What changed in this filing

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Item 1. Financial Statements

2025-05-09 compared with 2024-11-05 · 237 added, 283 removed, 391 unchanged (57% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except shares and par value) September 30, 2024 December 31, 2023

(In thousands, except shares and par value) March 31, 2025 December 31, 2024

CURRENT ASSETS:

5 unchanged sentences

Total current assets 108,300 120,266

ACCOUNTS RECEIVABLE NONCURRENT, net of allowance of $ 773 and $ 0 , respectively

RESTRICTED CASH 483 1,503

PROPERTY AND EQUIPMENT, net 14,706 15,421

9 unchanged sentences

Operating lease liabilities, current 1,772 1,767

Customer deposit and deferred revenue 2,006 10,953

Total current liabilities 19,309 21,144

2 unchanged sentences

DEFERRED TAX LIABILITIES 428 441

ACCRUED ROYALTIES NONCURRENT 1,652 1,897

NONCURRENT LIABILITIES 2,066 4,619

Total liabilities 29,010 41,965

1 unchanged sentence

STOCKHOLDERS’ EQUITY:

Class A common stock, $ 0.0001 par value, 750,000,000 shares authorized as of September 30, 2024 and December 31, 2023, and 186,788,292 and 179,196,418 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

Class B common stock, $ 0.0001 par value, 10,000,000 shares authorized as of September 30, 2024 and December 31, 2023, and 0 shares issued and outstanding at both September 30, 2024 and December 31, 2023

Class A common stock, $ 0.0001 par value, 740,000,000 shares authorized as of March 31, 2025 and December 31, 2024, and 191,763,399 and 188,114,202 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Class B common stock, $ 0.0001 par value, 10,000,000 shares authorized as of March 31, 2025 and December 31, 2024, and 0 shares issued and outstanding at both March 31, 2025 and December 31, 2024

Additional paid-in capital 743,420 732,784

6 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

September 30, Nine Months Ended

September 30,

Three Months Ended March 31,

(In thousands, except per share amounts) 2025 2024

5 unchanged sentences

Amortization of intangible assets 4,734 4,774

Restructuring expense 1,469 —

Total operating expenses 30,611 41,090

3 unchanged sentences

Dividend income 744 1,680

Gain (loss) from change in fair value of earnout liabilities 9,171 34,473 42,920 ( 25,503 )

Gain from change in fair value of earnout liabilities 8,113 26,199

Other income 18 83

Total other income (expense), net 10,368 36,188 47,202 ( 22,048 )

INCOME (LOSS) BEFORE INCOME TAXES ( 18,605 ) 7,542 ( 44,483 ) ( 113,386 )

INCOME TAX PROVISION (BENEFIT) 125 23 256 ( 13 )

NET INCOME (LOSS) ( 18,730 ) 7,519 ( 44,739 ) ( 113,373 )

NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS — — — ( 518 )

NET INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTERESTS $ ( 18,730 ) $ 7,519 $ ( 44,739 ) $ ( 112,855 )

NET INCOME (LOSS) PER COMMON SHARE:

Basic net income (loss) per share attributable to common stockholders $ ( 0.10 ) $ 0.04 $ ( 0.25 ) $ ( 0.68 )

Diluted net income (loss) per share attributable to common stockholders $ ( 0.10 ) $ 0.04 $ ( 0.25 ) $ ( 0.68 )

WEIGHTED AVERAGE COMMON SHARES USED IN NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS:

Total other income, net 8,837 27,964

LOSS BEFORE INCOME TAXES ( 16,467 ) ( 3,611 )

INCOME TAX PROVISION 82 70

Equity method investment loss ( 280 ) —

NET LOSS $ ( 16,829 ) $ ( 3,681 )

NET LOSS PER COMMON SHARE:

Basic net loss per share attributable to common stockholders $ ( 0.09 ) $ ( 0.02 )

Diluted net loss per share attributable to common stockholders $ ( 0.09 ) $ ( 0.02 )

WEIGHTED AVERAGE COMMON SHARES USED IN NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS:

Basic common shares 187,784 179,779

2 unchanged sentences

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands) 2024 2023 2024 2023

NET INCOME (LOSS) $ ( 18,730 ) $ 7,519 $ ( 44,739 ) $ ( 113,373 )

Other comprehensive income

COMPREHENSIVE INCOME (LOSS) ( 18,730 ) 7,519 ( 44,739 ) ( 113,373 )

COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST — — — ( 518 )

TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST $ ( 18,730 ) $ 7,519 $ ( 44,739 ) $ ( 112,855 )

The accompanying condensed notes are an integral part of these condensed consolidated financial statements.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Stockholders' Equity

NINE MONTHS ENDED SEPTEMBER 30, 2024 Class A common stock Additional

THREE MONTHS ENDED MARCH 31, 2025 Class A common stock Additional

capital Accumulated

1 unchanged sentence

comprehensive

loss Noncontrolling interest Total

Shares Amount

1 unchanged sentence

Issuance of common stock under employee stock option and stock award plans 3,649 — 3,979 — — 3,979

Costs for the issuance of common stock/At-the-market offering — — ( 346 ) — — ( 346 )

Stock-based compensation expense related to employee and non-employee stock awards — — 7,003 — — 7,003

1 unchanged sentence

BALANCE AT MARCH 31, 2025 191,763 $ 22 $ 743,420 $ ( 401,615 ) $ ( 7 ) $ 341,820

Issuance of common stock under employee stock option and stock award plans 505 — 1,123 — — — 1,123

Stock-based compensation expense related to employee and non-employee stock awards — — 11,388 — — — 11,388

Net loss — — — ( 22,328 ) — — ( 22,328 )

BALANCE AT JUNE 30, 2024 183,502 $ 21 $ 714,282 $ ( 326,196 ) $ ( 7 ) $ — $ 388,100

Issuance of common stock under employee stock option and stock award plans 3,337 1 789 — — — 790

Stock-based compensation expense related to employee and non-employee stock awards — — 10,668 — — — 10,668

Net loss — — — ( 18,730 ) — — ( 18,730 )

BALANCE AT SEPTEMBER 30, 2024 186,839 $ 22 $ 725,739 $ ( 344,926 ) $ ( 7 ) $ — $ 380,828

Stockholders' Equity

NINE MONTHS ENDED SEPTEMBER 30, 2023 Class A common stock Additional

THREE MONTHS ENDED MARCH 31, 2024 Class A common stock Additional

capital Accumulated

1 unchanged sentence

comprehensive

loss Noncontrolling interest Total

Shares Amount

2 unchanged sentences

Stock-based compensation expense related to employee and non-employee stock awards — — 10,247 — — 10,247

Shares issued in connection with buyout agreement 4,232 — 7,509 — — ( 3,110 ) 4,399

Net loss — — — ( 3,681 ) — ( 3,681 )

BALANCE AT MARCH 31, 2024 182,997 $ 21 $ 701,771 $ ( 303,868 ) $ ( 7 ) $ 397,917

Issuance of common stock under employee stock option and stock award plans 1,207 — 633 — — — 633

Shares issued in May 2023 public offering, including underwriter's exercise of option to purchase shares, net of issuance costs 11,500 1 86,458 — — — 86,459

Stock-based compensation expense related to employee and non-employee stock awards — — 10,246 — — — 10,246

Net loss — — — ( 58,527 ) — — ( 58,527 )

BALANCE AT JUNE 30, 2023 173,650 $ 19 $ 658,530 $ ( 275,128 ) $ ( 7 ) $ — $ 383,414

Issuance of common stock under employee stock option and stock award plans 4,934 — 2,178 — — — 2,178

Stock-based compensation expense related to employee and non-employee stock awards — — 10,239 — — — 10,239

Net income — — — 7,519 — — 7,519

BALANCE AT SEPTEMBER 30, 2023 178,584 $ 19 $ 670,947 $ ( 267,609 ) $ ( 7 ) $ — $ 403,350

The accompanying condensed notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands) 2025 2024

7 unchanged sentences

Allowance for expected credit losses 346 —

(Gain) loss from change in fair value of earnout liability ( 42,920 ) 25,503

Loss from equity method investment 280 —

Gain from change in fair value of earnout liability ( 8,113 ) ( 26,199 )

Deferred income taxes ( 13 ) —

14 unchanged sentences

Proceeds from issuance of common stock in connection stock option exercises 131 236

Proceeds from issuance of common stock in May 2023 public offering — 86,941

Payment of May 2023 public offering costs — ( 482 )

Proceeds from employee stock purchase plan 818 1,788

Net cash provided by financing activities 949 2,024

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ( 54,225 ) 66,361

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 152,839 110,337

CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 98,614 $ 176,698

NET INCREASE (DECREASE) IN CASH ( 12,625 ) ( 23,157 )

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD 88,240 152,839

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD $ 75,615 $ 129,682

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH

Cash and cash equivalents $ 75,132 $ 128,907

Restricted cash 483 775

TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH $ 75,615 $ 129,682

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for income taxes $ 64 $ 27

Shares issued in connection with buyout agreement $ — $ 22,400

Capital expenditures in accounts payable $ 314 $ 942

Shares issued in connection with annual bonus $ 2,988 $ 7,715

The accompanying condensed notes are an integral part of these condensed consolidated financial statements.

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Navitas maintains its operations around the world, including the United States, Ireland, Germany, Italy, Belgium, China, Taiwan, Thailand, South Korea and the Philippines , with principal executive offices in Torrance, California.

Investment in Third Party

On January 3, 2024, the Company made an additional investment of $ 2.5 million in preferred interests in a third party.

The Company’s new ownership percentage increased to 15.48 %.

The investment is $ 5.0 million and $ 2.5 million as of September 30, 2024 and December 31, 2023, respectively.

Such investment is included in Other Assets in the Condensed Consolidated Balance Sheets and is accounted for as an equity investment under ASC 321 Investments - Equity Securities.

In accordance with ASC 321, the Company elected to use the measurement alternative to measure such investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any.

May 2023 Public Offering

On May 26, 2023, the Company completed an underwritten public offering (the “May 2023 Public Offering”) of 10,000,000 shares of its Class A common stock at a public offering price of $ 8.00 per share, before deducting underwriting discounts and commissions.

In connection with the May 2023 Public Offering, the Company granted the underwriters of the offering a 30-day option to purchase up to an additional 1,500,000 shares of the Company’s Class A common stock (the “Option Shares”) from the Company at the same public offering price.

On June 1, 2023, the underwriters exercised in full their option to purchase the Option Shares.

The sale of the Option Shares closed on June 5, 2023.

After deducting underwriting discounts and commissions and before deducting offering expenses payable by the Company, the Company received net proceeds of $ 75.6 million and $ 11.3 million from the May 2023 Public Offering and sale of the Option Shares, respectively.

The total net proceeds received by the Company after deducting offering expenses was $ 86.5 million.

The Company intends to use the net proceeds for working capital and other general corporate purposes, including potential acquisitions or strategic manufacturing investments.

In January 2023, the Company announced an agreement to acquire the remaining minority interest in its silicon control IC joint venture from Halo Microelectronics International Corporation for a purchase price of $ 22.4 million in Navitas stock.

The transaction was completed in February 2023.

See Note 16, Noncontrolling Interest, for more information.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has two authorized classes of common stock:

Class A and Class B.

Both classes have identical voting, dividend, and liquidation rights.

There were no outstanding Class B shares as of March 31, 2025 and December 31, 2024.

The Company also has 1.0 million shares of preferred stock authorized, with no shares outstanding as of March 31, 2025 and December 31, 2024.

The preferred stock may be issued with voting rights, if any, and such other designations, powers, preferences and rights as may be determined by the board of directors at the time of issuance.

Execution of At-The-Market Agreement

On March 19, 2025, the Company entered into an At-The-Market Offering Agreement (the "ATM Agreement") with Jefferies LLC (“Jefferies”) for the sale of shares of its Class A common stock, par value $ 0.0001 per share.

Under the terms of the ATM Agreement, the Company may offer and sell shares of its Class A common stock having an aggregate offering price of up to $ 50,000,000 from time to time through Jefferies, acting as the sales agent.

As of March 31, 2025, the Company has not sold any shares under the ATM agreement.

In connection with establishing the ATM program, the Company incurred offering-related costs of approximately $ 0.3 million.

Basis of Presentation

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The information contained in the condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which are in the opinion of management, necessary for a fair presentation of such condensed consolidated financial statements.

Operating results for the three and nine months ended September 30, 2024, are not necessarily indicative of results to be expected for the full year ending December 31, 2024.

Operating results for the three months ended March 31, 2025, are not necessarily indicative of results to be expected for the full year ending December 31, 2025.

Certain footnote disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America have been condensed or omitted pursuant to SEC rules and regulations relating to interim financial statements.

The accompanying condensed consolidated financial statements should be read in conjunction with consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K/A filed for the fiscal year ended December 31, 2023, filed with the SEC on July 23, 2024.

The accompanying condensed consolidated financial statements should be read in conjunction with consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K filed for the fiscal year ended December 31, 2024, filed with the SEC on March 19, 2025.

Except as further described below, there have been no significant changes in the Company’s accounting policies from those disclosed in its Form 10-K filed with the SEC on March 19, 2025.

2 unchanged sentences

Actual results could differ from those estimates.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

Valuation of Contingent Consideration Resulting from a Business Combination

In connection with certain acquisitions, the Company may be required to pay future consideration that is contingent upon the achievement of specified milestone events.

The Company records contingent consideration resulting from a business combination at its fair value on the acquisition date.

Each quarter thereafter, the Company revalues these obligations and record increases or decreases in their fair value within the Company’s condensed consolidated statements of operations until such time as the specified milestone achievement period is complete.

Increases or decreases in fair value of the contingent consideration liabilities can result from updates to assumptions such as the expected timing or probability of achieving the specified milestones.

Significant judgment is employed in determining these assumptions as of the acquisition date and for each subsequent period.

Updates to assumptions could have a significant impact on the Company’s results of operations in any given period.

Actual results may differ from estimates.

Reclassifications

Certain items in the prior period’s condensed consolidated balance sheets and condensed consolidated statements of operations have been reclassified to conform to the presentation for the three and nine months ended September 30, 2024.

Certain items in the prior period’s condensed consolidated statements of operations have been reclassified to conform to the presentation for the three months ended March 31, 2025.

Dividend income was previously included within interest income (expense), net.

Additionally, for the prior period, the Company reclassed $ 0.9 million from inventories to prepaids and other current assets related to the sales returns inventory.

Lastly, the Company reclassed $ 1.4 million from prepaids and other current assets to other assets and $ 1.9 million from accounts payable and other accrued expenses to its own line for accrued royalties related to an indemnity asset and royalty liability, respectively.

There was no impact to net loss and retained earnings as a result of the reclassifications.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Recently Issued Accounting Standards

In November 2023, the Financial Accounting Standards Board (FASB) introduced Accounting Standard Update (ASU) 2023-07, titled Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This update mandates that all public entities, including those with a single reportable segment, disclose one or more measures of segment profit or loss that the chief operating decision maker (CODM) uses to allocate resources and assess performance during interim and annual reporting periods.

