Magnachip Semiconductor Corporation filed SEC Form 8-K: Costs Associated with Exit or Disposal Activities, Regulation FD Disclosure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 8, 2025

Magnachip Semiconductor Corporation

(Exact name of Registrant as specified in its charter)

Registrant’s telephone number, including area code: +82 (2) 6903-3000

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:

Securities registered pursuant to Section 12(b) of the Act:

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 April 8, 2025, Magnachip Semiconductor Corporation (the “Company”) announced its plan to shut down its Display business (the “Discontinued Business”), which will include the liquidation of Magnachip Mixed-Signal, Ltd., the Company’s wholly owned subsidiary that operates the Discontinued Business (collectively, the “Liquidation”). On April 6, 2025, the Company’s Board of Directors unanimously approved the Liquidation. Prior to the decision to effect the Liquidation, the Company performed a thorough review of a number of factors including the Discontinued Business’ competitive landscape, declining revenue of the Discontinued Business, the current and expected profitability for the Discontinued Business and the Company’s strategic focus on the Company’s Power business, and concluded that the Discontinued Business is currently unsustainable and cannot be restructured in a way that will allow the Company to achieve profitable growth. As previously reported, the Company explored strategic options for the Discontinued Business, including a sale of the Discontinued Business, but the Company has not been able to consummate any such transaction, following several months of discussions with several interested parties, on terms that the Company’s Board of Directors believed were in the best interests of the Company and its stockholders. Therefore, the Company has already begun notifying its customers impacted by this decision. While the Company currently expects to exit the operations of the Discontinued Business by the end of the second quarter of 2025, the Company will continue to evaluate opportunities to monetize Display assets.

At the time of the filing of this Current Report on Form 8-K, the Company is unable in good faith to make a determination of an estimate of the total amount or range of amounts expected to be incurred by the Company in connection with the Liquidation. The Company expects to file an amendment to this Current Report on Form 8-K within four business days after it makes a determination of an estimate or range of estimates of the costs that are expected to be incurred in connection with the Liquidation.

Safe Harbor for Forward-Looking Statements 

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. All forward-looking statements included in this report, including expectations about costs and time period to complete the Liquidation, are based upon information available to the Company as of the date of this report, which may change, and the Company assumes no obligation to update any such forward-looking statements. These statements are not guarantees of future performance and actual results could differ materially from the Company’s current expectations. Factors that could cause or contribute to such differences include the risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company assumes no obligation and does not intend to update the forward-looking statements provided, whether as a result of new information, future events or otherwise.

On April 8, 2025, the Company issued a press release announcing the Liquidation as described in Item 2.05 of this Form 8-K. A copy of the Company’s press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

(d) Exhibits

The following exhibit is furnished as part of this report:

SIGNATURE

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.