Navitas Semiconductor Corp 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Our management, including our chief executive officer and chief financial officer, have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2023. Based on that evaluation, our management, including our chief executive and chief financial officer, concluded that as of December 31, 2023, our disclosure controls and procedures were effective to provide a reasonable assurance that the information required to be disclosed by us in this Annual Report on Form 10-K was reported within the time periods specified by SEC rules and regulations, and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding the required disclosures. Management’s Annual Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act). Management assessed the effectiveness of its internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the Internal Control-Integrated Framework (2013), or the COSO Report. Based on this assessment, management concluded that our internal control over financial reporting is effective as of December 31,, 2023. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Moss Adams LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K and, as part of its audit, has issued an attestation report, included herein, on the effectiveness of our internal control over financial reporting. Material Weaknesses As disclosed in our annual report on Form 10-K for the year ended December 31, 2022, management concluded that a material weakness existed in our internal control over financial reporting. Specifically we determined that due to a lack of sufficient number of trained professional with technical accounting expertise to identify, evaluate, value and account for complex and non-routine transactions, including revenue and stock-based compensation. We also found we have insufficient accounting resources to maintain appropriate segregation of duties, including to ensure journal entries are reviewed by personnel independent of the preparer during our year ended December 31, 2022. During the twelve months ended December 31, 2023, management has evaluated the design and operating effectiveness of internal controls over financial reporting and has taken the following steps to remediate the identified material weaknesses: • Management has added a SEC reporting manager, a staff accountant and two accounts payable accountant. • For complex transactions and to the extent there is a lack of knowledge within the current accounting team, management engaged external professional firms to assist with the applicable transactions as they arise. 87 Table of Contents • Management hired a consulting firm to act as the Company’s co-sourced internal audit department and assist with the Company’s SOX 404(b) requirements. • As part of the Company’s SOX 404(b) requirements, management has identified and implemented additional internal controls to mitigate the material weaknesses identified from the prior year. During the twelve months ended December 31, 2023, management tested the remediated controls related to the material weakness described above for a sufficient period of time, and management has concluded, through testing, that as of December 31, 2023, these controls were operating effectively. Therefore, management has concluded that the material weaknesses previously identified in the Company’s internal control over financial reporting has been remediated at December 31, 2023. Regardless of the previously identified and now remediated material weaknesses, management has concluded that the Company’s consolidated financial statements included in this annual report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows as of the date, and for the periods presented, in conformity with U.S. GAAP. Changes in Internal Control Over Financial Reporting There were no significant changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), except as discussed above, that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. 