Furthermore, the standard requires the disclosure of significant segment expenses, other relevant segment items, and additional qualitative information.

The new guidance will be effective for fiscal years starting after December 15, 2023, and for interim periods following December 15, 2024.

The Company is currently assessing how this update will impact its disclosures.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, which mandates enhanced disclosure of specific costs and expenses within the notes to the financial statements.

The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements.

The Company is evaluating the impact that this ASU will have on the presentation of its consolidated financial statements.

In December 2023, FASB issued ASU 2023-09, titled Income Taxes (Topic 740):

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Specifically, they improve income tax disclosures related to rate reconciliation and income taxes paid.

ASU 2023-09 becomes effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

While the Company is currently assessing the impact of this standard, anticipate it will result in disclosure changes only.

This updated standard will be effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively.

The new disclosure requirements are applicable beginning with the Company’s annual reporting for the year ending December 31, 2025.

The Company is still assessing this standard and expects it to result in changes to disclosures only.

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (FASB) introduced Accounting Standard Update ASU 2023-07, titled Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

Furthermore, the standard requires the disclosure of significant segment expenses, other relevant segment items, and additional qualitative information.

The Company adopted ASC 2023-07 and all related subsequent amendments during the year ended December 31, 2024, as disclosed in Note 14 - “Segment Information” of this Form 10-Q.

This Form 10-Q does not include any other newly implemented accounting standards or pronouncements beyond those detailed above.

2 unchanged sentences

Accounts receivable trade, net consist of the following (in thousands):

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Accounts receivable, gross $ 11,970 $ 12,578

1 unchanged sentence

Allowance for credit losses ( 481 ) ( 135 )

Accounts receivable (current and noncurrent), net $ 26,302 $ 25,858

Accounts receivable, net $ 12,427 $ 13,982

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Allowance for credit losses activity (in thousands):

6 unchanged sentences

Accounts written-off —

Balance at September 31, 2024 $ ( 984 )

Balance at March 31, 2025 $ ( 481 )

Inventories consist of the following (in thousands):

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Raw materials

4 unchanged sentences

$ 16,062 $ 15,477

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following (in thousands):

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Furniture and fixtures $ 336 $ 330

5 unchanged sentences

Total $ 14,706 $ 15,421

The depreciation expense was $ 0.8 million and $ 2.2 million f or the three and nine months ended September 30, 2024 and $ 0.6 million and $ 1.6 million for three and nine months ended September 30, 2023, r espectively, and was determined using the straight-line method over the following estimated useful lives:

The depreciation expense was $ 0.8 million and $ 0.7 million f or the three months ended March 31, 2025 and 2024, r espectively, and was determined using the straight-line method over the following estimated useful lives:

Furniture and fixtures

1 unchanged sentence

Leasehold improvements

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

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The short-term nature of the Company’s cash and cash equivalents, accounts receivable and current liabilities causes each of their carrying values to approximate fair value for all periods presented.

Cash equivalents classified as Level 1 instruments were $ 85.5 million as of September 30, 2024 and $ 139.0 million for December 31, 2023.

The following table presents the Company’s fair value hierarchy for financial liabilities as of September 30, 2024 (in thousands) :

Cash equivalents classified as Level 1 instruments were $ 62.3 million as of March 31, 2025 and $ 66.5 million for December 31, 2024.

The following table presents the Company’s fair value hierarchy for financial liabilities as of March 31, 2025 (in thousands) :

Level 1 Level 2 Level 3 Total

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The following table presents the Company’s fair value hierarchy for financial liabilities as of December 31, 2024 (in thousands):

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Level 1 Level 2 Level 3 Total

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Fair value adjustment ( 8,113 )

Balance at September 30, 2024 $ 3,932

The Company did not transfer any investments between Level 1 and Level 2 of the fair value hierarchy during the three months ended September 30, 2024.

Balance at March 31, 2025 $ 2,095

The Company did not transfer any investments between Level 1 and Level 2 of the fair value hierarchy during the three months ended March 31, 2025.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

GOODWILL AND INTANGIBLES

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Goodwill and indefinite-lived intangible assets are tested for impairment annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the assets are impaired.

As of the annual measurement date of September 30, 2024, the fair market value of the Company’s stock price remains above carrying value, and no indicators of impairment are present.

The following table presents the Company’s intangible asset balance by asset class as of September 30, 2024 (in thousands):

As of the annual measurement date of September 30, 2024, the fair market value of the Company’s stock price remains above carrying value, and no indicators of impairment are present as of March 31, 2025.

In the first quarter of 2025, the Company transferred $1.2 million from in-process research and development to developed technology as the project was completed and placed into service.

There were no changes to goodwill during the three months ended March 31, 2025.

The following table presents the Company’s intangible asset balance by asset class as of March 31, 2025 (in thousands):

Intangible Asset Cost Accumulated Amortization Net Book Value Amortization Method Useful Life

1 unchanged sentence

Developed Technology 54,677 ( 34,490 ) 20,187 Straight line 4 - 10 years

Patents 34,900 ( 6,449 ) 28,451 Straight line 5 - 15 years

Customer Relationships 24,300 ( 6,379 ) 17,921 Straight line 10 years

Non-Competition Agreements 1,900 ( 998 ) 902 Straight line 5 years

Other 658 ( 658 ) — Straight line 5 years

Total $ 117,335 $ ( 49,874 ) $ 67,461

The following table presents the Company’s intangible asset balance by asset class for the fiscal year ended December 31, 2024 (in thousands):

Intangible Asset Cost Accumulated Amortization Net Book Value Amortization Method Useful Life

Trade Names $ 900 $ ( 900 ) $ — Straight line 2 years

Developed Technology 53,500 ( 31,074 ) 22,426 Straight line 4 -10 years

In-process R&D 1,177 — 1,177 Indefinite N/A

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Balance at December 31, 2024 $ 72,195

Other adjustments 22

Amortization expense ( 4,734 )

Balance at September 30, 2024 $ 76,856

The amortization expense was $ 4.7 million and $ 14.3 million for the three and nine months ended September 30, 2024, an d $ 4.8 million and $ 14.0 million for the three and nine months ended September 30, 2023, respectively.

Balance at March 31, 2025 $ 67,461

The amortization expense was $ 4.7 million and $ 4.8 million for the three months ended March 31, 2025 and 2024, respectively.

Total future amortization expense of intangible assets is estimated to be as follows (in thousands):

3 unchanged sentences

Total $ 67,461

There were no impairment charges during the three and nine months ended September 30, 2024 and 2023.

There were no impairment charges during the three months ended March 31, 2025 or during the year ended December 31, 2024 .

The goodwill balance was $ 163.2 million as of both March 31, 2025 and December 31, 2024, with no accumulated impairment losses recorded as of either date.

The Compa ny has entered into operating leases primarily for commercial buildings.

As of September 30, 2024, no operating lease agreements contain economic penalties for the Company to extend th e lease, and it is not reasonably certain the Company will exercise these extension options.

As of March 31, 2025, no operating lease agreements contain economic penalties for the Company to extend th e lease, and it is not reasonably certain the Company will exercise these extension options.

Additionally, these operating lease agreements do not contain material residual value guarantees or material restrictive covenants.

As of September 30, 2024, all leases recorded on the Company’s consolidated balance sheets were operating leases.

As of March 31, 2025, all leases recorded on the Company’s condensed consolidated balance sheets were operating leases.

The Company has made the accounting policy election to use certain ongoing practical expedients made available by ASC 842 to:

(i) not separate lease components from non-lea se components for real estate;

and (ii) exclude leases with an initial term of 12 months or less (“short-term” leases) from the consolidated balance sheets and will recognize related lease payments in the consolidated statements of operations on a straight-line basis over the lease term.

and (ii) exclude leases with an initial term of 12 months or less (“short-term” leases) from the condensed consolidated balance sheets and will recognize related lease payments in the consolidated statements of operations on a straight-line basis over the lease term.

For leases that do not have a readily determinable implicit rate, the Company uses its estimated secured incremental borrowing rate based on the information available at the lease commencement date to determine the present value of lease payments.

Rent expense, including short-term lease cost, was $ 0.6 million and $ 2.0 million for the three and nine months ended September 30, 2024, respectively.

Rent expense, including short -term lease cost, was $ 0.5 million and $ 1.5 million for the three and nine months ended September 30, 2023, respectively.

Rent expense, including short-term lease cost, was $ 0.6 million and $ 0.8 million for the three months ended March 31, 2025 and 2024 , respectively.

In addition to rent payments, the Company’s leases include real estate taxes, common area maintenance, utilities, and management fees, which are not fixed.

The Company accounts for these costs as variable payments and does not include such costs as a lease component.

Total variable expenses were

Total variable expenses were $ 0.1 million and $ 0.1 million for the three months ended March 31, 2025 and 2024, respectively.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

$ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 2024 and they were not material for the three and nine months ended September 30, 2023.

Information related to the Company right-of-use assets and related operating lease liabilities were as follows (in thousands):

Nine Months Ended September 30,

Three Months Ended March 31,

Cash paid for operating lease liabilities $ 569 $ 566

6 unchanged sentences

2025 (remainder of fiscal 2025) $ 1,541

Thereafter 458

Less imputed interest ( 653 )

Total lease liabilities $ 6,884

SHARE BASED COMPENSATION:

STOCK-BASED COMPENSATION:

Equity Incentive Plans

14 unchanged sentences

plus (c) an annual increase, effective as of the first day of each fiscal year up to and including January 1, 2031, equal to the lesser of (i) 4 % of the number of shares of Common Stock outstanding as of the conclusion of the Company’s immediately preceding fiscal year, or (ii) su ch amount, if any, as the board of directors may determine.

As of September 30, 2024 the Company has issued 9,750,000 non- statutory stock options under the 2021 Plan.

As of March 31, 2025 the Company has issued 6,500,000 non- statutory stock options under the 2021 Plan.

Stock-Based Compensation

The Company recognizes the fair value of stock-based compensation in its financial statements over the requisite service period of the individual grants, which generally equals a four-year vesting period, except for long-term incentive performance stock options (“LTIP Options”) discussed below.

The Company recognizes the fair value of stock-based compensation in its financial statements over the requisite service period of the individual grants, which generally equals a four-year vesting period, except for Long-Term Incentive Plan Stock Options discussed below.

The Company uses estimates of volatility, expected term, risk-free interest rate and dividend yield in determining the fair value of these awards and the amount of compensation expense to recognize.

The Company uses the straight-line method to amortize stock awards granted over the requisite service period of the award, which may be explicit or derived, unless market or performance conditions result in a graded attribution.

The following table summarizes the stock-based compensation expense recognized for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

The following table summarizes the stock-based compensation expense recognized for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

Cost of goods sold $ 36 $ —

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Stock Options

Generally, stock options granted under the Plans have terms of ten years and vest in 1/4th increments on the anniversary of the vesting commencement date and in 1/48th increments monthly thereafter.

Generally, stock options granted under the Plans have terms of ten years and vest 1/4th on the anniversary of the vesting commencement date and 1/48th monthly thereafter.

Stock options with performance vesting conditions begin to vest upon achievement of the performance condition.

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The fair value of incentive stock options and non-statutory stock options issued was estimated using the Black-Scholes model.

The Company did not grant any stock option awards during the three and nine months ended September 30, 2024 or 2023.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of stock options outstanding, excluding LTIP Options as of September 30, 2024, and activity during the three months then ended, is presented below:

A summary of stock options outstanding, excluding LTIP Options as of March 31, 2025, and activity during the three months then ended, is presented below:

Stock Options Shares

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Exercised ( 236 ) 0.55 —

Forfeited or expired ( 14 ) 1.06 —

Outstanding at March 31, 2025 1,263 $ 0.77 4.1

Exercised ( 192 ) 0.93 —

Outstanding at June 30, 2024 2,028 $ 0.74 5.33

Exercised ( 27 ) 0.67 —

Forfeited or expired ( 1 ) 1.06 —

Outstanding at September 30, 2024 2,000 $ 0.74 5.03

Vested and Exercisable at September 30, 2024 1,979 $ 0.74 5.02

During the three and nine months ended September 30, 2024, the Company recogni ze d $ 0.0 million and $ 0.1 million o f stock-based compensation expense for the vesting of outstanding stock optio ns, excluding $ 1.0 million and $ 3.8 million, respectively, related to the LTIP Options described below.

During the three and nine months ended September 30, 2023, the Company recognized $ 0.1 million and $ 0.4 million of stock-based compensation expense for the vesting of outstanding stock options, excluding $ 1.8 million and $ 6.1 million related to the LTIP Options.

At September 30, 2024, unrecognized compensation cost related to unvested options was immaterial.

The weighted-average period over which this remaining compensation cost will be recognized is 0.2 years.

Vested and Exercisable at March 31, 2025 1,263 $ 0.77 4.1

During the three months ended March 31, 2025 and 2024, the Company recogni ze d $ 0.0 million and $ 0.1 million o f stock-based compensation expense for the vesting of outstanding stock optio ns, excluding $ 0.3 million and $ 1.9 million, respectively, related to the LTIP Options described below.

At March 31, 2025, all compensation cost was recognized.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Long-term Incentive Plan Stock Options

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Weighted-average grant date fair value of options $ 9.14

In connection with the “2021 LTIP Options”, the Company recognized $ 0.8 million and $ 3.2 million of stock-based compensation expense for the three and nine months ended September 30, 2024, respectively.

The Company recognized $ 1.6 million and $ 5.3 million of stock-based compensation expense for three and nine months ended September 30, 2023, respectively.

The unrecognized compensation expense related to these LTIP Options is $ 3.0 million as of September 30, 2024, and compensation expense will be recognized over 2.7 years.

On a quarterly basis, after evaluating the 2021 LTIP Options based on the probability of achieving certain market and performance conditions, the Company may true up the 2021 LTIP Options expense as needed.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On a quarterly basis, management reviews the probable achievement for each of the tranches in the 2021 LTIP Options in regards to revenue and EBITDA, which includes assumptions for forecasted revenue and EBITDA.

In connection with the “2021 LTIP Options”, the Company recognized $ 0.3 million and $ 1.6 million of stock-based compensation expense for the three months ended March 31, 2025 and 2024, respectively.

The unrecognized compensation expense related to probable tranches in the 2021 LTIP Options is $ 2.0 million as of March 31, 2025, and compensation expense will be recognized over 2.8 years.

If the Company achieves all revenue and EBITDA performance metrics, the total incremental recognized expense would be $ 40.7 million.

The Company awarded a total of 3,250,000 performance stock options (“2022 LTIP Options”) to a member of senior management on August 15, 2022 pursuant to the 2021 Plan.

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The weighted average contractual period remaining is 7.3 years.

Th e Black-Scholes model and a Monte Carlo simulation incorporated 100,000 scenarios.

The valuation model utilized the following assumptions:

The Company utilized the services of a professional valuation firm to finalize these assumptions during the fiscal year ended December 31, 2023 .

The valuation m odel utilized the following assumptions:

Risk-free interest rates 2.82 %

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Weighted-average grant date fair value of options $ 2.89

In connection with the “2022 LTIP Options”, the Company recognized $ 0.2 million and $ 0.6 million of stock-based compensation expense for the three and nine months ended September 30, 2024, respectively.

The Company recognized $ 0.3 million and $ 0.8 million of stock-based compensation expense for three and nine months ended September 30, 2023, respectively.

The unrecognized compensation expense related to the LTIP Options is $ 1.1 million as of September 30, 2024, and compensation expense will be recognized over 2.7 years.

On a quarterly basis, after evaluating the 2022 LTIP Options based on the probability of achieving certain market and performance conditions, the Company may true up the 2022 LTIP Options expense as needed.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On a quarterly basis, management reviews the probable achievement for each of the tranches in the 2022 LTIP Options in regards to revenue and EBITDA, which includes assumptions for forecasted revenue and EBITDA.

In relation to the 2022 LTIP Options, a member of senior management departed the Company prior to December 31, 2024, failing to meet the service requirement for the options.

As a result, their options were forfeited and no expense was recognized for the three months ended March 31, 2025.

The Company recognized $ 0.3 million of stock-based compensation expense for the three months ended March 31, 2024.

Restricted Stock Units

The Company regularly grants RSUs to employees as a component of their compensation.

A summary of RSUs outstanding as of September 30, 2024 , and activity during the nine months then ended, is presented below:

A summary of RSUs outstanding as of March 31, 2025 , and activity during the three months then ended, is presented below:

Restricted Stock Unit Awards Shares

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Outstanding at March 31, 2025 7,337 $ 6.25

Granted 557 4.27

Vested ( 314 ) 7.80

Forfeited ( 179 ) 4.45

Outstanding at June 30, 2024 14,270 $ 6.37

Granted 114 3.68

Vested ( 2,876 ) 4.64

Forfeited ( 115 ) 6.49

Outstanding at September 30, 2024 11,393 $ 6.77

During the three and nine months ended September 30, 2024, the Company recognized $ 9.1 million and $ 27.0 million of stock-based compensation expense for the vesting of RSUs, respectively.

During three and nine months ended September 30, 2023, the Company recognized $ 8.1 million and $ 23.5 million of stock-based compensation expense for the vesting of RSUs, respectively.

As of September 30, 2024, unrecognized compensation cost related to unvested RSU awards totaled $ 62.4 million.

During the three months ended March 31, 2025 and 2024, the Company recognized $ 6.6 million and $ 8.2 million of stock-based compensation expense for the vesting of RSUs, respectively.

As of March 31, 2025, unrecognized compensation cost related to unvested RSU awards totaled $ 34.9 million.

The weighted-average period over which this remaining compensation cost is expected be recognized is 1.9 years.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Of the Company’s $ 5.2 million bonus plan for the fiscal year 2024 (included in accrued compensation expense liability on the condensed consolidated balance sheets), $ 4.9 million will be distributed as fully vested restricted stock units with a variable share count and is expected to settle in the first quarter of 2025.

Additionally, the Company accrued a $ 0.3 million cash bonus for the President and CEO.

Based on the closing share price of the Company’s Class A common stock of $ 2.45 on September 30, 2024, approximately 1,993,244 shares would be issued, however the actual number of shares will be based on the share price at the date of settlement.

The Company implemented a yearly stock-based bonus plan in 2021 and plans to settle accrued bonus liabilities of related to fiscal year 2025 (included in “Accrued compensation expenses” on the Condensed Consolidated Balance Sheets), by issuing a variable number of fully-vested restricted stock units to its employees in 2025.

The Company did not accrue a stock-based bonus as of March 31, 2025 due to the Company’s 2025 annual bonus plan has not yet being approved by the board of directors.

As a result, there were no related bonus liabilities and stock-based compensation expense recorded for this period.

As of March 31, 2025, approximately $ 0.6 million remains from the Company’s 2024 annual bonus accrual, which is expected to be settled in the second quarter of 2025 through the issuance of approximately 289,119 shares based on the Company's closing stock price as of March 31, 2025.

2022 Employee Stock Purchase Plan

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Under the 2022 ESPP, eligible employees are granted the right to purchase shares of common stock at the lower of 85 % of the fair value at the time of offering or 85 % of the fair value at the time of purchase, generally over a six-month period.

The first offering period under the 2022 ESPP commenced in February 2023 and the second offering in September 2023.

For the three and nine months ended September 30, 2024, employees who elected to participate in the ESPP purchased 408,326 and 801,465 shares of common stock under the 2022 ESPP, resulting in cash proceeds to the Company of $ 0.9 million and $ 2.7 million for the three and nine months ended September 30, 2024.

The purchase price was $ 4.55 and $ 2.19 , which was 15 % of the fair market value in March and September 2024, respectively.

As of September 30, 2024, the Company had 1,940,572 remaining authorized shares available for purchase.

During the three and nine months ended September 30, 2024, the Company recognized $ 0.4 million and $ 1.5 million of stock-based compensation expense for the 2022 ESPP, respectively.

During the three and nine months ended September 30, 2023, the Company recognized $ 0.3 million and $ 0.8 million of stock-based compensation expense for the 2022 ESPP, respectively.

For the three months ended March 31, 2025 and 2024, employees who elected to participate in the ESPP purchased 400,431 and 393,139 shares of common stock under the 2022 ESPP, resulting in cash proceeds to the Company of $ 0.8 million and $ 1.8 million, respectively.

The purchase price was $ 2.07 and $ 4.55 , which was 15 % of the fair market value in March 2025 and March 2024, respectively.

As of March 31, 2025, the Company had 1,540,141 remaining authorized shares available for purchase.

During the three months ended March 31, 2025 and 2024 , the Company recognized $ 0.3 million and $ 0.8 million of stock-based compensation expense for the 2022 ESPP, respectively.

of stock-based compensation expense for the 2022 ESPP, respectively.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other Share Awards

In connection with the acquisition of the remaining minority interest of a silicon control IC joint venture, as described in Note 16, the Company issued 841,729 fully vested shares to certain former employees of the joint venture with a grant date fair value totaling $ 4.5 million.

Such amount has been recognized as stock-based compensation expense during the three months ended March 31, 2023.

On June 10, 2022, the Company’s wholly owned subsidiary, Navitas Semiconductor Limited, acquired all of the stock of VDDTECH srl, a private Belgian company (“VDDTech”) for approximately $ 1.9 million in cash and stock.

Among shares issued in the transaction, the Company issued approximately 113,000 restricted shares that are subject to time based vesting and issued approximately 151,000 restricted shares that are subject to time and performance based vesting over the four and three years , respectively, following the date of issue.

These restricted shares are subject to certain individuals maintaining employment with the Company and, therefore, are accounted for under ASC 718.

The Company recognized $ 0.1 million and $ 0.4 million of stock-based compensation expense related to the vesting of these shares during three and nine months ended September 30, 2024, respectively.

The Company recognized $ 0.1 million and $ 0.7 million of stock-based compensation expense related to the vesting of these shares during the three and nine months ended September 30, 2023, respectively.

During the three months ended March 31, 2025, the Company recorded a $ 0.1 million credit to stock-based compensation expense related to the reversal of previously recognized expense for awards with performance conditions that were not achieved.

During the three months ended March 31, 2024, the Company recognized $0.1 million of stock-based compensation expense related to the vesting of these shares.

Unvested Earnout Shares

A portion of the earnout shares (discussed in Note 10 below) may be issued to individuals with unvested equity awards.

A portion of the earnout shares may be issued to individuals with unvested equity awards.

While the payout of these shares requires achievement of share price targets based on the volume weighted average price of the Company’s common stock, the individuals are required to complete the remaining service period associated with these unvested equity awards to be eligible to receive the earnout shares.

