April 9, 2020

Matt Tenorio
Interim Chief Financial Officer
Everspin Technologies, Inc.
5670 W. Chandler Boulevard, Suite 100
Chandler, Arizona 85226

       Re: Everspin Technologies, Inc.
           Preliminary Proxy Statement on Schedule 14A
           Filed March 27, 2020
           File No. 001-37900

Dear Mr. Tenorio:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A

Proposal 3
Amendment to Certificate of Incorporation..., page 21

1.    We note that your proposed forum selection provision in Article VIII
identifies the federal
      courts of the United States as the exclusive forum for the resolution of
any claim arising
      under the Securities Act of 1933. Please disclose that there is
uncertainty as to whether a
      court would enforce such provision. In that regard, we note that Section
22 of the
      Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
      brought to enforce any duty or liability created by the Securities Act or
the rules and
      regulations thereunder. We note that you describe the effect of the
federal forum selection
      provision from the company's perspective. Please revise your disclosure
to also describe
      the effect of the amendment on shareholders. For example, the effects may
include, but
      are not limited to, these provisions can discourage claims or limit
investors' ability to
      bring a claim in a judicial forum that they find favorable.
 Matt Tenorio
Everspin Technologies, Inc.
April 9, 2020
Page 2
2.       We note that your forum selection provision in Article VI.D identifies
the Court of
         Chancery of the State of Delaware as the exclusive forum for certain
litigation, including
         any "derivative action." Please disclose whether this provision
applies to actions arising
         under Exchange Act. In that regard, we note that Section 27 of the
Exchange Act creates
         exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created
         by the Exchange Act or the rules and regulations thereunder.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Erin Purnell at 202-551-3454 or Asia Timmons-Pierce at
202-551-3754
with any questions.



FirstName LastNameMatt Tenorio                                  Sincerely,
Comapany NameEverspin Technologies, Inc.
                                                                Division of
Corporation Finance
April 9, 2020 Page 2                                            Office of
Manufacturing
FirstName LastName