88 Table of Contents Part III Item 10. Directors, Executive Officers and Corporate Governance. The information required by this item is incorporated by reference to the proxy statement on Schedule 14A to be filed with the Securities and Exchange Commission in connection with our 2024 annual stockholders' meeting within 120 days of the fiscal year ended December 31, 2023 (our “Proxy Statement”). Our board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our President and Chief Executive Officer, Chief Financial Officer, and other executive and senior officers. The full text of this code of business conduct and ethics is posted on the investor relations page of our website, at https://ir.navitassemi.com/corporate-governance/documents-charters. The reference to our website address in this filing does not include or incorporate by reference the information on that website into this filing. We intend to disclose future amendments to certain provisions of this code of business conduct and ethics, or waivers of these provisions, on our website or in public filings to the extent required by the applicable rules. Item 11. Executive Compensation. The information required by this item is incorporated by reference to our Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters. The information required by this item is incorporated by reference to our Proxy Statement. Item 13. Certain Relationships and Related Person Transactions. The information required by this item is incorporated by reference to our Proxy Statement. Item 14. Principal Accountant Fees and Services. The information required by this item is incorporated by reference to our Proxy Statement. Part IV Item 15. Exhibits and Financial Statement Schedules. (a) (1) Financial Statements . Financial statements included in this annual report are listed under Part II, Item 8. (2) Financial Statement Schedules . Schedules not listed above have been omitted because they are not required, not applicable, or the required information is otherwise included. (3) Exhibits. The exhibits listed below are filed or furnished, as applicable, as part of this annual report or are incorporated by reference as indicated. 89 Table of Contents EXHIBIT INDEX Incorporated by Reference Exhibit Description Form File No. Exhibit Filing Date 2.1 Business Combination Agreement and Plan of Reorganization, dated as of May 6, 2021, among Live Oak Acquisition Corp. II, Live Oak Merger Sub Inc. and Navitas Semiconductor Limited, including as domesticated in the State of Delaware as Navitas Semiconductor Ireland, LLC (“Legacy Navitas”) S-4 333-256880 2.1 6/8/2021 2.2 Agreement and Plan of Merger, dated as of August 15, 2022, by and among Navitas Semiconductor Corporation, Gemini Acquisition LLC, GeneSiC Semiconductor Inc., Ranbir Singh and The Ranbir Singh Irrevocable Trust dated February 4, 2022 10-Q 001-39755 2.1 11/14/2022 3.1 Second Amended and Restated Certificate of Incorporation of Navitas Semiconductor Corporation 8-K 001-39755 3.1 10/25/2021 3.2 Amended and Restated Bylaws of Navitas Semiconductor Corporation 8-K 001-39755 3.2 10/25/2021 4.1* Description of Registrant’s Securities 10.1† Navitas Semiconductor Corporation 2021 Equity Incentive Plan 8-K/A 001-39755 10.5 11/15/2021 10.2† Form of Restricted Stock Unit Agreement 8-K 001-39755 10.6 10/25/2021 10.3† Form of Stock Option Agreement 8-K 001-39755 10.7 10/25/2021 10.4† Amended and Restated Navitas Semiconductor Limited 2020 Equity Incentive Plan S-4/A 333-256880 10.16 8/23/2021 10.5 Warrant Agreement, dated December 2, 2020, between Live Oak Acquisition Corp. II and Continental Stock Transfer & Trust Company, as warrant agent 8-K 001-39755 4.1 12/8/2020 10.6 Private Placement Warrants Purchase Agreement, dated December 2, 2020, between Live Oak Acquisition Corp. II and Live Oak Sponsor Partners II, LLC 8-K 001-39755 10.4 12/8/2020 10.7 Registration Rights Agreement, dated December 2, 2020, among Live Oak Acquisition Corp. II, Live Oak Sponsor Partners II, LLC and certain other security holders named therein 8-K 001-39755 10.3 12/8/2020 10.8† Form of Indemnification Agreement 8-K 001-39755 10.4 10/25/2021 10.9 Lock-Up Agreement (Management) , dated as of May 6, 2021, among Live Oak Acquisition Corp. II, Legacy Navitas and certain equity holders of Legacy Navitas 8-K 001-39755 10.2 5/7/2021 10.10 Lock-Up Agreement (VPs) , dated as of May 6, 2021, among Live Oak Acquisition Corp. II, Legacy Navitas and certain equity holders of Legacy Navitas 8-K 001-39755 10.3 5/7/2021 10.11 Lock-Up Agreement (Non-Management) , dated as of May 6, 2021, among Live Oak Acquisition Corp. II, Legacy Navitas and certain equity holders of Legacy Navitas 