0001821769FALSE00018217692025-05-212025-05-21
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 21, 2025
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| Navitas Semiconductor Corporation |
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-39755 |
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85-2560226 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
| of incorporation) |
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| 3520 Challenger Street, |
Torrance, |
California |
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90503-1640 |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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| 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 8.01. Other Events.
On May 21, 2025, Navitas Semiconductor Corporation (the “Company”) issued a press release relating to the Company’s collaboration with Nvidia Corporation on next generation 800V HVDC architecture. The press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.
“At the Market Offering” Program
As previously disclosed in the Company’s Current Report on Form 8-K, filed March 20, 2025 with the Securities and Exchange Commission (the “SEC”), on March 19, 2025, the Company entered into an Open Market Sale AgreementSM (the “Sale Agreement”) with Jefferies LLC (“Jefferies”) as sales agent, pursuant to which the Company may sell shares of its Class A common stock, par value $0.0001 per share (the “Class A common stock”), from time to time through Jefferies as its sales agent through an “at the market offering” program (the “Offering”). Pursuant to the prospectus supplement dated March 19, 2025 related to the Offering that was filed with the SEC effective March 20, 2025, the Company subsequently sold shares of its Class A common stock having an aggregate sales price of $50,000,000.
On May 27, 2025, the Company filed with the SEC a prospectus supplement dated May 27, 2025 (the “Prospectus Supplement”) related to the Offering, pursuant to which the Company may sell additional shares of its Class A common stock having an aggregate sales price of up to $50,000,000.
The additional shares of Class A common stock to be issued and sold, if any, under the Sale Agreement are offered pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-269752), which was previously filed with the SEC on February 14, 2023 (as thereafter amended, the “Registration Statement”) and was declared effective by the SEC on April 28, 2023, and the Prospectus Supplement. The issuance and sale, if any, of shares of Class A common stock by the Company under the Sale Agreement is subject to the continued effectiveness of the Registration Statement, and the Company makes no assurances as to the continued effectiveness of the Registration Statement.
Under the terms of the Sale Agreement, the Company will set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sale Agreement, Jefferies as sales agent may sell the shares by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Jefferies will use commercially reasonable efforts in conducting such sales activities consistent with its normal trading and sales practices, and applicable state and federal laws. The Sale Agreement may be terminated by the Company or Jefferies for any reason, upon written notice to the other party as specified in the Sale Agreement.
The Sale Agreement provides that Jefferies will be entitled to compensation for its services of up to 3.0% of the gross sales price of all shares sold through Jefferies under the Sale Agreement. The Company has no obligation to sell any shares under the Sale Agreement, and may at any time suspend solicitation and offers under the Sale Agreement.
The Company intends to use the net proceeds from the Offering, together with its existing cash, cash equivalents and trade receivables, for working capital and other general corporate purposes, including potential acquisitions or strategic manufacturing investments. The Company may use a portion of the net proceeds to fund possible investments in and acquisitions of complementary businesses; however, the Company currently has no agreements or commitments to complete any such transaction.
The Company may also use a portion of the net proceeds for manufacturing capital expenditures, to make minority investments or to enter into partnerships or joint ventures.
The Sale Agreement contains customary representations, warranties and covenants of the Company and also provides for customary indemnification obligations of the Company and Jefferies, including for liabilities under the Securities Act, as well as customary other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Sale Agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to such agreement. The foregoing summary of the Sale Agreement is qualified in its entirety by reference to the Sale Agreement, a copy of which was previously filed as Exhibit 1.1 to the Current Report on Form 8-K filed by the Company with the SEC on March 20, 2025 and is incorporated herein by reference.
In connection with the filing of the Prospectus Supplement, Paul D. Delva, Senior Vice President, General Counsel and Secretary of the Company, delivered an opinion as to the legality of the issuance and sale of the additional shares of Class A common stock in the Offering, a copy of which is attached hereto as Exhibit 5.1 and is incorporated herein by reference.
This Current Report on Form 8-K 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.
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| Exhibit Number |
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Description |
5.1 |
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23.1 |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within 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.
