GCT Semiconductor (GCTS) adds legal opinion to at-the-market share program

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

GCT Semiconductor Holding, Inc. filed an amended current report to add a legal opinion related to its existing at-the-market stock issuance program. The opinion from Morgan, Lewis & Bockius LLP covers the legality of shares issuable under an At Market Issuance Sales Agreement dated April 1, 2025, supported by a prospectus supplement filed June 18, 2026 under an effective Form S-3 shelf registration. This update is administrative and does not itself represent a new offer or sale of shares.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Sales Agreement date: April 1, 2025 Prospectus supplement filing date: June 18, 2026 Form S-3 effectiveness date: April 9, 2025

3 metrics

Sales Agreement date April 1, 2025 At Market Issuance Sales Agreement between company and sales agents

Prospectus supplement filing date June 18, 2026 Prospectus supplement supporting at-the-market share issuances

Form S-3 effectiveness date April 9, 2025 Shelf registration on Form S-3 declared effective by SEC

Key Terms

At Market Issuance Sales Agreement, prospectus supplement, registration statement on Form S-3, Emerging growth company, +1 more

5 terms

At Market Issuance Sales Agreement financial

"shares of common stock of the Company issuable under the At Market Issuance Sales Agreement"

An at market issuance sales agreement is a setup where a company arranges for an agent to sell newly issued shares directly into the public market at the current trading price, usually over time as needed. It matters to investors because it gives the company quick, flexible access to cash without setting a fixed price, but can dilute existing shareholders and affect the stock’s supply and short‑term price behavior—like a shop owner adding extra items to a shelf and selling them at whatever the going price is.

prospectus supplement regulatory

"pursuant to a prospectus supplement filed on June 18, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

registration statement on Form S-3 regulatory

"which supplements the registration statement on Form S-3 (File No. 333-286316)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Inline XBRL document technical

"Cover Page Interactive Data File (embedded within the Inline XBRL document)"

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Understanding 8-K Material Events →

06/18/2026 - 05:21 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 18, 2026

GCT Semiconductor Holding, Inc.

(Exact Name of Registrant as Specified in Its Charter)

001-41013

(Commission File Number)

Delaware	86-2171699
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

2290 North 1st Street, Suite 201

San Jose, CA 95131

(Address of principal executive offices, including zip code)

(408) 434-6040

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(g) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	GCTS	NYSE
Warrants, each whole warrant exercisable for one share of Common Stock for $11.50 per share	GCTS.WS	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

tem 8.01. Other Events.

GCT Semiconductor Holding, Inc. (the “Company”) is filing this Current Report on Form 8-K for the purpose of filing a copy of the legal opinion, attached as Exhibit 5.1 hereto, as to the legality of shares of common stock of the Company issuable under the At Market Issuance Sales Agreement (the “Sales Agreement”) dated April 1, 2025, between the Company and sales agents named therein, pursuant to a prospectus supplement filed on June 18, 2026, which supplements the registration statement on Form S-3 (File No. 333-286316) that was declared effective by the SEC on April 9, 2025.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the shares of Common Stock discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Index

Exhibit Number		Description
5.1		Opinion of Morgan, Lewis & Bockius LLP
23.1		Consent of Morgan, Lewis & Bockius LLP (included in Opinion of Morgan, Lewis & Bockius LLP filed as Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		GCT SEMICONDUCTOR HOLDING, INC.

June 18, 2026	By:	/s/ Edmond Cheng
	Name:	Edmond Cheng
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What does GCT Semiconductor (GCTS) disclose in this 8-K/A filing?

GCT Semiconductor files an amended report to include a legal opinion confirming the legality of common shares issuable under its At Market Issuance Sales Agreement, tied to an effective Form S-3 shelf registration and a related prospectus supplement.

Is GCT Semiconductor (GCTS) announcing a new stock offering in this 8-K/A?

No, the filing does not announce a new stock offering. It adds a legal opinion for shares issuable under an existing at-the-market program that is already covered by a Form S-3 registration and prospectus supplement.

What role does Morgan, Lewis & Bockius LLP play for GCT Semiconductor (GCTS)?

Morgan, Lewis & Bockius LLP provides a legal opinion on the validity of GCT’s common stock issuable under its at-the-market sales agreement and also gives a related consent, both filed as exhibits in this amended current report.

How is the GCT Semiconductor (GCTS) at-the-market program structured legally?

The at-the-market program relies on an At Market Issuance Sales Agreement dated April 1, 2025, a prospectus supplement filed June 18, 2026, and an effective Form S-3 shelf registration, now supported by a formal legality opinion filed as Exhibit 5.1.

Does the 8-K/A filing for GCT Semiconductor (GCTS) change investor rights or terms?

The filing does not change investor rights or economic terms. It is an administrative update that adds a legal opinion and related consent regarding the validity of shares issuable under an already established at-the-market issuance framework.

Filing Exhibits & Attachments

5 documents