As a result, these unvested earn-out shares are equity-classified awards and have an aggregated grant date fair value of $ 19.1 million or $ 11.52 per share.

The Company recognized $ 0.0 million and $ 0.2 million of stock-based compensation expense related to the vesting of these shares during three and nine months ended September 30, 2024, respectively.

The Company recognized $ 0.0 million and $ 0.3 million of stock-based compensation expense related to the vesting of these shares during the three and nine months ended September 30, 2023, respectively.

As of September 30, 2024, there was no remaining compensation cost related to unvested earnout shares, except for forfeitures.

The Company recognized $ 0.0 million of stock-based compensation expense related to forfeitures during three months ended March 31, 2025 and none during the three months ended March 31, 2024.

As of March 31, 2025, there was no remaining compensation cost related to unvested earnout shares, except for forfeitures.

Refer to Note 10 - “Earnout Liability”.

EARNOUT LIABILITY

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Certain of the Company’s stockholders are entitled to receive up to an aggregate of 10,000,000 “earnout shares” of the Company’s Class A common stock if earnout milestones are met.

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The earnout liability is remeasured at the end of each reporting period.

The change in fair value of the earnout liability is recorded as part of other income (expense), net in the consolidated statements of operations.

The change in fair value of the earnout liability is recorded as part of other income (expense), net in the condensed consolidated statements of operations.

The estimated fair value of the earnout liability was determined using a Monte Carlo analysis of 20,000 simulations of the future path of the Company’s stock price over the earnout period.

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The valuation model utilized the following assumptions:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Risk-free interest rate

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Equity volatility rate

80.00 % 70.00 %

As of September 30, 2024 and December 31, 2023, the earnout liability had a fair value of $ 3.9 million and $ 46.9 million, respectively, which resulted in a gain in the fair value of the earnout liability of $ 9.2 million and $ 42.9 million for the three and nine months ended September 30, 2024, respectively.

As of September 30, 2023, the earnout liability had a fair value of $ 38.6 million, which resulted in a gain in the fair value of the earnout liability of $ 34.5 million and a loss in the fair value of the earnout liability of $ 25.5 million for the three and nine months ended September 30, 2023, respectively.

As of March 31, 2025 and December 31, 2024, the earnout liability had a fair value of $ 2.1 million and $ 10.2 million, respectively, which resulted in a gain in the fair value of the earnout liability of $ 8.1 million for the three months ended March 31, 2025.

As of March 31, 2024, the earnout liability had a fair value of $ 20.7 million, which resulted in a gain in the fair value of the earnout liability of $ 26.2 million for the three months ended March 31, 2024 due to the fluctuations in the fair value of the earnout liability.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS

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These distributors sell the Company’s products to a range of end users, including OEMs and merchant power supply manufacturers.

The following customers represented 10% or more of the Company’s net revenues for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended September 30, Nine Months Ended September 30,

The following customers represented 10% or more of the Company’s net revenues for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

Customer 2025 2024

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Distributor B 12 % *

Distributor C * 68 %

*Total customer net revenues were less than 10% of total net revenues.

Revenues by Geographic Area

The Company considers the domicile of its end customers, rather than the distributors it sells to directly, to be the basis for attributing revenues from external customers to individual countries.

Revenues for the three and nine months ended September 30, 2024 and 2023 were attributable to end customers in the following countries or regions:

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended September 30, Nine Months Ended September 30,

Country 2024 2023 2024 2023

China 54 % 61 % 65 % 55 %

Revenues for the three months ended March 31, 2025 and 2024 were attributable to the following regions:

Three Months Ended March 31,

Region 2025 2024

Hong Kong 59 % 76 %

Rest of Asia 18 11

United States 9 7

Asia excluding China 14 12 11 8

Europe* 8 14 9 22

All others 3 —

Total 100 % 100 %

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The following customers represented 10% or more of the Company’s accounts receivable.

Customer September 30, 2024 December 31, 2023

Customer March 31, 2025 December 31, 2024

Distributor A 44 % *

The Company has a customer deposit from a primary customer of $ 2.0 million and $ 11.0 million, as of September 30, 2024 and December 31, 2023, respectively, and the Company intends to apply a portion of the customer deposit to outstanding accounts receivable.

As of September 30, 2024, the Company reassessed the risk pooling of its accounts receivable and determined that certain customer trade receivables associated with a customer have an expected term greater than one year.

These receivables were discounted to present value using a discounted cash flow model based on the Company’s expectation of the timing of future payments over the next two years and are presented as accounts receivable noncurrent within the condensed consolidated balance sheets.

A $ 0.8 million allowance for credit losses was recorded associated with this reassessment.

Distributor B 10 % *

Distributor C * 44 %

*Customer accounts receivable represented less than 10% of total accounts receivable.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Concentration of Supplier Risk

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A significant amount of the Company’s assembly and test operations are conducted by third-party contractors in Taiwan and the Philippines.

The Company entered into an agreement to purchase raw materials from a supplier from September 29, 2022 through December 31, 2025, and accordingly made a $ 2.0 million deposit to be received as invoice credits toward future purchases.

The Company is not obligated to purchase from this supplier, however, if the Company does not meet minimum purchase requirements during the term, the Company may forfeit all or a portion of its $ 2.0 million deposit.

Currently the Company is not projecting to meet the minimum purchase requirements, therefore, the Company does not expect to receive any credits within the next 12 months beginning in the fourth quarter of 2024.

The Company previously entered into an agreement to purchase raw materials from a supplier from September 29, 2022, through December 31, 2025, and made a $ 2.0 million deposit to be received as invoice credits toward future purchases.

While the Company was not obligated to purchase from this supplier, failure to meet the minimum purchase requirements could result in forfeiture of all or a portion of the deposit.

As of December 31, 2024, the Company determined that it would not meet the minimum purchase requirements and, accordingly, wrote off the $ 2.0 million deposit as a research and development expense for the year ended December 31, 2024.

NAVITAS SEMICONDUCTOR CORPORATION

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NET LOSS PER SHARE:

Basic loss per share is calculated by dividing net loss by the weighted-average shares of common stock outstanding during the period.

Diluted loss per share is calculated by dividing net loss by the weighted-average shares of common stock and dilutive common equivalent shares outstanding during the period.

Basic income (loss) per share is calculated by dividing net income (loss) by the weighted-average shares of common stock outstanding during the period using the two-class method because the Company’s sponsor earnout shares are a participating security since these shares contain a non-forfeitable right to receive dividends.

Under the two-class method, earnings are allocated to each class of common stock and participating security as if all of the earnings for the period had been distributed.

As the Company incurred net losses during three months ended March 31, 2025 and 2024 and these securities are not contractually required to fund the Company’s losses, there is no allocation to the participating securities in the years presented.

Diluted earnings per share are calculated by dividing net income (loss) by the weighted-average shares of common stock and dilutive common equivalent shares outstanding during the period.

Dilutive common equivalent shares included in this calculation consist of dilutive shares issuable upon the assumed exercise of outstanding common stock options, the assumed vesting of outstanding restricted stock units and restricted stock awards, the assumed issuance of awards for contingently issuable performance-based awards, as computed using the treasury stock method.

Performance-based restricted stock units and restricted stock awards are included in the number of shares used to calculate diluted earnings per share after evaluating the applicable performance criteria as of period end and under the assumption the end of the reporting period was the end of the contingency period, and the effect is dilutive.

Restricted stock awards (but not restricted stock unit awards) are eligible to receive all dividends declared on the Company’s common shares during the vesting period;

however, such dividends are not paid until the restrictions lapse.

The Company has no plans to declare dividends.

