Navitas to buy $5M of another semiconductor’s stock

Navitas Semiconductor Corp agreed to invest $5 million in another chip company’s shares through a private placement with resale registration rights.

Rhea-AI Filing Summary

Navitas Semiconductor Corp (NVTS) entered into a Stock Purchase Agreement to buy common shares of another semiconductor company. Navitas agreed to purchase 1,461,988 shares of that company’s common stock at $3.42 per share, for an aggregate investment of $5,000,000.

The transaction is expected to close on or about September 24, 2026, subject to customary closing conditions. After closing, the issuer of the shares must file a registration statement on Form S-3 with the SEC within 30 days to cover the resale of these shares and use commercially reasonable efforts to have it declared effective within specified time frames.

The shares will initially be issued in a private placement relying on exemptions from registration under Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D, with resale registration rights granted to Navitas under the agreement.

Filing Explained

The disclosed $5 million purchase commitment can be viewed against Navitas’s $557.409 million of cash and equivalents at June 30, 2026; second-quarter operating cash flow was a $31.986 million outflow.

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

Shares purchased: 1,461,988 shares Purchase price per share: $3.42 per share Aggregate purchase price: $5,000,000 +3 more

6 metrics

Shares purchased 1,461,988 shares Common stock to be purchased under the Stock Purchase Agreement

Purchase price per share $3.42 per share Agreed price for each share of common stock

Aggregate purchase price $5,000,000 Total consideration Navitas will pay for the shares

Expected closing date September 24, 2026 Anticipated closing of the stock purchase, subject to conditions

S-3 filing deadline 30 days after closing Deadline for filing resale registration statement with the SEC

Target effectiveness period 60–90 days after closing Period within which issuer will use commercially reasonable efforts to obtain effectiveness of the Form S-3

Key Terms

Stock Purchase Agreement, registration statement on Form S-3, commercially reasonable efforts, Section 4(a)(2), +1 more

5 terms

Stock Purchase Agreement financial

"Navitas Semiconductor Corporation entered into a Stock Purchase Agreement"

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.

registration statement on Form S-3 regulatory

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

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

commercially reasonable efforts legal

"agreed to use commercially reasonable efforts to cause the registration statement to become effective"

Section 4(a)(2) regulatory

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

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

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.

FAQ

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

What transaction did NVTS announce on September 19, 2026?

Navitas Semiconductor Corp entered into a Stock Purchase Agreement to buy 1,461,988 shares of another semiconductor company’s common stock in a $5,000,000 private placement, at a price of $3.42 per share, subject to customary closing conditions.

How many shares is NVTS purchasing and at what price?

Navitas Semiconductor Corp agreed to purchase 1,461,988 shares of common stock at a purchase price of $3.42 per share, for a total investment of $5,000,000 under the Stock Purchase Agreement.

When is the NVTS share purchase expected to close?

The closing of the share purchase by Navitas Semiconductor Corp is expected to occur on or about September 24, 2026, subject to the satisfaction or waiver of customary closing conditions specified in the Stock Purchase Agreement.

What resale registration rights did NVTS receive in this deal?

The issuer of the shares must file a Form S-3 registration statement with the SEC within 30 days after closing to cover the resale of the shares and use commercially reasonable efforts to have it declared effective within specified 60- or 90-day periods.

Under which Securities Act exemptions will the NVTS shares be issued?

The shares purchased by Navitas Semiconductor Corp will be issued in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D, meaning they are initially sold in a private placement rather than a registered public offering.

Are the shares NVTS is buying registered at the time of issuance?

No. The shares will not be registered under the Securities Act at issuance and will be sold in a private placement. The issuer has instead agreed to subsequently register their resale on Form S-3 within the agreed time frames.

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

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Available on EDGAR 09/21/2026 - 08:31 AM Accepted by SEC EDGAR 09/21/2026 - 08:30 AM Learn about SEC filing dates

false 0001821769 0001821769 2026-09-18 2026-09-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): September 18, 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 1.01. Entry into a Material Definitive Agreement.

On September 19, 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 No.	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

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 118.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB