What changed in this filing

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Item 1A. Risk Factors

2025-08-04 compared with 2025-05-09 · 50 added, 134 removed, 24 unchanged (88% of the section changed)

Risk Factors.

The following discussion outlines material changes to the risk factors previously disclosed under the headings “Regulatory Risks” and “Geographic and Geopolitical Risks” in the Risk Factors section of our most recent annual report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 19, 2025 (our “2024 Form 10-K”).

We have restated and updated those portions of our risk factor disclosure to reflect developments and tensions in the geopolitical and international trade environment that have significantly intensified in the first quarter of 2025, including following the filing of our 2024 Form 10-K.

These risk factors, together with the other risk factors disclosed in our 2024 Form 10-K and our other SEC filings, should be carefully considered in conjunction with the other information included in this quarterly report on Form 10-Q.

All of the risks we disclose, as well as other risks not currently known to us or that we currently view as immaterial, could materially and adversely affect our business, financial condition, results of operations, or the value of our securities.

We are adding the following risk factors to those previously disclosed under the category headings “Product and Technology Development Risks” and “Supplier Risks” in the Risk Factors section of our most recent annual report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 19, 2025, as augmented by the additional risk factors set forth in the Risk Factors section of our quarterly report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 9, 2025.

All of these risk factors should be carefully considered in conjunction with the other information included in this quarterly report on Form 10-Q.

The risk factors we disclose, as well as other risks not currently known to us or that we currently view as immaterial, could materially and adversely affect our business, financial condition, results of operations, or the value of our securities.

We update these disclosures as required to reflect significant developments and evolving business conditions facing our company and businesses.

Regulatory Risks

We are subject to export restrictions and laws affecting trade and investments that could materially and adversely affect our business and results of operations.

Throughout 2025, the United States and China have engaged in a rapid escalation of reciprocal tariff actions, significantly impacting bilateral trade.

Beginning in February 2025, the U.S.

imposed a 10% tariff on all Chinese imports, later increasing this rate to 20% in March and then to 54% in early April, as part of a broader overhaul of trade policy targeting perceived imbalances and national security concerns.

On April 9, 2025, the U.S.

further raised tariffs on Chinese-origin goods to a cumulative 125%, although semiconductor products were generally exempt from these increased tariffs while remaining subject to a 25% import duty imposed earlier on China-sourced semiconductor products.

In response, China enacted several rounds of retaliatory measures, including a 34% tariff on all U.S.

goods in early April 2025, followed by a dramatic increase to 84% and ultimately 125% on April 12, 2025, effectively matching the U.S.

The ongoing series of tariff increases and retaliatory actions by the United States and China has created substantial uncertainty for businesses engaged in U.S.-China trade, including our company.

These actions have also disrupted global supply chains, and raised costs for importers and consumers in both countries.

The institution of trade tariffs both globally and between the U.S.

and China specifically could have negative repercussions on our business.

China’s retaliatory tariffs or non-tariff barriers could significantly erode our pricing competitiveness for silicon carbide (SiC) products for at least the next 12 to 18 months because we currently rely on a single U.S.

source for our supply of silicon carbide wafers.

The imposition of 125% tariffs on U.S.-made chips, or non-tariff barriers such as procurement policies favoring domestically produced chips under “Made in China 2025” or similar programs, could significantly reduce our pricing competitiveness in many product categories, compared to competitors based in China as well as competitors based in other countries which are not subject to those tariffs.

Although we are exploring alternative sources of production and supply, we currently rely on a single U.S.-based semiconductor foundry for 100% of our supply of silicon carbide wafers.

The process of establishing alternative foundry sources typically takes between 12 and 18 months at least.

As a result, with no current alternative manufacturing sites outside the U.S., the company cannot pivot production to avoid tariffs or localize supply chains.

Furthermore, the imposition of tariffs could cause a decrease in the sales of products to end customers located in China or other end customers selling to Chinese end users, which could materially and adversely affect our business, financial condition and results of operations.

Our business is affected by new U.S.

government regulations restricting outbound investments in China.

government has implemented new regulations, effective January 2, 2025, that establish an Outbound Investment Security Program which prohibits or requires notification of certain investments by U.S.

companies in entities involved in specific technologies, including semiconductor design, development, fabrication and assembly in China, Hong Kong and Macau.

The scope of the new regulations includes investments in existing wholly owned Chinese subsidiaries as well as investments in unaffiliated third parties and joint ventures.

These regulations affect our company and may adversely affect our business, financial condition and results of operations in the following ways:

• Investment Restrictions :

The regulations prohibit investments in entities engaged in activities related to advanced semiconductors, including the fabrication of integrated circuits from gallium-based compound semiconductors such as gallium nitride (GaN).

Although we do not believe this materially limits our ability to enter into or continue customary commercial relationships with Chinese suppliers and customers, this restriction does limit our ability to pursue strategic investments or partnerships in the area of GaN device fabrication, potentially affecting our growth and competitive positioning.

• Notification Requirement s:

Even when investments are not prohibited by the new regulations, we may be required to notify the U.S.

government of certain transactions, including investment transactions involving semiconductor device design, development, fabrication (from materials other than GaN) and packaging, in each case which our Chinese subsidiary was not engaged in before the new regulations became effective.

This could result in delays, increased compliance costs, and potential scrutiny of our investment activities.

• Competitive Disadvantage:

These regulations apply specifically to U.S.

companies and entities they control.

This may place us at a competitive disadvantage compared to non-U.S.

companies not subject to these restrictions.

• Penalties for Non-Compliance :

Violations of these regulations can result in substantial civil penalties, and willful violations may lead to criminal penalties.

The potential for such penalties could increase our compliance costs and increases our legal and financial risks associated with international investments.

The implementation of these regulations may contribute to increased geopolitical tensions, potentially affecting our broader business relationships and operations in China and other affected regions.

We are closely monitoring the implementation of these regulations and developing compliance strategies.

However, the full impact of this new regulatory regime on our business remains uncertain and could be material.

Investments in or by us may be subject to foreign investment regulation and review in the United States and elsewhere, which may result in material restrictions, conditions, prohibitions or penalties on us or our investors related to any such investments.

Semiconductor technologies generally, and GaN and SiC semiconductors specifically, may be subject to heightened regulatory scrutiny.

Our industry is subject to foreign direct investment (“FDI”) regulations in many countries, including the United States.

Our ability to invest in companies or operations in, and our ability to raise capital from investors affiliated with, those jurisdictions may be subject to review or approval requirements, restrictions, conditions, or prohibitions.

Any review and approval of an investment or transaction by an FDI regulator may have disproportionate impacts on transaction certainty, timing, feasibility, and cost, among other effects.

FDI regulatory policies and practices are rapidly evolving, and in the event that an FDI regulator reviews one or more proposed or existing investments, there can be no assurance that we will be able to maintain, or proceed with, such investments on terms acceptable to us.

We may be unable to complete commercially desirable acquisitions in such jurisdictions or be subject to material costs or restrictions in connection with such acquisitions.

While we strive to comply with all applicable laws and regulations, the application of FDI regulations could also in some circumstances result in financial or other penalties or require divestments, any of which could have a material impact on us.

In the United States, certain investments that involve the acquisition of, or investment in, a U.S.

business by an investor subject to foreign control (a “foreign person”) may be subject to review and approval by the Committee on Foreign Investment in the United States (“CFIUS”).

Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved, and the nature of the technology possessed by the U.S.

For example, investments that result in “control” of a U.S.

business, which may include governance rights falling well short of majority control, by a foreign person are always subject to CFIUS jurisdiction.

CFIUS’s jurisdiction also extends to investments that do not result in control of a U.S.

business by a foreign person, if they afford foreign investors with information or governance rights in a U.S.

business that has a nexus to, among other things, “critical technologies.” Transactions involving companies that develop, produce, or test critical technologies may be subject to mandatory filing requirements.

In addition, U.S.

regulatory initiatives over the past several years have classified certain semiconductor technologies as “critical to national security,” including compound semiconductors and wide-bandgap semiconductors.

Both gallium nitride (GaN) and silicon carbide (SiC) are compound semiconductors and wide-bandgap semiconductors.

As a result, our company’s focus on GaN- and SiC-based products, together with our global presence in rapidly growing markets, including China, may subject our company to additional regulatory restrictions or scrutiny, including by CFIUS, in connection with past or future transactions that involve investments in us or by us.

Although we believe all of our GaN and SiC products are generally not subject to export controls under the U.S.

Export Administration Regulations (EAR), CFIUS could choose to review proposed or past investments in us by foreign persons whether or not our business is deemed to involve “critical technologies.” In the case of such review, CFIUS could prohibit or impose conditions on the relevant investment.

Such conditions might include limitations or obligations on our operations that could result in material costs or disruptions of our current or future operations.

The prospect of CFIUS review, or any such prohibitions or conditions, could result in material costs or disruptions in our current or future operations or plans, and could also have a negative impact on our stock price.