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Weighted-average common shares - basic common stock 187,784 179,779

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Dilutive shares excluded ¹ 1,430 5,317

Earnout shares (potentially issuable common shares) 10,000 10,000 10,000 10,000

Unvested restricted stock units and restricted stock awards 50 263 50 263

Stock options potentially exercisable for common shares 8,775 9,750 8,775 9,750

Shares excluded from diluted weighted average shares 1,430 5,317

¹ The Company’s potentially dilutive securities, which include unexercised stock options, unvested shares, and earnout shares, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share for both the three and nine months ended September 30, 2024 and the nine months ended September 30, 2023.

² The Company exclude the impact of restricted stock from the calculation of diluted net loss per common share in periods where we have a net loss or when their inclusion would be antidilutive.

¹ The Company’s potentially dilutive securities, which include unexercised stock options, unvested restricted stock units, ESPP shares have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share for the three months ended March 31, 2025 and 2024.

As of March 31, 2025 and 2024 the Company excluded 0.0 million and 0.1 million restricted stock awards from the diluted weighted average share count as their performance conditions have not been achieved.

As of March 31, 2025 and 2024 the Company exclude d 10.0 million Earnout shares from the diluted weighted average share count as their performance and/or market conditions have not been achieved.

As of March 31, 2025 and 2024, 6.5 million and 9.8 million LTIP options have been excluded from the diluted weighted average share count, respectively, as their performance and/or market conditions have not been achieved.

As of March 31, 2025, the Company exclu ded 1.3 million of o utstanding Class A common stock from basic and diluted weighted average share count as shares are subject to forfeiture based on market conditions that have not been achieved.

These shares relate to certain shares of Class A common stock held by the Company’s SPAC sponsor that as part of the business combination were placed under market conditions requirements that if not met, would result in forfeiture.

These requirements are consistent with the Earnout Milestones noted in Note 10 - “Earnout Liability” with each milestone tied to 421,000 shares.

Each Earnout Milestone is considered met if at any time between March 18, 2022 (150 days following the Business Combination) and October 19, 2026, the volume-weighted average price of the Company’s Class A common stock is greater than or equal to $ 12.50 , $ 17.00 or $ 20.00 for any twenty trading days within any thirty trading day period, respectively.

These shares are participating securities with the same voting and dividend rights as the Company’s other Class A common stock.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PROVISION FOR INCOME TAXES

The Company determined the income tax provision for interim periods using an estimate of the Company’s annual effective tax rate, adjusted for discrete items arising during the quarter.

The Company’s effective tax rate for the three and nine months ended September 30, 2024 was ( 0.7 )% and ( 0.6 )%, respectively.

The Company’s effective tax rate for the three and nine months ended September 30, 2023 was 0.3 % and 0.0 %, respectively.

The effective tax rate for 2024 differs from the prior year primarily due to tax expense in foreign as a result of tax expense in foreign jurisdictions not impacted by valuation allowance.

The Company’s effective tax rate for the three months ended March 31, 2025 and 2024 was ( 0.5 )% and ( 1.9 )%, respectively.

The effective tax rate for 2025 differs from the prior year primarily as a result of tax expense in foreign jurisdictions, which were not impacted by the valuation allowance.

In each quarter, the Company updates its estimated annual effective tax rate, and if the estimated annual effective tax rate changes, a cumulative adjustment is recorded in that quarter.

The Company's quarterly income tax provision and quarterly estimate of the annual effective tax rate are subject to volatility due to several factors, including the Company’s ability to accurately predict the proportion of the Company’s income (loss) before provision for income taxes in multiple jurisdictions, the tax effects of the Company’s stock-based compensation, and the effects of its foreign entities.

The Company had no unrecognized tax benefits for the three and nine months ended September 30, 2024 and 2023.

The Company's quarterly income tax provision and quarterly estimate of the annual effective tax rate are subject to volatility due to several factors, including the Company’s ability to accurately predict the proportion of the Company’s loss before provision for income taxes in multiple jurisdictions, the tax effects of the Company’s stock-based compensation, and the effects of its foreign entities.

The Company had no unrecognized tax benefits for the three months ended March 31, 2025 and 2024.

The Company recognizes interest and penalties related to unrecognized tax benefits in operating expenses.

No such interest and penalties were recognized during the three and nine months ended September 30, 2024 and 2023.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

No such interest and penalties were recognized during the three months ended March 31, 2025 and 2024.

SEGMENT INFORMATION

Navitas operates as a single operating segment under ASC 280 - Segment Reporting, which establishes requirements for public entities to disclose financial information about operating segments.

Under ASC 280, an operating segment is defined as a component of a company that generates revenue and expenses, has discrete financial data available, and is regularly reviewed by the Chief Operating Decision Maker (CODM) to assess performance and allocate resources.

The Company's CEO, Gene Sheridan, serves as the CODM, overseeing financial performance and making resource allocation decisions at a consolidated level.

The CODM primarily evaluates consolidated net income (loss) as the measure of segment profit or loss.

While product-level data is available internally, it is not used for performance evaluation or resource allocation.

Additionally, the CODM reviews detailed breakdowns of significant expenses, such as selling, general, and administrative (SG&A) expenses and research and development (R&D) costs, which are already disclosed in the income statement.

The CODM also utilizes the Company’s consolidated budget, consolidated forecast models as a key input to resource allocation and assess performance of the business, and monitors budget versus actual results on a consolidated basis.

The CODM does not review any measures of financial results beyond what is presented in the accompanying statement of operations.

COMMITMENTS and CONTINGENCIES

Purchase Obligations

At September 30, 2024, the Com pany had no non-cancelable contractual arrangements that were due beyond one year besides lease obligations.

At March 31, 2025, the Company had non-cancellable contractual agreements that were due beyond one year related to the Company’s lease obligations, see Note 8 - “Leases”.

In December 2024, the Company entered into an agreement with a vendor for the purchase of equipment wherein the Company will make quarterly installment payments of $ 0.8 million during 2026.

The $ 2.1 million present value of these payments is included within 'Noncurrent liabilities' in the Condensed Consolidated Balance Sheets, while the first payment of $ 0.8 million, due within one year, is recorded within “Accounts payable and other accrued expenses” as of March 31, 2025.

The $ 2.8 million present value of payments is reflected within “Noncurrent Liabilities” at December 31, 2024 in the Condensed Consolidated Balance Sheets.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Indemnification

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In addition, the Company requires its employees to sign a proprietary information and inventions agreement, which assigns the rights to its employees’ development work to the Company.

To date, the Company has not had to reimburse any of its distributors or end customers for any losses related to these indemnifications and no material claims were outstanding as of September 30, 2024.

To date, the Company has not had to reimburse any of its distributors or end customers for any losses related to these indemnifications and no material claims were outstanding as of March 31, 2025.

For several reasons, including the lack of prior indemnification claims and the lack of a monetary liability limit for certain infringement cases, the Company cannot determine the maximum amount of potential future payments, if any, related to such indemnifications.

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in August 2022, the Company expects to be indemnified by the sellers in that transaction for the royalty amounts up to approximately $ 1.0 million.

The total amount of accrued royalty was $ 2.3 million and $ 1.8 million and is included in other accrued expenses and noncurrent liabilities as of March 31, 2025 and December 31, 2024, respectively.

Legal proceedings and contingencies

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RELATED PARTY TRANSACTIONS

Joint Venture

In 2021, Navitas entered into a silicon control IC joint venture with Halo Microelectronics Co., Ltd.

(“Halo”), a manufacturer of power management ICs, to develop products and technology relating to AC/DC converters.

Navitas’ initial contribution to the joint venture was the commitment to sell its GaN integrated circuit die at prices representing cost plus insignificant handling fees, in exchange for a minority interest, with the right to acquire the balance of the joint venture based on the future results of the venture (among other rights and obli gat ions).

