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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):
November 6, 2025
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 obligation 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 November 7, 2025,
Navitas Semiconductor Corporation (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
with certain accredited investors (collectively, the “Purchasers”) for the issuance and sale in a private placement (the “Private
Placement”) of an aggregate of 14,814,813 shares (the “Shares”) of Class A common stock of the Company, par value $0.0001
(the “Common Stock”), at a purchase price of $6.75 per share. The
Private Placement closed on November 10, 2025. The Purchase Agreement contains customary representations, warranties and agreements
by the Company, customary conditions to closing, indemnification obligations of the Company and the Purchasers, including for liabilities
under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with the
Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”), dated as
of November 7, 2025, with the Purchasers, pursuant to which the Company agreed to prepare and file a registration statement with the Securities
and Exchange Commission (the “SEC”) registering the resale of the Shares no later than November 17, 2025, and to use commercially
reasonable efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later
than 120 days following the date of the Registration Rights Agreement in the event of a “full review” by the SEC.
The gross proceeds to
the Company from the Private Placement were approximately $100 million, before deducting placement agent fees and expenses and estimated
offering expenses payable by the Company. The Company intends to use the net proceeds received from the Private Placement for working
capital and general corporate purposes.
Needham & Company,
LLC (the “Placement Agent”) served as the Company’s sole placement agent in connection with the Private Placement pursuant
to a placement agent agreement (the “Placement Agreement”), dated November 6, 2025, by and between the Company and the Placement
Agent. A copy of the Placement Agreement is attached hereto as Exhibit 10.1.
The foregoing descriptions
of the terms and conditions of the Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are qualified
in their entirety by the full text of the forms of the Purchase Agreement and Registration Rights Agreement, which are attached hereto
as Exhibits 10.2 and 10.3, respectively.
Item 3.02 Unregistered
Sales of Equity Securities.
The information contained
in Item 1.01 of this Current Report on Form 8-K in relation to the Shares is incorporated herein by reference. The Shares were issued
in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
| |
|
| 10.1 |
|
Placement Agent Agreement, dated November 6, 2025, by and among the Company and Needham & Company, LLC. |
| 10.2* |
|
Form of Securities Purchase Agreement. |
| 10.3* |
|
Form Registration Rights Agreement. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL Document). |
| |
|
|
| * |
|
Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule 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 thereunto duly authorized.
| Date: November 10, 2025 |
Navitas
Semiconductor Corporation |
| |
|
|
| |
By: |
/s/ Chris Allexandre |
| |
Name: |
Chris Allexandre |
| |
Title: |
President and Chief Executive Officer |
