Item 1.01. Entry into a Material Definitive Agreement.
On September 18, 2026, Magnachip Semiconductor Corporation (the “Company”) entered into a privately negotiated Stock Purchase Agreement (the “Purchase Agreement”) with Navitas Semiconductor Corporation (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser 1,461,988 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a purchase price of $3.42 per share, for an aggregate purchase price of $5,000,000.
The closing of the transactions contemplated by the Purchase Agreement is expected to occur on or about September 24, 2026 subject to the satisfaction or waiver of the applicable closing conditions. The closing of the transactions contemplated by the Purchase Agreement is subject to the satisfaction or waiver of customary closing conditions.
The Purchase Agreement also provides that the Company will file with the U.S. Securities and Exchange Commission (the “SEC”), no later than 30 days after the closing, a registration statement on Form S-3 covering the resale of the shares of Common Stock issued in the transaction. The Company agreed to use commercially reasonable efforts to cause the registration statement to become effective within 60 days following the closing or 90 days following closing if the SEC reviews the registration statement, or, if earlier, by the fifth (5th) business day after the SEC notifies the Company that the registration statement will not be reviewed or is no longer subject to further review and comments.
The shares of Common Stock issuable pursuant to the Purchase Agreement will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D promulgated thereunder. The Company relied on these exemptions from registration based in part on representations made by the Purchaser.
The foregoing summary is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K. The Purchase Agreement contains customary representations, warranties and covenants, which were made only for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, and may be subject to limitations agreed upon by the contracting parties.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The shares of the Company’s common stock to be issued and sold pursuant to the Purchase Agreement will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Neither this Current Report on Form 8-K nor the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock of the Company.
Item 7.01. Regulation FD Disclosure.
On September 21, 2026, the Company issued a press release announcing the closing of a private placement for $5,000,000. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purpose of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished as part of this report: