Navitas Semiconductor Corporation filed a Form 8-K on September 21, 2026, disclosing that it entered into a Stock Purchase Agreement on September 19, 2026 to acquire shares of Magnachip Semiconductor Corporation for an aggregate purchase price of $5,000,000.

Key Highlights

  • Share count and price: Navitas agreed to purchase 1,461,988 shares of Magnachip common stock at $3.42 per share.
  • Aggregate consideration: The total purchase price is $5,000,000.
  • Expected closing: The transaction is expected to close on or about September 24, 2026, subject to customary closing conditions.
  • Registration obligation: Magnachip agreed to file a resale registration statement on Form S-3 with the SEC no later than 30 days after closing.
  • Registration effectiveness timeline: Magnachip agreed to use commercially reasonable efforts to make the registration statement effective within 60 days after closing, or 90 days if the SEC reviews it.
  • Exemption from registration: The shares will be issued in reliance on Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D.

Navitas Semiconductor Enters Stock Purchase Agreement With Magnachip

According to the filing, Navitas Semiconductor Corporation (NASDAQ:NVTS) entered into a Stock Purchase Agreement with Magnachip Semiconductor Corporation on September 19, 2026. Under the agreement, Magnachip agreed to issue and sell to Navitas 1,461,988 shares of Magnachip common stock, par value $0.01 per share, at a purchase price of $3.42 per share, for an aggregate purchase price of $5,000,000. The filing notes that the 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 Company and Magnachip."

The filing states that the closing is expected to occur on or about September 24, 2026, subject to the satisfaction or waiver of customary closing conditions. Regarding registration of the acquired shares, the filing discloses that Magnachip agreed to file a resale registration statement on Form S-3 with the SEC no later than 30 days after closing. Magnachip further agreed to use commercially reasonable efforts to cause that registration statement to become effective within 60 days following closing, or within 90 days if the SEC reviews the registration statement, or, if earlier, by the fifth business day after the SEC notifies Magnachip that the statement will not be reviewed or is no longer subject to further review and comments.

The filing notes that, subject to those resale registration rights, the Magnachip shares issued under the agreement will not be registered under the Securities Act of 1933, as amended, and will be issued in reliance on the exemption provided by Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D. The Purchase Agreement is filed as Exhibit 10.1 to the Current Report, and the filing states that the summary description "does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement."

What Was Disclosed

Navitas Semiconductor disclosed a Stock Purchase Agreement to acquire 1,461,988 shares of Magnachip Semiconductor common stock at $3.42 per share for $5,000,000 in aggregate, with closing expected around September 24, 2026 and a resale registration statement to follow within 30 days of closing.