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): September 18, 2026

Navitas Semiconductor Corporation

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ¨

On September 19, 2026, Navitas Semiconductor Corporation (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Magnachip Semiconductor Corporation (“Magnachip”), pursuant to which Magnachip agreed to issue and sell to the Company 1,461,988 shares of Magnachip’s common stock, par value $0.01 per share (the “MX 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 customary closing conditions. 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 Company and Magnachip.

The Purchase Agreement also provides that Magnachip will file with the 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 MX Common Stock issued in the transaction. Magnachip 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 Magnachip that the registration statement will not be reviewed or is no longer subject to further review and comments.

Subject to the resale registration rights described in the previous paragraph, the shares of MX 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 Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The summary description of the Purchase Agreement in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement.

(d) Exhibits.

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.

ATTACHMENTS / EXHIBITS

EXHIBIT 10.1

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