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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):
October 6, 2026

Navitas
Semiconductor Corporation
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-39755 |
|
85-2560226 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
| 3520
Challenger Street, Torrance,
California |
|
90503-1640 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s telephone
number, including area code: (844) 654-2642
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligations 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 |
| Class
A Common Stock, par value $0.0001 per share |
NVTS |
The
Nasdaq Stock
Market LLC |
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 7.01. |
Regulation FD Disclosure. |
On
October 6, 2026, Navitas Semiconductor Corporation (the “Company”) issued a press release announcing the closing of the
transactions contemplated by the Merger Agreement (as defined below). A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference. Also on October 6, 2026, the Company published a CEO letter providing an update to investors with
respect to the Company’s Navitas 2.0 transformation. A copy of the CEO letter is furnished as Exhibit 99.2 and is incorporated
into this Item 7.01 by reference. The CEO letter is posted on the Company’s Investor Relations website at https://ir.navitassemi.com,
LinkedIn page and X page, along with “reposts” by Chris Allexandre, the Company’s President and Chief Executive
Officer, on each of LinkedIn and X. The content of the foregoing websites is not incorporated by reference into this Current Report on
Form 8-K.
The information furnished pursuant to Item 7.01
of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any other filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”)
or the Exchange Act, except as expressly set forth by specific reference in such a filing.
On October 6, 2026 (the “Closing Date”),
the Company and Claros, Inc., a Delaware corporation (“Claros”), closed the transactions contemplated by the previously announced
Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Claros Compass Merger Sub 1 Inc., a Delaware
corporation and a wholly-owned subsidiary of the Company (“Merger Sub 1”), Compass Merger Sub 2 LLC, a Delaware limited liability
company and a wholly-owned subsidiary of the Company (“Merger Sub 2”), and Shareholder Representative Services LLC, a Colorado
limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the securityholders of Claros.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
No. |
Description |
| |
|
| 99.1 |
Press release, dated October 6, 2026. |
| |
|
| 99.2 |
CEO letter, dated October 6, 2026. |
| |
|
| 99.3* |
Agreement and Plan of Merger, dated August 24, 2026, by and among Navitas Semiconductor Corporation, Claros, Inc., Compass Merger Sub 1 Inc., Compass Merger Sub 2 LLC, and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.1 of our current report on Form 8-K, filed with the SEC on August 25, 2026). |
| |
|
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| |
|
| * |
The exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K under the Securities Act. The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon request; provided, that the Company may request confidential treatment for any exhibits or schedules so furnished. |
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: October 6, 2026 |
|
| |
By: |
/s/ Chris Allexandre |
| |
|
Chris Allexandre |
| |
|
President and Chief Executive Officer |
Exhibit 99.1
Navitas Closes
Acquisition of Claros, Advancing AI Infrastructure with Grid-to-xPU Power Delivery
Completes Navitas’
high-power portfolio with Claros’ IVR technology, enabling vertical and embedded architectures and providing last step in power
delivery to the core
Navitas to host
webinar ‘Breaking the AI Infrastructure Power Wall: From Grid-to-xPU’, unveiling Claros’ technology and differentiation
on October 20, 2026
TORRANCE, CA —
Oct. 6, 2026 — Navitas Semiconductor (Nasdaq: NVTS) (Navitas or “the Company”), a leader in next-generation power
semiconductors and power delivery solutions, pioneering GaN, high-voltage and ultra-high-voltage SiC, and IVR technologies, today announced
the closing of its previously announced acquisition of Claros, Inc. (Claros), a power management solutions company developing integrated
voltage regulator (IVR) technology for next-generation AI data centers, providing the last step to powering the xPU.
The completed transaction
extends Navitas’ AI infrastructure portfolio from the grid to the xPU, bringing industry-leading IVR capabilities. Claros™
IVR integrates power transistors, digital control, inductors and capacitors into a single IVR technology stack to enable next-generation
Vertical Power Delivery (VPD) and Embedded Power Delivery (EPD) architectures. Its Packaged Integrated Voltage Regulator (pIVR) and Embedded
Integrated Voltage Regulator (eIVR) products, based off the same Claros IVR technology stack, move power conversion closer to the xPU
and deliver higher efficiency, faster transient response and greater power density, while the modular PowerArray™ architecture
scales power delivery to meet the rapidly increasing demands of next-generation processors at the center of modern AI systems.
