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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. ¨

 

 

 

 

 

 

Item 8.01Other Events.

 

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