Magnachip plans $50,000,000 at-the-market offering

Magnachip Semiconductor Corporation entered into an at-the-market sales agreement that allows it to issue and sell up to $50,000,000 of common stock through B. Riley Securities, either as agent or principal.

Rhea-AI Filing Summary

Magnachip Semiconductor Corporation entered into an at-the-market sales agreement that allows it to issue and sell up to $50,000,000 of common stock through B. Riley Securities, either as agent or principal. The shares will be offered under an effective Form S-3 shelf registration and related prospectus supplement.

The company is not required to sell any shares and can terminate the agreement at any time. Magnachip currently plans to use any net proceeds for general corporate purposes, including strategic growth initiatives and technologies that support AI data centers and robotics.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

ATM capacity: $50,000,000 aggregate offering price Par value: $0.01 per share Registration statement number: 333-296756

3 metrics

ATM capacity $50,000,000 aggregate offering price Maximum common stock sales under at-the-market agreement

Par value $0.01 per share Common stock par value referenced in agreement

Registration statement number 333-296756 Form S-3 shelf registration covering these shares

Key Terms

At Market Issuance Sales Agreement, shelf registration statement, prospectus supplement, general corporate purposes

4 terms

At Market Issuance Sales Agreement financial

"entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc."

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.

shelf registration statement regulatory

"pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-296756)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"a related prospectus supplement, which the Company filed with the SEC on June 17, 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.

general corporate purposes financial

"use any net proceeds from sales of the Shares under the Sales Agreement for general corporate purposes"

"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What at-the-market offering did Magnachip (MX) establish on June 17, 2026?

Magnachip established an at-the-market program to sell up to $50,000,000 of common stock through B. Riley Securities. Shares may be sold from time to time under an effective shelf registration and related prospectus supplement.

How will Magnachip (MX) use proceeds from its $50,000,000 ATM program?

Magnachip currently plans to use any net proceeds for general corporate purposes. This may include investments in strategic growth initiatives and technologies that support AI data centers and robotics, according to the company’s disclosure.

Is Magnachip required to sell shares under the new at-the-market agreement?

Magnachip is not obligated to sell any shares under the at-the-market sales agreement. The company can choose whether and when to issue stock and may terminate the agreement at any time by written notice.

Which firm is acting as sales agent for Magnachip’s at-the-market offering?

B. Riley Securities, Inc. is serving as the sales agent for Magnachip’s at-the-market offering. It has agreed to use commercially reasonable efforts to sell shares in line with Magnachip’s instructions and applicable laws and regulations.

Under what registration did Magnachip register shares for the ATM program?

The shares for the at-the-market program are registered under Magnachip’s Form S-3 shelf registration statement, Registration No. 333-296756. The statement was declared effective on June 16, 2026, with a related prospectus supplement filed June 17, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/17/2026 - 05:02 PM EDT Learn about SEC filing dates

MAGNACHIP SEMICONDUCTOR Corp false 0001325702 0001325702 2026-06-17 2026-06-17

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): June 17, 2026

Magnachip Semiconductor Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-34791		83-0406195
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

c/o Magnachip Semiconductor, Ltd.

15F, 76 Jikji-daero 436beon-gil, Heungdeok-gu

Cheongju-si, Chungcheongbuk-do, 28581, Republic of Korea

(Address of principal executive offices)

Not Applicable

(Zip Code)

+82 (2) 6903-3000

(Registrant’s telephone number, including area code)

Not Applicable

(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(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		MX		New York Stock Exchange

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 1.01. Entry into a Material Definitive Agreement.

On June 17, 2026, Magnachip Semiconductor Corporation (the “Company”) entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, shares of its common stock, par value $0.01 per share (the “Shares”) having an aggregate offering price of up to $50,000,000 through the Sales Agent, acting as its agent, or directly to the Sales Agent, acting as principal.

The Company currently intends to use any net proceeds from sales of the Shares under the Sales Agreement for general corporate purposes, which may include investments in strategic growth initiatives and technologies that support AI data centers and robotics.

The offer and sale of the Shares will be made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-296756), which the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 12, 2026 and which was declared effective on June 16, 2026, the base prospectus included therein, and a related prospectus supplement, which the Company filed with the SEC on June 17, 2026. An opinion of Goodwin Procter LLP with respect to the validity of Shares that may be issued and sold pursuant to the Sales Agreement under the prospectus supplement and the related base prospectus is filed herewith as Exhibit 5.1.

The Company is not obligated to sell any Shares pursuant to the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Sales Agent has agreed to use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations, to sell Shares from time to time in accordance with the Company’s instructions, including any price, time or size limits or other customary parameters or conditions the Company may impose.

The Sales Agreement may be terminated for any reason, at any time, by either the Company or the Sales Agent upon written notice to the other party.

The Sales Agreement contains customary representations and warranties and conditions to the placements of the Shares pursuant thereto.

The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Number		Description
1.1		At Market Issuance Sales Agreement, dated as of June 17, 2026, by and among Magnachip Semiconductor Corporation and B. Riley Securities, Inc.
5.1		Opinion of Goodwin Procter LLP.
23.1		Consent of Goodwin Procter LLP. (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

				MAGNACHIP SEMICONDUCTOR CORPORATION
Dated: June 17, 2026				By:		/s/ Shinyoung Park
				Shinyoung Park
				Chief Financial Officer

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 193.9 KB
• EX-5.1 EX-5.1 9.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.8 KB