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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):
May 12, 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. ¨
On May 11, 2026, Navitas Semiconductor Corporation,
a Delaware corporation (the “Company”), entered into a Sales Agreement (the “Sales Agreement”) with
Craig-Hallum Capital Group LLC and UBS Securities LLC (together, the “Sales Agents”). The Sales Agreement provides
for the offer and sale of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”),
from time to time through an “at the market offering” program under which the Sales Agents will act as sales agents or principals,
subject to certain limitations. Pursuant to the prospectus supplement filed by the Company on May 11, 2026 (the “ATM Prospectus
Supplement”), the Company may offer and sell up to $125.0 million of shares of Common Stock pursuant to the terms of the Sales
Agreement.
As of May 12, 2026, the Company has sold 6,529,666
shares with net proceeds of approximately $122.0 million, net of commissions and estimated offering expenses, under the ATM Prospectus
Supplement. Assuming that all trades settle, including trades that have been processed but not yet settled, the Common Stock registered
pursuant to the ATM Prospectus Supplement has been fully sold.
This Current Report shall not constitute an offer
to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any
state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded with 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: May 13, 2026 |
|
| |
By: |
/s/ Chris Allexandre |
| |
|
Chris Allexandre |
| |
|
President and Chief Executive Officer |