Magnachip to sell $5M in stock to Navitas

Magnachip plans a $5 million private placement to Navitas, strengthening their silicon carbide technology partnership and adding new equity capital.

Rhea-AI Filing Summary

Magnachip Semiconductor Corporation (MX) entered into a privately negotiated Stock Purchase Agreement with Navitas Semiconductor Corporation under which Magnachip agreed to issue and sell 1,461,988 shares of common stock at $3.42 per share, for $5,000,000 in gross proceeds. The transaction is expected to close on or about September 24, 2026, subject to customary closing conditions.

The shares will be issued in a private placement relying on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. Magnachip will file a Form S-3 registration statement within 30 days after closing to cover the resale of these shares, and use commercially reasonable efforts to have it declared effective within 60 days, or 90 days if reviewed by the SEC. The investment deepens Magnachip’s existing silicon carbide technology partnership with Navitas, including licensing of Navitas’ GeneSiC Trench-Assisted Planar technology and access to its SiC supply chain.

Filing Explained

Although Exhibit 99.1 calls the $5 million investment a closing, the operative transaction disclosures say closing is expected on or about September 24, 2026, subject to conditions. As of September 21, 2026, the filing therefore supports an agreed private placement—not completed issuance or dilution; if completed, the new shares would increase the share count and reduce existing holders’ percentage ownership.

8-K Event Classification

4 items: 1.01, 3.02, 7.01, 9.01

4 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 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Shares issued: 1,461,988 shares Purchase price per share: $3.42 per share Aggregate proceeds: $5,000,000 +5 more

8 metrics

Shares issued 1,461,988 shares Common stock to be sold to Navitas under the Stock Purchase Agreement

Purchase price per share $3.42 per share Price Navitas will pay for Magnachip common stock

Aggregate proceeds $5,000,000 Total gross proceeds to Magnachip from the private placement

Form S-3 filing deadline 30 days Time after closing for Magnachip to file resale registration statement

Registration effectiveness target (no SEC review) 60 days Target period after closing to make the Form S-3 effective

Registration effectiveness target (with SEC review) 90 days Extended target if the SEC reviews the Form S-3

SiC voltage applications 1,200 V, 2,300 V, 3,300 V Nominal voltages covered by Navitas’ GeneSiC Trench-Assisted Planar technology

Expected closing date On or about September 24, 2026 Anticipated closing of the Navitas strategic investment

Key Terms

Stock Purchase Agreement, Form S-3, Section 4(a)(2) of the Securities Act, Rule 506 of Regulation D, +2 more

6 terms

Stock Purchase Agreement financial

"entered into a privately negotiated Stock Purchase Agreement with Navitas"

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

Form S-3 regulatory

"file with the U.S. Securities and Exchange Commission a registration statement on Form S-3"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

Section 4(a)(2) of the Securities Act regulatory

"issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Rule 506 of Regulation D regulatory

"or Rule 506 of Regulation D promulgated thereunder"

Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.

silicon carbide technical

"to accelerate the adoption of silicon carbide technologies in high-voltage"

Silicon carbide is a hard, durable material made from silicon and carbon, often used in industrial applications like cutting tools and electronics. Its ability to withstand high temperatures and conduct electricity efficiently makes it valuable in manufacturing advanced electronic devices. For investors, companies working with silicon carbide are seen as key players in the growing market for high-performance electronics and energy-efficient technologies.

Trench-Assisted Planar technical

"Navitas’ GeneSiC Trench-Assisted Planar technology covering 1,200 V, 2,300 V"

Trench-assisted planar is a semiconductor manufacturing approach that blends vertical trench structures with flat (planar) surface features to control and move electrical current inside power transistors. Think of it as combining a shallow canal cut into a field with a smooth road on top to guide flow more precisely. Investors should care because the choice of such transistor designs affects a chip maker’s product speed, energy efficiency, manufacturing cost and yield, which in turn influence competitiveness and profit margins.

FAQ

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

What equity transaction did MX announce with Navitas Semiconductor?

Magnachip agreed to a $5,000,000 strategic equity investment from Navitas via a privately negotiated stock purchase, issuing 1,461,988 shares of common stock at $3.42 per share, with closing expected on or about September 24, 2026, subject to customary conditions.

How many MX shares are being issued to Navitas and at what price?

Magnachip will issue and sell 1,461,988 shares of its common stock to Navitas at a purchase price of $3.42 per share, resulting in aggregate proceeds of $5,000,000, under a privately negotiated Stock Purchase Agreement.

How will the new MX shares issued to Navitas be registered?

The shares will initially be issued in a private placement relying on Section 4(a)(2) and Rule 506 of Regulation D. Magnachip will file a Form S-3 within 30 days after closing to register the resale of these shares and seek effectiveness within 60 to 90 days.

What strategic partnership exists between MX and Navitas Semiconductor?