Combined with Navitas’
GaN and high-voltage and ultra-high-voltage SiC technologies that enable the new 800V DC architecture, the Company is “breaking
the AI infrastructure power wall” by addressing the efficiency, power density and performance bottlenecks emerging as AI data centers
and xPUs demand dramatically more power.
“Closing this
acquisition is a defining step in the Navitas 2.0 transformation and our strategy to power AI infrastructure from grid-to-xPU,”
said Chris Allexandre, President and CEO of Navitas. “With power now the bottleneck for AI, increases in power delivery and efficiency
are the key enablers of more compute output. The future of AI depends on delivering thousands of amps to increasingly power-hungry processors
with unprecedented speed and precision, in addition to re-redefining the racks with higher power centralized systems and higher density
architectures. This ‘power wall’ has restricted next-generation xPUs in megawatt-scale server racks from achieving the next
wave of AI performance. Navitas 2.0 brings together GaN, high-voltage and ultra-high-voltage SiC, and now IVR technologies to break the
power wall and address power conversion across the complete grid-to-xPU architecture.
“Additionally,
this combination doubles our serviceable addressable market (SAM), deepens our engagement with hyperscalers and AI power platform providers,
and strengthens our capabilities and leadership in power delivery for AI infrastructure. As AI power demand accelerates, we are uniquely
positioned to deliver greater value for our customers, while driving sustainable long-term growth.”
Navitas expects the
acquisition to more than double the Company’s identified 2030 SAM to over $8 billion, adding at least $3.5 billion from the rapidly
growing VPD and IVR markets. Combined with Navitas’ existing $3.5 billion SAM for GaN and HV/UHV SiC and approximately $1 billion
from new JFET technology, the transaction significantly expands Navitas’ opportunity across the complete grid-to-xPU power chain.
Webinar Presentation
| Breaking the AI Infrastructure Power Wall: From Grid-to-xPU
Speakers:
Chris Allexandre - Navitas President and CEO
Llew
Vaughan-Edmunds - Navitas Chief Marketing Officer
Dan Kultran
- VP & GM, IVR Business Unit, former CEO & Claros Co-founder
When: Tuesday,
October 20
Time: 8:00
a.m. Pacific Time (11:00 a.m. Eastern Time)
Webcast:
Click Here
Additionally, an archived
version of the video webinar as well as supporting presentation materials will be accessible on the Investor Relations section of the
Company’s website at ir.navitassemi.com.
About Navitas
Navitas Semiconductor
(Nasdaq: NVTS) is a leader in next-generation power semiconductors and power delivery solutions, pioneering GaN, high-voltage and ultra-high-voltage
SiC, and IVR technologies for AI infrastructure, including data centers and energy and grid systems, as well as additional markets such
as high-performance computing and industrial electrification. Collectively, these technologies address the complete grid-to-xPU power
architecture, breaking the AI infrastructure power wall and enabling higher efficiency, greater power density, and increased performance
across the entire power chain. Navitas’ GaNFast™ FETs deliver industry-leading power density, efficiency, and high-speed
performance, while GaNFast™ power ICs integrate GaN power, drive, control, sensing, and protection to enable faster, more efficient
power conversion, leading to smaller and more reliable systems. The GeneSiC™ portfolio combines proprietary trench-assisted planar
(TAP) SiC technology with leading-edge discrete packaging and SiCPAK™ power modules to deliver industry-leading efficiency, ruggedness
and performance. Claros™ IVR technologies extend power delivery directly to the xPU, enabling customers to implement vertical power
delivery (VPD) and embedded power delivery (EPD) architectures with high-density power conversion beneath or within millimeters of the
processor, minimizing power-delivery losses and impedance while enabling ultra-fast transient response, higher efficiency and maximum
power density. Navitas has over 450 patents issued or pending and is a leader in 800 VDC and the advanced AI power infrastructure ecosystem.
Navitas®, GaNFast®,
GeneSiC™, Claros™, SiCPAK®, GaNSafe®, DrGaN™, and the Navitas logo are trademarks or registered trademarks
of Navitas Semiconductor Limited or affiliates. All other brands, product names and marks are or may be trademarks or registered trademarks
used to identify products or services of their respective owners.
