Navitas Semiconductor Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities
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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 | |