Furthermore, we have had communications with CFIUS with respect to our products, investors and acquisitions, and may have additional communications in the future with respect to these or other matters.

Any future communications with CFIUS or other similar regulatory agency with authority over FDI, if not satisfactorily resolved, may result in material restrictions, conditions, prohibitions or penalties on us or our investors.

We are subject to U.S.

laws and regulations that could limit and restrict the export of some products and services and may restrict transactions with certain end customers, business partners and other persons, including, in certain cases, dealings with or between our employees and subsidiaries.

In certain circumstances, export control and economic sanctions regulations may prohibit the export of certain products, services and technologies and in other circumstances we may be required to obtain an export license before exporting the controlled item.

Compliance with these laws and regulations could materially limit operations or sales, which would materially and adversely affect our business and results of operations.

In addition, U.S.

laws and regulations and sanctions, or threat of sanctions, that could limit and restrict the export of some of our products and services to end customers, may also encourage end customers to develop their own solutions to replace our products, or seek to obtain a greater supply of similar or substitute products from competitors that are not subject to these restrictions, which could materially and adversely affect our business, financial condition and results of operations.

Further, our sales may be adversely affected by the current and future political environment in China and the policies of the China Central Government.

China’s government has exercised and continues to exercise substantial control over nearly all sectors of the Chinese economy through regulation and state ownership.

Our ability to ship products to China may be adversely affected by changes in Chinese laws and regulations, including those relating to taxation, import and export tariffs, raw materials, environmental regulations, land use rights, property and other matters.

Under its current leadership, China’s government has been pursuing economic reform policies that encourage private economic activity and greater economic decentralization.

There is no assurance, however, that China’s government will continue to pursue these policies, or that it will not significantly alter these policies from time to time without notice.

The United States government has called for substantial changes to foreign trade policy with China and has raised (as well as has proposed to further raise in the future), tariffs on several Chinese goods.

China has retaliated with increased tariffs on United States goods.

Any further changes in United States trade policy could trigger retaliatory actions by affected countries, including China, resulting in trade wars.

Any changes in United States and China relations, including through changes in policies by the Chinese government could adversely affect our financial condition and results of operations, including:

changes in laws, regulations or the interpretation thereof, confiscatory taxation, governmental royalties, restrictions on currency conversion, imports or sources of supplies, or the expropriation or nationalization of private enterprises.

In addition, there may be circumstances where we may have to incur premium freight charges to expedite the delivery of our products to end customers or as a result of being required to ship to alternative ports due to local Chinese government regulations or delays at the ports that we typically utilize.

If we incur a significant amount of freight charges, our gross profit will be negatively affected if we are unable to pass on those charges to end customers.

Geographic and Geopolitical Risks

We are subject to risks and uncertainties associated with international operations, which may harm our business.

We maintain our operations around the world, including in the U nited States, China, Taiwan, Ireland, Germany, Italy, Belgium, Thailand, South Korea, and the Philippines.

For the three months ended March 31, 2025 and 2024, approxim ately 54% and 75%, respectively, of our net sales were to end customers in Asia.

We allocate revenue among individual countries based on the location to which the products are initially billed even if our end customers’ revenue is attributable to end customers that are based in a different location.

As of March 31, 2025, approximately 68% of our workforce was located outside of the United States.

In addition, a substantial majority of our products are manufactured, assembled, tested and packaged by third parties located outside of the United States.

The principal assembly and test facilities operated by our back-end manufacturing service providers are located in Taiwan and the Philippines.

We also rely on several other wafer fabrication and manufacturing service providers located throughout Asia.

Any conflict or uncertainty in this region, including those posing risks to public health or safety, such as natural disasters, could have a material adverse effect on our business, financial condition and results of operations.

Moreover, the global nature of our business subjects us to a number of additional risks and uncertainties, which could harm our business, financial condition and results of operations, including:

• international economic and political conditions and other political tensions between countries in which we do business;

• actual or threatened military conflicts in countries or regions where we do not do business or have manufacturing partners, such as the military conflict between Russia and Ukraine, may increase the likelihood of supply interruptions or disruptions in countries or regions where we do business or in which our manufacturing partners have facilities.

Such interruptions or disruptions may make it harder for us to find favorable pricing and reliable sources for materials and services we need to make our products, putting upward pressure on our costs;

• unexpected changes in, or impositions of, legislative or regulatory requirements, including changes in tax laws;

• restrictions on cross-border investment, including enhanced oversight by the Committee on Foreign Investment in the United States (“CFIUS”) and substantial restrictions on investment from China as well as recently introduced restrictions on investments by U.S.

persons in China;

• differing legal standards with respect to protection of intellectual property and employment practices;

• local business and cultural factors that differ from our normal standards and practices, including business practices that we are prohibited from engaging in by the U.S.