On January 19, 2023, the Company announced an agreement to acquire the remaining minority interest in the joint venture as well as rights to certain intellectual property from Halo and its U.S.

affiliate for a total purchase price of $ 22.4 million in Navitas stock.

See Note 16, Noncontrolling Interest, for more information.

Related Party Investment

During the third quarter of 2022, Navitas ma de a $ 1.5 million inv estment in preferred interests of an entity under common control with the Company’s partner in a joint venture.

During the first quarter of 2023 the Company made an additional investment of $ 1.0 million in the entity.

The investment was accounted fo r as an equity investment under ASC 321 Investments - Equity Securities .

In October 2024, the Company began accounting for this investment under the equity method in accordance with ASC 323.

The Company revalued its investment to its fair value of $ 5.55 per share during the fourth quarter of 2024.

The Company recorded its share of losses for the three months ended March 31, 2025 , resulting in a net loss of $ 0.3 million , which was recorded in “Equity method investment loss” on the Statements of Operations.

The investment was $ 8.6 million and $ 8.9 million as of March 31, 2025 an d December 31, 2024, resp ectively, and is included in Other Assets in the Condensed Consolidated Balance Sheets.

NAVITAS SEMICONDUCTOR CORPORATION

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Related Party Leases

The Company leases certain property from the family member of a senior executive of the Company, which expired in March 2024, and is now a month-to-month lease.

During the three and nine months ended September 30, 2024, the Co mpany paid an immaterial amount in rental payments.

The Company leases certain property from the family member of a senior executive of the Company, which expired in March 2024, and was a month-to-month lease through December 2024, and then was terminated.

During the three months ended March 31, 2024, the Co mpany paid an immaterial amount in rental payments.

These payments were made at standard market rates in the ordinary course of business.

There was no rent obligation as of September 30, 2024 .

There was no rent obligation as of March 31, 2025 .

The Company leases certain property from an entity that it is owned by an executive of the Company, which expired in September 2023, and was on a month-to-month lease through May 2024, and then was terminated.

During the three and nine months ended September 30, 2023, the Company paid an immaterial amount in rental payments in relation to this lease.

During the three months ended March 31, 2024, the Company paid an immaterial amount in rental payments in relation to this lease.

These payments were made at standard market rates in the ordinary course of business.

NONCONTROLLING INTEREST

In July 2021, the Company formed a joint venture for the purpose of conducting research and development on technology in the area of AC/DC converters for chargers and adapters.

Refer to Note 15.

On August 19, 2022, the Company obtained control of the joint venture, and no consideration was paid pursuant to the Change of Control Agreement.

The Company consolidated the fair value of the net assets of the joint venture as of August 19, 2022, and the Company reports noncontrolling interests of the joint venture as a component of equity separate from the Company’s equity.

The fair value of the noncontrolling interest and net assets is based on estimates.

The Company’s net income (loss) excludes income (loss) attributable to the noncontrolling interests.

The fair value of the joint venture was determined based on a multiple of future annual revenues with a discount rate of 30 %.

In connection with the consolidation, the Company reacquired a patent license, which was fair valued at $ 1.0 million based on comparable transactions during the year, and will be amortized over a five year term.

Goodwill of $ 3.1 million was recorded in connection with this transaction.

On January 19, 2023, the Company announced an agreement to acquire the remaining minority interest in the joint venture as well as rights to certain intellectual property from Halo and its U.S.

affiliate for a total purchase price of $ 22.4 million in Navitas stock.

The transaction was completed on February 13, 2023.

In connection with the purchase of intellectual property, the Company recognized developed technology as an intangible asset at its estimated fair value o f $ 4.4 million .

As a result of this transaction, the Company recorded a net increase to additional paid in capital of $ 7.5 million representing the difference between the fair value of share consideration related to the acquisition of the remaining noncontrolling interest and the carrying value of the noncontrolling interest at the date of the transaction.

The fair value of the developed technology was estimated using the relief from royalty method, an income approach (Level 3), because of the licensing appeal of these assets The Company estimated the benefit of the ownership as the relief form the royalty expense that would be incurred in the absence of ownership.

A royalty rate was applied to the projected revenues associated with the intangible asset to determine the amount of savings, which was at a rate of 10 % to determine the fair value.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

There was no rent obligation as of March 31, 2025 .

RESTRUCTURING

On October 15, 2024, the Company announced a cost-reduction plan (“2024 Restructuring Plan”) to streamline the organization with increased focus on artificial intelligence data center, EV and mobile applications, accelerating the Company’s path to profitability.

The 2024 Restructuring Plan includes a reduction in headcount with the majority of the costs consisting of employee severance and benefits.

The Company incurred $ 1.2 million in the fourth quarter of 2024 related to this plan.

An immaterial amount of restructuring-related liabilities under the 2024 Restructuring Plan remain and is reported under 'Accounts payable and other accrued expenses' on the Company’s Condensed Consolidated Balance Sheets.

On January 20, 2025, the Company announced an additional cost-reduction plan (“2025 Restructuring Plan”) aimed at further streamlining operations and enhancing its focus on artificial intelligence data centers, EV, and mobile applications.

The plan included a 19% reduction in workforce, with most associated costs related to severance and stock-based compensation.

During the three months ended March 31, 2025 , the Company incurred $ 1.5 million in restructuring costs related to this plan.

The Company does not expect to incur additional material costs related to the 2025 Restructuring Plan beyond the first quarter of 2025.

As of March 31, 2025, restructuring-related liabilities under the 2025 Restructuring Plan of $ 0.2 million remain and are reported under 'Accounts payable and other accrued expenses' on the Company’s Condensed Consolidated Balance Sheets.

A summary of the balance sheet activity related to the combined 2024 and 2025 Restructuring Plans is as follows (in thousands):

Amounts accrued as of December 31, 2024 Costs Incurred Cash Payments Amounts accrued as of March 31, 2025

Employee Severance and Benefits $ 511 $ 1,469 $ ( 1,730 ) $ 250

Other 6 — ( 6 ) —

$ 517 $ 1,469 $ ( 1,736 ) $ 250

SUBSEQUENT EVENTS

The Company evaluated material subsequent events from the consolidated balance sheet date of September 30, 2024, through November 5, 2024, the date the condensed consolidated financial statements were issued.

There were no material subsequent events as of November 5, 2024, except as discussed below.

On October 25, 2024, the Company entered into a second amended and restated voting agreement (the “Voting Agreement”) with a third party (see Note 1 Investment in Third Party ) that grants the Company the right to appoint a member to the third party’s Board of Directors.

The Company has assessed the impact of the Voting Agreement under ASC 323 Investments - Equity Method and Joint Ventures , and determined that the Company has significant influence and therefore will account for the investment in the third party as an equity method investment during the fourth quarter of 2024.

The Company expects to fair value its investment in the third party on the Company’s balance sheet and then record the Company’s proportionate share of gains/losses in other income (expense) in the Company’s statements of operations.

The Company expects the change in accounting to not have a material impact on its financial statements.

On October 15, 2024, the Company announced a cost-reduction plan to streamline the organization with increased focus on artificial intelligence data center, EV and mobile applications, accelerating the Company’s path to profitability.

The cost-reduction plan includes a 14 % reduction in headcount with a majority of the costs consisting of severances and stock-based compensation, the expense of which the Company is still determining, but amounts are not expected to be significant.

The Company expects to incur the majority of these expenses associated with this cost-reduction plan during the fourth quarter of 2024.

The Company evaluated material subsequent events from the condensed consolidated balance sheet date of March 31, 2025, through May 9, 2025, the date the condensed consolidated financial statements were issued.

There were no material subsequent events as of May 9, 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements