1. Organization and Liquidity

Description of Business

GCT Semiconductor Holding, Inc. and its wholly owned subsidiaries (collectively “GCT” or the “Company”) is headquartered in San Jose, California, with international offices in South Korea, China, Taiwan, and Japan. The Company is a fabless semiconductor company that specializes in the design, manufacturing, and sale of communication semiconductors, including high-speed wireless communication technologies such as 5G/4.75G/4.5G/4G transceivers and modems, which are essential for a wide variety of industrial, business-to-business (“B2B”) and consumer applications.

Liquidity

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets, liabilities, and commitments in the normal course of business. Through June 30, 2026, the Company has incurred operating losses and negative cash flows from operating activities and had an accumulated deficit of $635.6 million as of June 30, 2026. The Company’s existing sources of liquidity as of June 30, 2026 include cash and cash equivalents of $30.2 million. The Company has historically funded operations primarily through the issuance of capital stock and the incurrence of debt. The Company remains dependent on additional fundraising in order to sustain its ongoing operations.

In April 2025, the Company entered into an at-market issuance sales agreement (“ATM Agreement”) with B. Riley Securities, Inc. and H.C. Wainwright & Co., LLC, acting as sales agents, pursuant to which the Company may sell shares of its common stock through at-the-market offerings or to the sales agents as principal purchasers (“ATM Offering”). In June 2026, the Company amended the ATM Agreement to increase the maximum aggregate gross proceeds from $75.0 million to $120.0 million. During the six months ended June 30, 2026, the Company received gross proceeds of approximately $55.7 million and incurred issuance costs of approximately $1.8 million related to the ATM Offering (see Note 8).

In December 2025, the Company entered into a convertible promissory note purchase agreement with Indigo Capital LP (“Indigo”), which provides for the issuance of convertible promissory notes of up to $20.0 million in aggregate (“Indigo Notes”). During the six months ended June 30, 2026, the Company received gross proceeds of $2.8 million from the issuance of three Indigo Notes with a principal amount $1.0 million each (see Note 6).

In March 2026, the Company entered into a convertible promissory note purchase agreement with Obsidian Global GP, LLC (“Obsidian”), which provides for the issuance of convertible promissory notes of up to $20.0 million in aggregate (“Obsidian Notes”). Through June 30, 2026, no Obsidian Notes have been issued.

To fund its operations over the longer term, the Company will need to start generating positive cash flows, renegotiate its existing debt obligations, and raise additional capital through debt or equity financing. Management’s plans include seeking additional financing, such as issuances of equity, issuances of debt and convertible debt instruments. Sales of additional equity securities, convertible debt, or warrants by the Company could dilute the interests of existing stockholders. The Company will require significant additional financing to meet its planned capital needs and is pursuing opportunities to obtain additional financing through equity or debt alternatives. There can be no assurance that such additional debt or equity financing will be available on terms acceptable to the Company or at all. These factors raise substantial doubt about the Company’s ability to continue as a going concern beyond twelve months after the date that these unaudited condensed consolidated financial statements are issued. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.