8-K 001-39755 10.4 5/7/2021 10.12 Letter Agreement, dated December 2, 2020, among Live Oak Acquisition Corp. II, its officers and directors and Live Oak Sponsor Partners II, LLC 8-K 001-39755 10.1 12/8/2020 10.13 Sponsor Letter Agreement, dated May 6, 2021, between Live Oak Acquisition Corp. II and Live Oak Sponsor Partners II, LLC 8-K 001-39755 10.5 5/7/2021 90 Table of Contents Incorporated by Reference Exhibit Description Form File No. Exhibit Filing Date 10.14 Amendment to Letter Agreement, dated May 6, 2021. among Live Oak Acquisition Corp. II, its officers and directors and Live Oak Sponsor Partners II, LLC 8-K 001-39755 10.5 5/7/2021 10.15† Employment Agreement of Gene Sheridan , dated as of May 6, 2021 S-4/A 333-256880 10.14 8/23/2021 10.16† Employment Agreement of Daniel Kinzer , dated as of May 6, 2021 S-4/A 333-256880 10.15 8/23/2021 10.17† Employment Agreement of Todd Glickman, dated as of May 6, 2021 8-K 001-39755 10.2 10/25/2021 10.18 Sponsor Letter Agreement, dated October 6, 2021, among Live Oak Sponsor Partners II, LLC, Live Oak Acquisition Corp. II and Navitas Semiconductor Limited 8-K 001-39755 10.3 10/7/2021 10.19† Stock Repurchase Agreement, dated March 4, 2022, between Todd Glickman and Navitas Semiconductor Corporation 10-Q 001-39755 10.5 5/16/2022 10.20† Employment Offer Letter, dated May 17, 2022, between Ron Shelton and Navitas Semiconductor Corporation 10-Q 001-39755 10.1 8/15/2022 10.21† Registration Rights Agreement, dated August 15, 2022, among Navitas Semiconductor Corporation, Ranbir Singh and The Ranbir Singh Irrevocable Trust dated February 4, 2022 10-Q 001-39755 10.1 11/14/2022 10.22† Employment Offer Letter, dated August 15, 2022, among Navitas Semiconductor Corporation, Navitas Semiconductor USA, Inc. and Ranbir Singh 10-K/A 001-39755 10.31 4/14/2023 10.23†* Navitas Semiconductor 2022 Employee Stock Purchase Plan 10.24† N avitas Semiconductor Executive Severan ce Pla n 8-K 001-39755 10.1 1/3/2024 10.25†* E mployment O ffer L e tter , dated December 1, 2023, between Navitas Semiconductor USA, I nc. and Janet Chou 10.26†* L etter Agreement, dated January 9, 2 024, among Navitas Semicon ductor USA, In c., Navitas Semiconductor C orporatio n and Ro n Shelton 19.1* I nsider Trading Policy 19.2* Equity Grant Policy and Procedures 21.1* List of Subsidiaries 23.1* C onsent of Moss Adams LLP 23.2* Consent of Deloitte & Touche LLP 24.1* Power of Attorney (included on signature page) 31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act 31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act 32.1** Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. § 1350 97.1* Navitas Semiconductor Dodd-Frank Clawback Policy 101.SCH* XBRL Taxonomy Extension Schema Document 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* XBRL Taxonomy Extension Label Linkbase Document 91 Table of Contents Incorporated by Reference Exhibit Description Form File No. Exhibit Filing Date 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document _____________________________________________ † Management contract or compensatory arrangement. * Filed herewith. ** Furnished herewith. 92 Table of Contents 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 thereunto duly authorized. NAVITAS SEMICONDUCTOR CORPORATION By: /s/ Gene Sheridan Name: Gene Sheridan Title: President and Chief Executive Officer Date: March 6, 2024 Each person whose signature appears below constitutes and appoints Ron Shelton and Paul D. Delva as his true and lawful attorney-in-fact and agent, with full power of substitution and, for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this annual report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Gene Sheridan Gene Sheridan President, Chief Executive Officer and Director (principal executive officer) March 6, 2024 /s/ Ron Shelton Ron Shelton Chief Financial Officer and Treasurer (principal financial and accounting officer) March 6, 2024 /s/ Daniel Kinzer Daniel Kinzer Chief Operating Officer, Chief Technology Officer and Director March 6, 2024 /s/ Richard J. Hendrix Richard J. Hendrix Director March 6, 2024 /s/ Brian Long Brian Long Director March 6, 2024 /s/ David Moxam David Moxam Director March 6, 2024 /s/ Dipender Saluja Dipender Saluja Director March 6, 2024 /s/ Gary K. Wunderlich, Jr. Gary K. Wunderlich, Jr. Director March 6, 2024 93