UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 18, 2025
GCT Semiconductor Holding, Inc.
(Exact Name of Registrant as Specified in Its Charter)
001-41013
(Commission File Number)
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Delaware
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86-2171699
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(State or Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(g) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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GCTS
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NYSE
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Warrants, each whole warrant exercisable for one share of Common Stock for $11.50 per share
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GCTS.WS
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NYSE
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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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of GCT Semiconductor Holding, Inc. (the “Company”) was held on September 18, 2025. At the Annual Meeting,
the Company’s stockholders voted on three proposals and cast their votes as follows:
Proposal 1: Election of Directors.
The stockholders elected all of management’s nominees for election as directors. The results of the vote taken were as follows:
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Directors
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For
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Withheld
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Broker Non-Vote
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30,546,750
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1,074,731
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1,988,615
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30,700,657
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920,824
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1,988,615
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Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.
The stockholders ratified the appointment, by the Audit Committee of the Company’s Board of Directors, of BPM LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2025. The results of the vote taken were as follows:
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For
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Against
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Abstain
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3,990
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985,375
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Proposal 3: Approval of, for purposes of complying with the rules of the New York Stock Exchange, the issuance of shares of the Company’s common
stock in excess of 19.99% of its outstanding common stock pursuant to the Company’s equity line of credit facility.
The stockholders voted on the approval of, for purposes of complying with the rules of the New York Stock Exchange, the issuance of shares of the Company’s common stock
in excess of 19.99% of its outstanding common stock pursuant to the Company’s equity line of credit facility. The results of the vote taken were as follows:
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For
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Against
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Abstain
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Broker Non-Vote
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79,294
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912,989
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1,988,615
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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.
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GCT SEMICONDUCTOR HOLDING, INC.
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Date: September 19, 2025
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By:
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/s/ Edmond Cheng
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Name:
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Edmond Cheng
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Title:
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Chief Financial Officer
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