Navitas Is Buying $5 Million of Magnachip Stock at $3.42 a Share, a Premium to the Prior Close. The Filings Say Nothing About the Director Who Sits on Both Boards

by Vikram Desai · September 25, 2026

Funding & Deals Reporter, Frontier Tech Wire

Navitas Semiconductor Corporation (Nasdaq: NVTS) has agreed to buy 1,461,988 newly issued shares of Magnachip Semiconductor Corporation (NYSE: MX) at $3.42 a share, for an aggregate price of $5,000,000, under a privately negotiated stock purchase agreement dated Sept. 18, 2026, according to Forms 8-K both companies filed on Sept. 21. Magnachip's release, issued the same day from Seoul, describes the transaction as "a $5 million strategic equity investment" that "deepens" a silicon carbide licensing partnership the two companies announced in July. Closing was expected "on or about September 24, 2026," subject to customary conditions; as of Friday neither company had filed a notice that it had closed.

The price was set above where the stock had been trading. Magnachip's common stock closed at $2.75 on Sept. 18, the date of the agreement, according to the historical price table on stockanalysis.com. On that basis the $3.42 purchase price is a premium of about 24 percent, our arithmetic from those two figures. The shares closed at $3.20 on Sept. 21, the day the deal was announced, on volume of 4,415,073 shares, against between 337,012 and 493,418 shares on each of the five preceding sessions, and at $3.18 on Sept. 24, the expected closing date, below the price Navitas agreed to pay.

The purchase agreement, filed as Exhibit 10.1 to Magnachip's 8-K, is short on strings. It defines the per-share price as $3.42 and the closing date as no later than the second business day after conditions are satisfied. Its covenants deal with keeping the NYSE listing, reserving the shares, transfer restrictions, restrictive legends, publicity and registration rights: Magnachip must file a Form S-3 resale registration statement within 30 days of closing and use "commercially reasonable efforts" to have it declared effective within 60 days, or 90 if the SEC reviews it. A search of the agreement's text finds no lock-up, no standstill, no board or observer seat, no right of first refusal and no use-of-proceeds clause. The shares are being sold under the Section 4(a)(2) private-placement exemption, and both 8-Ks say the agreement contains only customary representations and warranties.

What the September filings do not say is that the two companies already share a director. Navitas's quarterly report for the period to June 30, 2026, filed July 27, discloses under subsequent events that the July licensing partnership "is a related party transaction because the Company's director, Mr. Cristiano Amoruso, is also a member of Magnachip's board of directors and has an indirect financial interest in both companies." The 10-Q adds that "Mr. Amoruso was not involved in the negotiation of this transaction, and the Company's audit committee has reviewed and approved the transaction, with Mr. Amoruso abstaining." It also says the financial aspect of the July partnership "is not readily determinable at this time, but exceeds $120,000."

The word "Amoruso" does not appear in Navitas's Sept. 21 8-K, its 8-K/A, Magnachip's 8-K, the purchase agreement or Magnachip's press release. Nor does Magnachip's own second-quarter 10-Q, filed Aug. 10, describe Navitas as a related party. That does not mean the September purchase was handled differently from the July licence; it means the public record on how it was approved consists of what Navitas wrote about the earlier transaction, and nothing about this one.

The July agreement is the reason the investment exists. Magnachip's 10-Q says that under it the company "will license certain Navitas technology to enter the HV and UHV SiC markets," gain access to "Navitas' SiC supply chain and materials ecosystem," and "seek to port, qualify, and internalize the technology at our fabrication facility." Magnachip's Sept. 21 release identifies the technology as Navitas's "GeneSiC Trench-Assisted Planar technology covering 1,200 V, 2,300 V, 3,300 V and higher-voltage applications," to be internalised at Magnachip's fab in South Korea. Navitas's 10-Q says the porting is to happen "in the future on commercial terms to be finalized." No licence fee, royalty or timetable has been disclosed by either side.

Magnachip is a Korean analog and mixed-signal power semiconductor company with its own fabrication plant in Gumi. Its second-quarter 10-Q shows net sales of $44.7 million, down from $47.6 million a year earlier, an operating loss of $10.0 million and a net loss of $4.8 million after a $2.8 million gain from discontinued operations. Cash and cash equivalents were $87.9 million at June 30, 2026, down from $103.8 million at the end of 2025. The company had 36,510,111 shares outstanding as of July 31, 2026, and in June 2026 set up a $50 million at-the-market programme with B. Riley Securities that the purchase agreement expressly carves out of its capitalisation representations. The 10-Q also flags a third-party substation upgrade at Gumi during the third quarter that "will temporarily impact operations," for which the company built inventory in advance.

Set against that share count, Navitas's 1,461,988 shares would represent about 3.9 percent of the enlarged company, our arithmetic dividing the new shares by 36,510,111 plus 1,461,988. That is small enough not to require a Schedule 13D or 13G, and the agreement gives Navitas no governance rights that would change that. The $5 million is also small relative to Magnachip's existing cash; the release does not say what the proceeds are for beyond the general statement that the investment "supports development of differentiated next-generation power semiconductor solutions."

For Navitas, $5 million is small against its balance sheet but not against its revenue. Its 10-Q shows cash and cash equivalents of $557.4 million at June 30, 2026, up from $236.9 million at the end of 2025 after what the filing describes as $373.2 million of net proceeds from at-the-market offerings in the first half. Second-quarter net revenues were $10.5 million, down from $14.5 million a year earlier, and the six-month net loss was $262.0 million, of which $211.0 million was a non-cash loss from the change in fair value of an earnout liability. The same 10-Q discloses a lawsuit filed on or about July 22 by Renesas Electronics against the company and two employees including its chief executive, alleging trade-secret misappropriation, which Navitas says it "intends to vigorously defend."

Chief executive Chris Allexandre, who signed both Navitas filings, said in the Magnachip release that "this investment reflects our confidence in the relationship and the value we believe the two companies can create together in the years ahead," and that the companies would "explore opportunities for broader technology and product collaboration." Magnachip's chief executive, Chae Lee, said the combination "creates opportunities to develop a new generation of differentiated power solutions that address emerging customer needs that we believe are not adequately served by products available today." Neither quote attaches a product, a customer or a date.

Two small discrepancies in the paperwork are worth recording. Navitas's original 8-K dated the agreement Sept. 19; an 8-K/A filed the same day corrected it to Sept. 18, adding that "No other changes have been made from the Original Filing." And Magnachip's 8-K describes its Sept. 21 press release, under Item 7.01, as "announcing the closing of a private placement for $5,000,000," when the release itself says closing was expected three days later. Neither error changes the economics, but the second means the public record currently contains a filing that says the deal closed before it did.

What happens next is mostly administrative: a closing notice, if either company files one; Magnachip's S-3 within 30 days of closing, which would let Navitas sell at any time; and, eventually, the commercial terms for porting GeneSiC to Gumi, which neither company has put a number on. What is not yet known is whether Navitas's audit committee reviewed the share purchase as a related-party transaction the way it reviewed the licence, and whether Magnachip will disclose the shared directorship in its own filings. Magnachip's third-quarter 10-Q, due in November, is the first place that would ordinarily appear.