Navitas corrects date on $5M stock purchase
Navitas Semiconductor Corp amends its 8-K to correct the agreement date and confirms a $5 million private purchase of a peer’s common stock with planned resale registration.
Rhea-AI Filing Summary
Navitas Semiconductor Corp (NVTS) filed an amended current report correcting the signing date of its Stock Purchase Agreement to September 18, 2026, and reiterating the terms of an equity investment in a semiconductor peer. Navitas agreed to purchase 1,461,988 shares of common stock of its counterparty at $3.42 per share, for an aggregate purchase price of $5,000,000. Closing is expected on or about September 24, 2026, subject to customary conditions. The counterparty is required to file a Form S-3 resale registration statement within 30 days after closing and to use commercially reasonable efforts to have it declared effective within 60 days, or 90 days if reviewed by the SEC. Until that resale registration is effective, the shares will be issued as unregistered securities in reliance on Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D.
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8-K Event Classification
Key Figures
Key Terms
Stock Purchase Agreement financial
Form S-3 regulatory
Section 4(a)(2) regulatory
Regulation D regulatory
customary closing conditions financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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EXPLANATORY NOTE
This Amendment No. 1 to the Current Report on Form 8-K, as originally filed with the Securities and Exchange Commission on September 21, 2026 (the “Original Filing”), is being made solely to correct an inadvertent error in the date of signing of the Purchase Agreement (as defined below) reported in the Original Filing in the first sentence of the first paragraph of Item 1.01 to “September 18, 2026” (from “September 19, 2026” in the Original Filing). No other changes have been made from the Original Filing.
| Item 1.01. | Entry into a Material Definitive Agreement. |
On September 18, 2026, Navitas Semiconductor Corporation (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Magnachip Semiconductor Corporation (“Magnachip”), pursuant to which Magnachip agreed to issue and sell to the Company 1,461,988 shares of Magnachip’s common stock, par value $0.01 per share (the “MX 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 customary closing conditions. 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 Company and Magnachip.
The Purchase Agreement also provides that Magnachip will file with the 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 MX Common Stock issued in the transaction. Magnachip 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 Magnachip that the registration statement will not be reviewed or is no longer subject to further review and comments.
Subject to the resale registration rights described in the previous paragraph, the shares of MX 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 Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The summary description of the Purchase Agreement in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit |
Description |
| 10.1 | Share Purchase Agreement, dated September 18, 2026, by and between Magnachip Semiconductor Corporation and Navitas Semiconductor Corporation. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| NAVITAS SEMICONDUCTOR CORPORATION | ||
| Dated: September 21, 2026 | ||
| By: | /s/ Chris Allexandre | |
| Chris Allexandre | ||
| President and Chief Executive Officer | ||