What changed in this filing

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Item 1A. Risk Factors

2025-11-03 compared with 2025-08-04 · 29 added, 35 removed, 39 unchanged (62% of the section changed)

Risk Factors.

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.

We are adding the following risk factor to those previously disclosed under the category heading “Risks Related to Our Business and Strategy” and mofiying certain risk factors 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 and our quarterly report on Form 10-Q for the quarter ended June 30, 2025, filed with the SEC on August 4, 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.

Risks Related to Our Business and Strategy

Our increased focus on AI data centers, performance computing, energy and grid infrastructure and industrial electrification, and our reduced emphasis on mobile and consumer products, may not achieve the anticipated results.

We recently announced an enhanced focus on AI data centers, performance computing, energy and grid infrastructure and industrial electrification, and a de-emphasis on mobile and consumer products.

We may not successfully execute our strategic transition to these new markets and customer applications, which could adversely affect our business, results of operations, and financial condition.

We are in the process of redirecting our strategic focus away toward supplying products for AI data centers, performance computing, energy and grid infrastructure and industrial electrification.

As a result, we will transition our strategic focus away from mobile and consumer electronic markets - the primary source of our historic revenue.

This strategic realignment entails significant operational, technical, and market risks.

Our success in these markets depends on factors including our ability to (i) develop and scale semiconductor solutions that meet demanding power, efficiency, and performance requirements of our customers;

(ii) compete against established incumbents with substantial R&D and manufacturing resources;

(iii) anticipate rapidly evolving customer needs and technological standards in these high-power and high-performance segments;

and (iv) secure design wins and long-term supply agreements in new and unfamiliar market segments.

This transition may also require additional capital to execute upon our strategy, which may not be available to us when we need it or on terms acceptable to us.

If we are unable to secure the capital needed to execute upon our strategic initiatives, our business operations could be materially affected.

Products for AI data centers, performance computing, energy and grid infrastructure and industrial electrification generally require larger, more complex die sizes, advanced process nodes, and longer qualification cycles than consumer products, leading to greater up-front R&D investments and longer payback periods.

In addition, our existing manufacturing and supply-chain relationships, optimized for high-volume consumer devices, will need to be adjusted for these new products and customers.

Any adverse outcomes in product qualification, manufacturing or performance could materially harm our margins and cash flows.

Furthermore, as we reduce our focus on the mobile and consumer markets, we may lose existing customer relationships and brand visibility in those sectors.

The markets for AI data centers, performance computing, energy and grid infrastructure and industrial electrification are also subject to cycles of over-investment, component oversupply, and technological disruption, which can lead to sharp fluctuations in demand and variability in results.

If our transition does not yield expected revenue growth or margin improvement, or if emerging competitors capture key design opportunities, our business, financial performance, and long-term growth prospects could be materially and adversely affected.

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.

This may be particularly true following the Company’s announcement of a pivot towards high-power markets.

Investors should not place undue reliance on such announcements as an indicator of our business prospects, future performance or otherwise when evaluating 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.

This may be particularly true following the Company’s announcement of a transition towards high-power markets.

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.

4 unchanged sentences

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.

Investors should not place undue reliance on such announcements as an indicator of our business prospects, future performance or otherwise when evaluating 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.

For example, the success of our strategic focus on products intended for high-power markets, including AI data centers, performance computing, energy and grid infrastructure and industrial electrification, 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 high-power markets, 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:

8 unchanged sentences

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 :

13 unchanged sentences

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

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

32.1** Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF* XBRL Taxonomy Extension Definition Linkbase Document

101.LAB* XBRL Taxonomy Extension Label Linkbase Document

101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith

** Furnished herewith

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NAVITAS SEMICONDUCTOR CORPORATION

/s/ Gene Sheridan

Gene Sheridan

President and Chief Executive Officer

(principal executive officer)

August 4, 2025

NAVITAS SEMICONDUCTOR CORPORATION

/s/ Todd Glickman

Todd Glickman

V.P., Chief Financial Officer and Treasurer

(principal financial and accounting officer)

August 4, 2025

Unregistered Sales of Equity Securities and Use of Proceeds.

Defaults Upon Senior Securities.

Mine Safety Disclosures.

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