UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2025
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(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (844 ) 654-2642
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
par value $0.0001 per share | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 8, 2025, the board of directors of Navitas Semiconductor Corporation (the “Company”) appointed Cristiano Amoruso as a director of the Company. Mr. Amoruso will serve as a Class I director with an initial term expiring at the Company’s 2025 annual meeting of stockholders. In connection with his appointment, Mr. Amoruso will stand for reelection as an independent Class I director at the Company’s 2025 annual stockholders’ meeting for a term expiring at the Company’s 2028 annual stockholders’ meeting. Additional details will be provided in Navitas’ definitive proxy statement for the meeting to be filed with the U.S. Securities and Exchange Commission (SEC).
Between 2019 and January 2025 Mr. Amoruso served as director of Suniva, Inc., a manufacturer of semiconductor photovoltaic cells, and from 2023 to January 2025 was its Chief Executive Officer. From 2015 to January 2025 Mr. Amoruso was an analyst at Lion Point Capital, LP, an investment firm seeking to create value at public and private companies by driving operational, structural, and regulatory changes. Prior to Lion Point, Mr. Amoruso was a director at Starboard Value LP, a New York-based investment adviser with a fundamental approach to investing in and driving value at publicly traded U.S. companies. Before that he was an investor at Infracapital, the infrastructure private equity manager of M&G Investments (LON: MNG). Mr. Amoruso received an M.B.A. from Columbia Business School, and graduated from the University of Bari, Italy, where he received a Laurea (Bachelor’s Degree), 110/110 e lode, in economics and business. Mr. Amoruso is a CFA Charterholder.
Mr. Amoruso will participate in the Company’s compensation arrangements for non-employee directors, which are described in the Company’s most recent proxy statement filed with the Securities and Exchange Commission on April 26, 2024 and incorporated herein by reference.
The board of directors has not yet determined the committees of the board on which Mr. Amoruso will serve. In accordance with Instruction 2 to Item 5.02 of Form 8-K, the Company will file an amendment to this report after that determination has been made.
Item 7.01. Regulation FD Disclosure.
On May 14, 2025, the Company issued a press release announcing Mr. Amoruso’s appointment to the board of directors. The press release is furnished as Exhibit 99.1 to this report and incorporated in this Item 7.01 by reference.
Information in this Item 7.01 and Exhibit 99.1 is furnished and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and none of such information is incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NAVITAS SEMICONDUCTOR CORPORATION | |||||||||||
Dated: May 14, 2025 | |||||||||||
| By: | /s/ Gene Sheridan | ||||||||||
| Gene Sheridan | |||||||||||
| President and Chief Executive Officer | |||||||||||
Exhibit 99.1
Navitas Semiconductor Appoints Cristiano Amoruso to Board of Directors
TORRANCE, Calif., May 14, 2025 – Navitas Semiconductor (Nasdaq: NVTS), the only pure-play, next-generation power semiconductor company and industry leader in gallium nitride (GaN) power ICs and silicon carbide (SiC) technology, today announced the appointment of Cristiano Amoruso to the company’s board of directors, effective immediately.
Mr. Amoruso most recently served as Chief Executive Officer of Suniva, Inc., the largest private U.S.-based manufacturer of solar photovoltaic semiconductors, and as a partner at Lion Point Capital, L.P., a global investment firm. He is an accomplished investor with significant operating expertise and a strong track record of value creation in the technology and renewable energy industries across public and private companies.
“We are glad to welcome Cristiano to the board at this pivotal time for Navitas,” said Richard Hendrix, chair of the Navitas board. “Cristiano brings meaningful experience driving growth at semiconductor companies, and we are confident he will contribute to our efforts to capture the multi-billion dollar market opportunity ahead of us. Importantly, Cristiano’s appointment builds on our recent actions to strengthen our corporate governance and accelerate our path to profitability for the benefit of our stockholders.”
Mr. Amoruso commented, “Navitas’ gallium nitride (GaN) and silicon carbide (SiC) products have tremendous untapped potential and are accelerating a paradigm shift across the entire technology hardware industry, especially in power intensive applications like datacenters, solar power plants, and electric vehicles. I am excited to join the Navitas board and look forward to working with management and my fellow directors to create long-term value.”
In connection with his appointment to the board, Mr. Amoruso will stand for election as an independent Class I director at the company’s 2025 annual stockholders’ meeting along with Gene Sheridan and Ranbir Singh. Additional details will be provided in Navitas’ definitive proxy statement for the meeting to be filed with the U.S. Securities and Exchange Commission (SEC).
Forward-Looking Statements
Statements and information in this press release that are not historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are made pursuant to the “safe harbor” provisions of such Act. Forward-looking statements may be identified by the use of words such as “we expect” or “are expected to be,” “estimate,” “plan,” “project,” “forecast,” “intend,” “anticipate,” “believe,” “seek,” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions and expectations.
The risks, uncertainties, assumptions and other factors that could cause actual events or results to differ from the events or results predicted or implied by our forward-looking statement include those risk factors discussed in our filings with the SEC, including those disclosed under the caption “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2024, our quarterly report on Form 10-Q for the quarter ended March 31, 2025 and subsequent quarterly reports. Navitas may elect to update these forward-looking statements at some point in the future, but specifically disclaims any obligation to do so.
About Navitas
Navitas Semiconductor (Nasdaq: NVTS) is the only pure-play, next-generation power-semiconductor company, celebrating 10 years of power innovation, founded in 2014. GaNFast™ power ICs integrate gallium nitride (GaN) power and drive, with control, sensing, and protection to enable faster charging, higher power density, and greater energy savings. Complementary GeneSiC™ power devices are optimized high-power, high-voltage, and high-reliability silicon carbide (SiC) solutions. Focus markets include data centers, EV, solar, energy storage, home appliance / industrial, mobile, and consumer. Over 300 Navitas patents are issued or pending. Navitas was the world’s first semiconductor company to be CarbonNeutral®-certified.
Navitas, GaNFast, GaNSense, GaNSafe, GeneSiC and the Navitas and GeneSiC logos are trademarks or registered trademarks of Navitas Semiconductor Limited or affiliates. All other brands, product names and marks are or may be trademarks or registered trademarks used to identify products or services of their respective owners.
Contact Information
Lori Barker
The Blueshirt Group
ir@navitassemi.com