Magnachip and Navitas have a strategic partnership focused on silicon carbide (SiC) technologies. Magnachip is licensing Navitas’ GeneSiC Trench-Assisted Planar technology for 1,200 V, 2,300 V and 3,300 V applications and accessing Navitas’ SiC supply chain for high-voltage and ultra-high-voltage power markets.

What is the purpose of the MX and Navitas silicon carbide collaboration?

The collaboration aims to develop and commercialize next-generation high-voltage and ultra-high-voltage power semiconductor solutions, targeting applications such as energy and grid infrastructure, energy storage, industrial electrification, automotive and other high-power systems, using Navitas’ GeneSiC SiC technology and Magnachip’s manufacturing capabilities.

On what legal exemptions does MX rely for this private placement to Navitas?

Magnachip states that the common stock issued to Navitas will not be registered under the Securities Act and will be issued in reliance on Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D, based in part on representations made by Navitas.

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

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Available on EDGAR 09/21/2026 - 07:05 AM Accepted by SEC EDGAR 09/21/2026 - 07:05 AM Learn about SEC filing dates

0001325702false00013257022026-07-292026-07-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 21, 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		Not Applicable
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: +82 (2) 6903-3000

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	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 September 18, 2026, Magnachip Semiconductor Corporation (the “Company”) entered into a privately negotiated Stock Purchase Agreement (the “Purchase Agreement”) with Navitas Semiconductor Corporation (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser 1,461,988 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a purchase price of $3.42 per share, for an aggregate purchase price of $5,000,000.

The closing of the transactions contemplated by the Purchase Agreement is expected to occur on or about September 24, 2026 subject to the satisfaction or waiver of the applicable closing conditions. The closing of the transactions contemplated by the Purchase Agreement is subject to the satisfaction or waiver of customary closing conditions.

The Purchase Agreement also provides that the Company will file with the U.S. Securities and Exchange Commission (the “SEC”), no later than 30 days after the closing, a registration statement on Form S-3 covering the resale of the shares of Common Stock issued in the transaction. The Company agreed to use commercially reasonable efforts to cause the registration statement to become effective within 60 days following the closing or 90 days following closing if the SEC reviews the registration statement, or, if earlier, by the fifth (5th) business day after the SEC notifies the Company that the registration statement will not be reviewed or is no longer subject to further review and comments.

The shares of Common Stock issuable pursuant to the Purchase Agreement will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D promulgated thereunder. The Company relied on these exemptions from registration based in part on representations made by the Purchaser.

The foregoing summary is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K. The Purchase Agreement contains customary representations, warranties and covenants, which were made only for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, and may be subject to limitations agreed upon by the contracting parties.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The shares of the Company’s common stock to be issued and sold pursuant to the Purchase Agreement will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Neither this Current Report on Form 8-K nor the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock of the Company.

Item 7.01. Regulation FD Disclosure.

On September 21, 2026, the Company issued a press release announcing the closing of a private placement for $5,000,000. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purpose of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished as part of this report:

	Exhibit No.		Description
	10.1		Share Purchase Agreement dated September 18, 2026, by and between Magnachip Semiconductor Corporation and Navitas Semiconductor Corporation.
	99.1		Press Release issued September 21, 2026.
	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: September 21, 2026		By:		/s/ Shinyoung Park
					Shinyoung Park
					Chief Financial Officer

Exhibit 99.1

Magnachip Announces Strategic Investment by Navitas Semiconductor

Investment deepens strategic partnership and supports development of differentiated next-generation power semiconductor solutions

SEOUL, South Korea – Sept. 21, 2026 – Magnachip Semiconductor Corporation (NYSE: MX) (“Magnachip” or the “Company”), a designer and manufacturer of analog and mixed-signal power semiconductor platform solutions, today announced that Navitas Semiconductor Corporation (Nasdaq: NVTS) (“Navitas”) has agreed to make a $5 million strategic equity investment in Magnachip.

Under the terms of a privately negotiated stock purchase agreement, Magnachip will issue and sell 1,461,988 shares of its common stock to Navitas at a purchase price of $3.42 per share, for aggregate proceeds of $5 million. The transaction is expected to close on or about September 24, 2026, subject to the satisfaction or waiver of customary closing conditions.

The investment builds on the growing strategic partnership between Magnachip and Navitas following the announcement in July 2026 to accelerate the adoption of silicon carbide technologies in high-voltage and ultra-high-voltage power markets.

Under that partnership, Magnachip is licensing Navitas’ GeneSiC™ Trench-Assisted Planar™ technology covering 1,200 V, 2,300 V, 3,300 V and higher-voltage applications. Magnachip is also gaining access to Navitas’ SiC supply chain and materials ecosystem, with plans to port, qualify and internalize the technology at Magnachip’s fabrication facility in South Korea. The partnership also creates opportunities for broader technology and product collaboration beyond the initial GeneSiC licensing agreement. The companies are initially targeting applications including energy and grid infrastructure, energy storage, industrial electrification, automotive and other high-power systems.