Forward-Looking
Statements
Any forward-looking
statements contained in this release are included pursuant to the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995 and other federal securities laws. These forward-looking statements are intended to provide management’s current
expectations or plans for the Company’s future operating and financial performance, based on assumptions currently believed to
be valid. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,”
“plan,” “project,” “may,” “will,” “would,” “could,” “should,”
and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these
words. All forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially
from those expressed or implied in the forward-looking statements. These statements, including statements regarding the anticipated benefits,
synergies and prospects of the combined company following the completed acquisition of Claros, expected contributions to Navitas’
serviceable addressable market, technology roadmap, customer engagements, and financial model, are based on management’s current
expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including, among others:
the risk that the anticipated benefits, synergies and cost savings of the transaction may not be realized within the expected timeframe
or at all; the difficulties and costs of integrating the two businesses; significant transaction costs and/or unknown or inestimable
liabilities; the effect of the transaction on the parties’ ability to retain and hire key personnel and to maintain relationships
with customers, suppliers and other business partners; the diversion of management’s attention and resources from ongoing business
operations; the impact of macroeconomic and market conditions, including economic downturns, international conflict, trade disputes and
tariffs; and the other risks identified in the Company’s filings with the SEC. These forward-looking statements speak only as of
the date of this release and the Company undertakes no obligation to update any forward-looking statement, except as required by applicable
law.
Contact Information
Navitas Semiconductor
Vipin Bothra
info@navitassemi.com
Navitas Investor
Contacts
Leanne Sievers | Brett
Perry
Shelton Group
sheltonir@sheltongroup.com
PR Image
Exhibit 99.2
A Letter from Chris Allexandre, President and
CEO

Navitas 2.0: ‘Breaking the AI Infrastructure
Power Wall’
To Our Shareholders, Customers and Partners,
Today marks an important milestone for Navitas
as we complete the acquisition of Claros and take another significant step forward in our Navitas 2.0 transformation.
AI is fundamentally reshaping the requirements
for power infrastructure. As AI data centers move toward megawatt-scale racks and next-generation xPUs require thousands of amps delivered
with unprecedented speed and precision, traditional power architectures are reaching their limits. We call this the AI Infrastructure
Power Wall, and Navitas 2.0 is focused on breaking it.
Navitas 2.0 is focused on high-power, high-growth
markets, with AI infrastructure at the center of our strategy. By combining our leadership in GaN and high-voltage and ultra-high-voltage
SiC with Claros’ Integrated Voltage Regulator (IVR) technology, we are building a differentiated power platform that addresses the
complete Grid-to-xPU architecture, from the electrical grid and emerging 800 VDC infrastructure to the critical final stage of power delivery
directly to the processor.
Claros is an important addition as rapidly increasing
xPU power creates a fundamental shift in how power must be delivered. Claros’ IVR technology stack integrates power, control and
passives to enable next-generation Vertical Power Delivery (VPD) and Embedded Power Delivery (EPD) architectures. Packaged Integrated
Voltage Regulator (pIVR) and Embedded Integrated Voltage Regulator (eIVR) products, move power conversion closer to the xPU, enabling
higher efficiency, faster transient response and greater power density, while the modular PowerArray™ architecture is designed to
scale with the increasing power and current requirements of next-generation AI processors.
For our customers, this expands our ability to
address the AI power architecture with a complementary portfolio of GaN, HV/UHV SiC and IVR technologies. It also deepens our engagement
with hyperscalers and AI power-platform providers as the industry transitions toward 800 VDC, higher-density power conversion and next-generation
xPU power delivery.
For our shareholders, the acquisition significantly
expands Navitas’ long-term opportunity. We expect Claros to add at least $3.5 billion to our identified 2030 serviceable available
market (SAM), more than doubling our total identified SAM to over $8 billion when combined with our existing GaN and HV/UHV SiC opportunity
and new JFET technology.
This acquisition is about more than completing
a transaction. It is about building the technology portfolio, customer relationships and market position to power the next era of AI infrastructure.
Navitas 2.0 brings together GaN, HV/UHV SiC and
IVR technologies with a clear objective: ‘Breaking the AI Infrastructure Power Wall’ and enabling the next generation
of AI computing from Grid-to-xPU.
We are excited to welcome the Claros team to Navitas
and look forward to creating value for our customers and shareholders as we build the next chapter of Navitas together.
Chris Allexandre
President and Chief Executive Officer
Navitas Semiconductor