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NAVITAS SEMICONDUCTOR CORPORATION |
| Dated: May 27, 2025 |
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By: |
/s/ Gene Sheridan |
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Gene Sheridan |
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President and Chief Executive Officer |
EX-5.1
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a51opinionofcounseledgarps.htm
EX-5.1
Document
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Navitas Semiconductor Corporation
3520 Challenger Street
Torrance, CA 90503-1640
Paul D. Delva
Sr. V.P., General Counsel and Secretary
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May 27, 2025
Navitas Semiconductor Corporation
3520 Challenger Street
Torrance, California 90503-1640
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the “Act”) of shares of Class A Common Stock, par value $0.0001 per share (the “Common Stock”), of Navitas Semiconductor Corporation, a Delaware corporation (the “Company”), having an aggregate sales price of up to $50,000,000 (the “Shares”), and the proposed sale by the Company of the Shares pursuant to that certain Open Market Sale AgreementSM, dated March 19, 2025 (the “Sale Agreement”), by and between the Company and Jefferies LLC, as sales agent under the Sale Agreement, I, as general counsel to the Company, have examined such corporate records, certificates, agreements and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, it is my opinion that:
1. When the registration statement on Form S-3, as amended on Form S-3/A (File No. 333-269752), relating to the Shares (the “Registration Statement”) became effective under the Act on April 28, 2023 pursuant to the Notice of Effectiveness filed by the Securities and Exchange Commission on April 28, 2023, the terms of the sale of the Common Stock, including the sale of the Shares pursuant to the Sale Agreement, were duly established in conformity with the Company’s Second Amended and Restated Certificate of Incorporation so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and when the Shares have been duly issued and sold as contemplated by the Registration Statement and the prospectus supplement dated May 27, 2025 relating to the offering of the Shares pursuant to the Sale Agreement (the “Prospectus Supplement”), the Shares will be validly issued, fully paid and nonassessable.
In rendering the foregoing opinion, I am not passing upon any disclosure in the Registration Statement, the Prospectus Supplement or any other related prospectus or other offering material relating to the offer and sale of the Shares.
The foregoing opinion is limited to the federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware, and I am expressing no opinion as to the effect of the laws of any other jurisdiction.
I have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by me to be responsible.
Navitas Semiconductor Corporation
May 27, 2025
Page 2
I hereby consent to the incorporation by reference of this letter into the Registration Statement and to the reference to me under the heading “Legal Matters” in the prospectus contained therein and in the Prospectus Supplement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act.
Yours very truly,
/s/ Paul D. Delva
Paul D. Delva
Senior Vice President, General Counsel and Secretary
EX-99.1
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ex9912025-05x21prrenvidiac.htm
EX-99.1
Document
NVIDIA Selects Navitas to Collaborate on Next Generation 800V HVDC Architecture
Navitas’ GaN and SiC technologies have been selected to support Nvidia’s 800 V HVDC data center power infrastructure to support 1 MW IT racks and beyond.
TORRANCE, CA – May 21st, 2025 — Navitas Semiconductor (Nasdaq: NVTS), the industry leader in next-generation GaNFast™ gallium nitride (GaN) and GeneSiC™ silicon carbide (SiC) power semiconductors, today announced a collaboration with NVIDIA (Nasdaq: NVDA) on their next-generation 800 V HVDC architecture to support ‘Kyber’ rack-scale systems powering their GPUs, such as Rubin Ultra, enabled by GaNFast™ and GeneSiC™ power technologies.
NVIDIA’s next generation of 800V DC architecture aims to establish high-efficiency, scalable power delivery for next-generation AI workloads, to ensure greater reliability, efficiency, and reduced infrastructure complexity.
Today’s existing data center architecture uses traditional 54 V in-rack power distribution and is limited to a few hundred kilowatts (kW). Bulky copper busbars are required to transfer this low-voltage electricity from the rack-mounted power shelves to the compute trays. As power increases above 200 kW, this architecture runs into physical limits due to power density, copper requirements, and reduced system efficiency.
Modern AI data centers require gigawatts (GW) of power for the increasing demand for AI computation. Nvidia’s approach is to directly convert the 13.8 kV AC grid power to 800 V HVDC at the data center perimeter using solid state transformers (SST) and industrial-grade rectifiers, eliminating several AC/DC and DC/DC conversion steps, maximizing efficiency and reliability.
Due to the higher voltage level of 800 V HVDC, the thickness of copper wires can be reduced by up to 45%, due to I2R losses, where the same amount of power can be delivered with increased voltage and lower current. Using a traditional 54V DC system, over 200 kg of copper would be needed to power a 1MW rack, which is not sustainable for next-generation AI data centers with GW power demand.
The 800V HVDC directly powers the IT racks (eliminating the need for additional AC-DC converters) and is converted by DC-DC converters to lower voltages, which will drive GPUs, such as the Rubin Ultra.
Navitas is an established leader in AI data center solutions enabled by GaN and SiC technology. The high-power GaNSafe™ power ICs integrate control, drive, sensing, and critical protection features, enabling unprecedented reliability and robustness. GaNSafe is the world’s safest GaN with short-circuit protection (350ns max latency), 2kV ESD protection on all pins, elimination of negative gate drive, and programmable slew rate control. All these features are controlled with 4-pins, allowing the package to be treated like a discrete GaN FET, requiring no VCC pin.
Additionally, Navitas offers a family of medium voltage (80-120V) GaN devices, which have been optimized for secondary side DC-DC conversion, delivering high-speed, high efficiency, and small footprint, for AI data centers PSUs with outputs of 48V-54V.
Enabled by 20 years of SiC innovation leadership, GeneSiC proprietary ‘trench-assisted planar’ technology provides world-leading performance over temperature, delivering high-speed, cool-running operation for high-power, high-reliability applications. G3F SiC MOSFETs deliver high-efficiency with high-speed performance, enabling up to 25°C lower case temperature, and up to 3x longer life than SiC products from other vendors.
Offering the industry’s broadest voltage range – stretching from 650 V to ultra-high voltages of 2.3 kV to 6.5 kV, the SiC technology has been implemented in multiple projects for MW energy storage and grid-tied inverters with the Department of Energy (DoE).
Fig. 1. Navitas GaN and SiC technologies cover the complete power delivery from grid to the GPU.
In August 2023, Navitas introduced a high-speed, high-efficiency 3.2 kW CRPS, achieving a 40% smaller size than best-in-class, legacy silicon solutions for power-hungry AI and Edge computing. This was followed by the world’s highest power density 4.5 kW CRPS, achieving a ground-breaking 137 W/in3, and an efficiency of over 97%. In November 2024, Navitas released the world’s first 8.5 kW AI data center power supply, powered by GaN and SiC that could meet 98% efficiency, complying with the Open Compute Project (OCP) and Open Rack v3 (ORv3) specifications. Additionally, Navitas created IntelliWeave, an innovative patented new digital control technique, that when combined with high-power GaNSafe and Gen 3-Fast SiC MOSFETs, enables PFC peak efficiencies to 99.3% and reduces power losses by 30% compared to existing solutions. Alongside the Computex exhibition in Taiwan, the latest release of their 12 kW PSU was presented at the Navitas ‘AI Tech Night’ on 21st May.
“We are proud to be selected by NVIDIA to collaborate on their 800 HVDC architecture initiative. Our latest innovations in high-power GaN and SiC technologies have seen world firsts and have created new inflections into markets such as AI datacenters and electric vehicles”, said Gene Sheridan, CEO and co-founder of Navitas. “With our wide portfolio range, we can support NVIDIA’s 800V HVDC infrastructure, from grid to the GPU. We appreciate that NVIDIA recognizes our technology and commitment to driving the next generation of data center power delivery.”
NVIDIA’s 800V HVDC architecture will improve end-to-end power efficiency up to 5%, reduce maintenance costs by 70% (due to fewer PSU failures), and lower cooling costs by directly connecting HVDC to the IT and compute racks.
To read NVIDIA’s technical blog, please click here. For more information on Navitas’ AI roadmap, please visit here or contact us at info@navitassemi.com
About Navitas
Navitas Semiconductor (Nasdaq: NVTS) is the only pure-play, next-generation power-semiconductor company, celebrating 10 years of power innovation, founded in 2014. GaNFast™ power ICs integrate gallium nitride (GaN) power and drive, with control, sensing, and protection to enable faster charging, higher power density, and greater energy savings. Complementary GeneSiC™ power devices are optimized high-power, high-voltage, and high-reliability silicon carbide (SiC) solutions. Focus markets include AI data centers, EV, solar, energy storage, home appliance / industrial, mobile, and consumer. Over 300 Navitas patents are issued or pending, with the industry’s first and only 20-year GaNFast warranty. Navitas was the world’s first semiconductor company to be CarbonNeutral®-certified.
Navitas Semiconductor, GaNFast, GaNSense, GeneSiC, and the Navitas logo are trademarks or registered trademarks of Navitas Semiconductor Limited and affiliates. All other brands, product names, and marks are or may be trademarks or registered trademarks used to identify products or services of their respective owners.
Contact Information
Llew Vaughan-Edmunds, Sr Director, Product Management & Marketing
info@navitassemi.com
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