Foreign Corrupt Practices Act of 1977 (“FCPA”) and other anticorruption laws and regulations;

• exporting or importing issues related to export or import restrictions, including deemed export restrictions, tariffs, quotas and other trade barriers and restrictions;

• disruptions of capital and trading markets and currency fluctuations;

• increased costs and supply chain adjustments for semiconductor companies due to recent U.S.

tariffs on Chinese imports.

Since we have significant operations and revenues in China, our business development plans, results of operations and financial condition may be materially and adversely affected by significant political, social and economic developments in China.

A slowdown in economic growth in China could adversely impact our end customers, prospective end customers, suppliers, distributors and partners in China, which could have a material adverse effect on our results of operations and financial condition.

There is no guarantee that economic downturns, whether actual or perceived, any further decrease in economic growth rates or an otherwise uncertain economic outlook in China will not occur or persist in the future, that they will not be protracted, or that governments will respond adequately to control and reverse such conditions, any of which could materially and adversely affect our business, financial condition and results of operations.

A significant portion of our net sales is generated through end customers in China which subjects us to risks associated with changes of Chinese end customer interest and governmental or regulatory changes.

We generate a significant portion of our net sales through end customers in China.

In the three months ended March 31, 2025 and 2024 , 41% and 60%, respectively, of our net revenues were from sales to end customers in China.

We expect that our end customers in China will continue to account for a high percentage of our revenue for the foreseeable future.

Thus, our business success depends on our ability to maintain strong relationships with our end customers in China.

Any loss of our key end customers for any reason, including because of changes of end customer interest in our products, or a change in the relationship with them, including a significant delay or reduction in their purchases, may cause a significant decrease in our revenue, which we may not be able to recapture, and our business could be harmed.

Additionally, China’s government has implemented policies from time to time to regulate economic expansion in China.

It exercises significant control over China’s economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

Any additional new regulations or the amendment or modification of previously implemented regulations could require us and our manufacturing partners to change our business plans, increase our costs, or limit our ability to sell products and conduct activities in China, which could adversely affect our business and operating results.

The Chinese government also has broad discretion and authority to regulate the technology industry in China.

The Chinese government and provincial and local governments also have provided, and continue to provide, various incentives to encourage the development of the semiconductor industry in China.

Such incentives include tax rebates, reduced tax rates, favorable lending policies and other measures, some or all of which may be available to our manufacturing partners in China.

Any of these incentives could be reduced or eliminated by governmental authorities at any time.

Any such reduction or elimination of incentives currently provided to our manufacturing partners could adversely affect our business and operating results.

Risks Related to Product or Technology Announcements

The market price of our common stock may be affected by announcements regarding the selection of our products or technologies by key customers or industry participants, even though the events and corresponding business opportunities may not reflect binding commitments or future revenues.

Investors should not place undue reliance on such announcements when evaluating our business prospects or the value of our common stock.

From time to time, key customers or other industry participants, with whom we have established relationships in connection with our product and technology development, may publicly announce that they have selected, qualified or approved our products or technologies for potential use in connection with their offerings or their own development programs, or that they are collaborating with us in connection with such programs.

Such announcements may generate significant investor interest and may lead to temporary fluctuations in our stock price as the market reacts to perceived business opportunities.

However, the events and corresponding business opportunities which are referred to in, or implied by, such announcements may not constitute binding commitments, and there can be no assurance that the underlying business relationships will endure, or that any such business opportunities will be realized.

Our success ultimately depends on customers placing orders for, and purchasing, our products, and there is no guarantee, based on such announcements, that any customer will ultimately place orders for our products or that any such orders will be material in amount.

For example, on May 20, 2025, Nvidia Corporation announced that our company had been selected, among several “key industry partners across the data center electrical ecosystem,” as part of an Nvidia initiative to advance innovations in high-efficiency, scalable power delivery for next-generation AI data centers.

We also announced this technology collaboration with Nvidia on May 21, 2025.

Although our collaboration with Nvidia does not involve any binding commitments by Nvidia or any customer, and there is no guarantee that we will achieve any revenues as a result, our stock price and the trading volume of our common stock nevertheless experienced significant increases in the days following our announcement.

As a result, our stock price may experience volatility based on news of potential activities by customers or other industry participants that may not ultimately translate into actual sales or revenue.

