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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):
April 28, 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
5.02. | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On April 28, 2026, the Board of Directors
(the “Board”) of Navitas Semiconductor Corporation (the “Company”) appointed Davin D. Lee to serve as a Class III
director of the Board, effective April 30, 2026, to hold office until the expiration of his term at the Company’s 2027 annual
meeting of stockholders.
In connection with his appointment to the Board,
Mr. Lee was also appointed to serve as a member of the Compensation Committee and the Governance and Sustainability Committee of
the Board.
Mr. Lee will participate in the Company’s
standard non-employee director compensation arrangements. Under the terms of those arrangements, he will receive a pro-rata portion of
each of an annual retainer of $45,000 for his service on the Board, $7,500 for his service on the Compensation Committee of the Board,
$5,000 for his service on the Governance and Sustainability Committee of the Board, and an initial grant of 22,048 restricted stock units
that vest in full immediately prior to the director election at the subsequent annual stockholders meeting, subject to his continued
service on the Board at that time.
There are no arrangements or understandings between
Mr. Lee and any other person pursuant to which Mr. Lee was selected as a director. Mr. Lee is not a party to any transaction
requiring disclosure under Item 404(a) of Regulation S-K.
| Item
7.01. | Regulation FD Disclosure. |
On May 4, 2026, the Company issued a press
release announcing the appointment of Mr. Lee. A copy of the press release is attached hereto as Exhibit 99.1.
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 (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, or the Exchange Act, except as expressly
set forth by specific reference in such a filing.
| Item
9.01. | Financial
Statements and Exhibits. |
(d) Exhibits.
Exhibit
Number |
Description |
| 99.1 |
Press
release, dated May 4, 2026 |
| 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: May 4, 2026 |
|
| |
By: |
/s/ Chris Allexandre |
| |
|
Chris Allexandre |
| |
|
President and Chief Executive Officer |
Exhibit 99.1
Navitas Semiconductor
Appoints Davin Lee
as Independent Director to its Board
Lee Brings Over 30 Years of Semiconductor
and Power Management Experience as Navitas Continues its Strategic Pivot to High-Power Markets
TORRANCE, Calif., May 4, 2026 – Navitas
Semiconductor, (Nasdaq: NVTS), an industry leader in next-generation GaNFast™ gallium nitride (GaN) and GeneSiC™ silicon carbide
(SiC) power semiconductors, today announced the appointment of semiconductor veteran, Davin Lee, to its Board effective immediately. Lee
brings extensive technological and operating experience from leading semiconductor companies to the Board and will stand for reelection
in 2027 as a Class III director. He will serve on the Compensation Committee and the Governance and Sustainability Committee.
“I am pleased to welcome Davin to the Navitas
board of directors,” said Richard Hendrix, Chairman of the Board of Navitas. “Davin’s long history of leadership within
the power semiconductor industry and deep knowledge of power electronics will be invaluable to our board and management team. His appointment
fills an open position on the board and represents another important step in our board refreshment process that we initiated last year.
The board’s intention remains to reduce its size to eight directors at the 2027 annual meeting. We believe this plan provides both
fresh perspectives and continuity during the first year of our new management structure.
“Chris and his team have rapidly and successfully
pivoted Navitas to high-power markets where the combination of our GaN and high-voltage SiC technologies positions us to provide a unique
set of solutions to data center, energy and grid infrastructures, performance computing and industrial electrification markets. His exceptional
team has reestablished revenue growth and increased customer engagement in these high-growth markets, and the board is committed to supporting
this strategic pivot and growth strategy.”
Chris Allexandre, Navitas’ President and
CEO added, “I am also very excited to welcome Davin to our board of directors. He’s joining at a very pivotal time as we accelerate
our transformation to Navitas 2.0 as a high-power semiconductor company. Davin brings a strong background and track record as a semiconductor
executive in scaled-up business operations and power components. He will be an extremely valuable resource to the Company. After announcing
Greg Fisher as a new director last month, this appointment is another step in our corporate transformation, and I want to thank Rick and
the entire board for their support. I look forward to further working with our new and existing directors to make Navitas highly successful
and a recognized market leader in high-power semiconductors.”
Commenting on his appointment, Davin Lee said,
“Navitas is at the forefront of the AI high-power semiconductor revolution, and I am thrilled to join its board as the Company accelerates
its transformation to scale. With its superior GaN and high-voltage SiC technologies, Navitas is uniquely positioned to address significant
power bottlenecks in AI infrastructure. My prior experience was defined by successfully transforming business units to capture new growth
and profitability. I am eager to apply that experience, while also leveraging my extensive power management business background to accelerate
Navitas’ trajectory to deliver profitable growth and sustained shareholder value.”
Lee has more than 30 years of experience at leading,
publicly-traded semiconductor companies, most recently as Senior Vice President and General Manager of Embedded Processing and Analog
and Connectivity at Renesas Corporation. Prior to Renesas, he served in leadership roles at Dialog Semiconductor, Scintera Networks, Intersil
Corporation, Xicor, Altera and National Semiconductor. Lee earned a B.S. in Electrical Engineering from the University of Texas at Austin
and an M.B.A. from the Kellogg School of Management at Northwestern University.
About Navitas
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.
Navitas
Semiconductor, GaNFast, GaNSense, GeneSiC, and the Navitas logo are trademarks or registered trademarks of Navitas Semiconductor Limited
and 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.
Investor Relations Contacts:
Shelton Group
Leanne Sievers | Brett Perry
nvts-ir@sheltongroup.com
Cautionary Statement Regarding Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements
are attempts to predict or indicate future events or trends or similar statements that are not a reflection of historical fact. Forward-looking
statements may be identified by the use of words such as “we expect” or “are expected to be,” “estimate,”
“plan,” “project,” “forecast,” “intend,” “anticipate,” “believe,”
“seek,” or other similar expressions. Forward-looking statements are based on current expectations of the management of Navitas
and are not predictions of actual future performance. Our businesses are subject to certain risks that could materially and adversely
affect our respective business, financial condition, results of operations, or the value of our securities. You are encouraged to review
these and other risk factors set forth in the Risk Factors section of our most recent annual report on Form 10-K, as updated in
our most recent quarterly report on Form 10-Q, and in other documents we file with the SEC.
###