Navitas Semiconductor Corp 8-K

What Happened
Navitas Semiconductor Corporation announced on May 11, 2026 that it entered into a Sales Agreement with Craig-Hallum Capital Group LLC and UBS Securities LLC to conduct an "at-the-market" (ATM) offering to sell up to $125.0 million of its Class A common stock. The company filed an ATM prospectus supplement the same day and will sell shares under its shelf registration statement on Form S-3ASR (File No. 333-295754), effective May 11, 2026. Separately, on May 8, 2026 Navitas delivered written notice terminating its prior Jefferies open market sale agreement (the Jefferies agreement had effectively expired in July 2025).

Key Details

• Offering size: up to $125.0 million of Class A common stock via an ATM program.
• Sales agents: Craig-Hallum Capital Group LLC and UBS Securities LLC; compensation up to 3.0% of gross proceeds per sale.
• Mechanics: Shares may be sold on Nasdaq or other trading markets, in negotiated transactions or other permitted methods; the company has no obligation to sell shares and may suspend the program at any time.
• Registration: Sales will be made pursuant to the company’s Form S-3ASR shelf registration and the May 11, 2026 ATM prospectus supplement.

Why It Matters
This agreement provides Navitas a flexible, on‑demand way to raise equity capital up to $125 million over time. Any actual sales under the program would increase the company’s outstanding shares (dilution) and reduce proceeds by the sales agents’ fees (up to 3%). Because the company is not required to sell shares and can suspend the program, there is no immediate dilution or capital impact until and unless shares are sold. The Jefferies termination notice is administrative, clarifying the status of a prior sales arrangement.