Investors should not place undue reliance on such announcements when evaluating our business prospects or the value of our common stock.

Our ability to accurately predict future revenues and profits is inherently subject to significant uncertainties, particularly as our products are designed to disrupt existing markets and create new or emerging markets.

For example, the success of our strategic focus on products intended for use in AI data centers depends on our assumptions about end-customer acceptance of both our products in those applications, and our assumptions about customers’ acceptance of advanced system architectures for servers used in AI data centers, either of which may turn out to be inaccurate.

Unlike established markets, such as those for legacy silicon solutions, where historical trends offer some predictive value, new and emerging markets present unique challenges:

• Market Acceptance and Addressable Market Uncertainty :

The demand for our products, and our customers’ products, in new or emerging markets is difficult to forecast, as customer preferences may not be fully known and can evolve rapidly.

Further, demand for our products depends on the acceptance of underlying new and developing system architectures.

For example, our predictions for the use of GaN- and SiC-based products in 800 V AI data center power applications depend on assumptions regarding the acceptance and growth of 800 V systems themselves.

• Lack of Historical Data :

In established markets, revenue projections can be supported by trends from prior periods.

In contrast, there is little or no precedent for products aimed at new use cases, rendering traditional forecasting methods less reliable.

• Unpredictable Competitive Dynamics :

To the extent our products reshape or create new market landscapes, the competitive environment may evolve in unexpected ways.

For example, new competitors may emerge, or traditional competitors with established R&D and manufacturing resources, and long-standing customer relationships, may choose to offer competitive GaN or SiC solutions.

• Cyclical and Volatile Industry Conditions :

The semiconductor sector is known for cyclical volatility.

This inherent unpredictability is amplified in new and emerging markets, where demand can swing sharply due to macroeconomic events, supply chain shocks, regulatory changes, or technology cycles.

Because our growth strategy depends on the successful creation and expansion of markets that did not previously exist—or were substantially different prior to our entry—we may experience periods of inconsistent or lower-than-expected revenue growth and profitability.

These factors may materially impact our operating results and financial condition.

Investors should not rely on past performance or management projections as an indication of future results in these dynamic markets.

Risks Related to Our Supply Chain and Manufacturing

We rely on a sole supplier for our GaN wafers, and the announced discontinuation of GaN production by this supplier may adversely affect our operations, financial results, and growth prospects.

We have relied on Taiwan Semiconductor Manufacturing Company Limited (“TSMC”) as our sole supplier of gallium nitride (“GaN”) wafers, a key component in our product offerings.

On July 1, 2025, TSMC announced its intention to cease GaN production in July 2027.

While we have taken proactive steps to mitigate this risk, including expanding our collaboration with Powerchip Semiconductor Manufacturing Corporation (“Powerchip”), with qualification of initial devices expected in the fourth quarter of 2025 and mass production anticipated in the first half of 2026, there is no assurance that Powerchip or any other supplier will meet our quality, volume, cost, or timeline requirements.

Any delays or disruptions in qualifying or ramping production with Powerchip or other alternative suppliers could negatively impact our ability to fulfill customer orders, lead to increased costs, or cause a loss of revenue and market share.

In addition, the transition may require us to modify our designs or manufacturing processes, which could result in increased engineering costs and potential delays in product availability.

We are continuing to evaluate the impact of this transition on our financial statements, and there can be no assurance that our mitigation efforts will fully address the risks associated with TSMC’s exit from GaN production.

Our failure to secure a stable and diversified supply of GaN wafers could materially adversely affect our business, financial condition, and results of operations.

EXHIBIT INDEX

Exhibit Description

10.1 Agreement, dated April 23, 2025, among Navitas Semiconductor Corporation, Ranbir Singh and SiCPower, LLC (inco rporated by reference from Exhibit 10.1 of our current report on Form 8-K, filed with the S ecurities and E xc hange Commi ssion on April 29, 2025 )

Letter of resignation f rom Daniel M.

Kinzer , dated April 23, 2025

Se paration and Release of Claims Agreement, dated May 1, 2025 , among Navitas Semiconductor Corporation , Navitas Semiconductor Limited, Navitas Semiconductor USA, Inc.

and Daniel M.

31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act

1 unchanged sentence

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.

101.SCH* XBRL Taxonomy Extension Schema Document

101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document

10 unchanged sentences

(principal executive officer)

August 4, 2025

NAVITAS SEMICONDUCTOR CORPORATION

3 unchanged sentences

(principal financial and accounting officer)

August 4, 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 1A. Risk Factors