“Navitas’ investment represents an important next step in our strategic partnership and demonstrates a shared commitment to the opportunities we are pursuing together,” said Chae Lee, Chief Executive Officer of Magnachip. “By combining Navitas’ proven GeneSiC technology and materials ecosystem with Magnachip’s power semiconductor expertise, manufacturing capabilities and customer relationships, we believe we can accelerate our entry into attractive high-voltage and ultra-high-voltage markets. More importantly, we believe the combination of Navitas’ SiC technology with Magnachip’s silicon power technologies and manufacturing capabilities creates opportunities to develop a new generation of differentiated power solutions that address emerging customer needs that we believe are not adequately served by products available today. We look forward to deepening our collaboration as we execute our long-term growth strategy.”

“Magnachip is an important strategic partner for Navitas, and this investment reflects our confidence in the relationship and the value we believe the two companies can create together in the years ahead,” said Chris Allexandre, President and Chief Executive Officer of Navitas. “Our initial technology and licensing collaboration established a strong foundation. This investment further aligns our interests and reflects our shared belief that the combination of our complementary technologies can create new opportunities across high-voltage and ultra-high-voltage applications. We look forward to working closely with Magnachip to expand the adoption of advanced GeneSiC technologies and explore opportunities for broader technology and product collaboration.”

Additional information concerning the transaction will be included in a Current Report on Form 8-K to be filed by Magnachip with the U.S. Securities and Exchange Commission.

Safe Harbor for Forward-Looking Statements

Information in this press release regarding Magnachip’s forecasts, business outlook, expectations and beliefs are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. These statements include expectations regarding our financial performance and business outlook, including the expected closing of the investment, the anticipated benefits of Magnachip’s relationship with Navitas, the development, qualification and commercialization of silicon carbide technologies, Magnachip’s entry into high-voltage and ultra-high-voltage markets, and the companies’ ability to create value through the collaboration, and other future events. All forward-looking statements included in this release are based upon information available to Magnachip as of the date of this release. These statements are not guarantees of future performance and actual results could differ materially from our current expectations. Factors that could cause or contribute to such differences include, among others: changes in macroeconomic conditions, trade policies, geopolitical conditions and market conditions; manufacturing capacity constraints, supply chain disruptions and changes in customer demand; the impact of competitive products and pricing; our ability to establish, maintain and expand strategic relationships with customers and business partners, and to realize the anticipated benefits of those relationships; customer acceptance of our products and technologies; our ability to develop, introduce and ramp new products into volume production; changes in semiconductor industry supply and demand, including overcapacity and manufacturing utilization; financial stability in foreign markets and the impact of foreign exchange rates; unanticipated costs and expenses; changes in, or compliance with, applicable trade, export and other laws and regulations; public health issues; other business interruptions; and other risks described in Magnachip's filings with the SEC, including our Annual Report on Form 10-K filed on March 16, 2026, and subsequent registration statements, amendments or other reports that we may file from time to time with the SEC and/or make available on our website. Magnachip assumes no obligation and does not intend to update the forward-looking statements provided, whether as a result of new information, future events or otherwise.

About Magnachip Semiconductor

Magnachip is a designer and manufacturer of analog and mixed-signal power semiconductor platform solutions for various applications, including industrial, automotive, communication, consumer and computing. The Company provides a broad range of standard products to customers worldwide. Magnachip, with about 45 years of operating history, owns a substantial number of registered patents and pending applications, and has extensive engineering, design and manufacturing process expertise. For more information, please visit www.magnachip.com.

About Navitas Semiconductor

Navitas Semiconductor (Nasdaq: NVTS) is a next-generation power semiconductor leader in gallium nitride (GaN) and IC integrated devices, and high-voltage silicon carbide (SiC) technology, driving innovation across AI data centers, energy and grid infrastructure, performance computing and industrial electrification. With more than 30 years of combined expertise in wide-bandgap technologies, GaNFast™ power ICs integrate GaN power, drive, control, sensing, and protection, delivering faster power delivery, higher system density, and greater efficiency. GeneSiC™ high-voltage SiC devices leverage patented trench-assisted planar technology to provide industry-leading voltage capability, efficiency, and reliability for medium-voltage grid and infrastructure applications. Navitas has over 300 patents issued or pending and is the world’s first semiconductor company to be CarbonNeutral®-certified.

Magnachip Investor Contact:

Mike Bishop

Bishop IR, LLC

Tel. +1 (415) 891-9633

mike@bishopir.com

Magnachip Media Contact

Kyeongah Cho
pr@magnachip.com

Filing Exhibits & Attachments

3 documents

Press Releases

• EX-99.1 EX-99.1 22.7 KB

Agreements & Contracts

• EX-10.1 EX-10.1 197.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 32.3 KB