8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 17, 2025

CEVA, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-49842	77-0556376
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

15245 Shady Grove Road, Suite 400, Rockville, MD 20850

(Address of Principal Executive Offices, and Zip Code)

(240) 308-8328

Registrant’s Telephone Number, Including Area Code

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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
Common Stock, $0.001 par value	CEVA	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. ☐

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EXPLANATORY NOTE

This Current Report on Form 8-K/A (this “Amendment”) is being filed solely to replace the version of Exhibit 5.1 (the “Initial Exhibit”) attached to the Company’s Current Report on Form 8-K filed with the SEC on November 19, 2025 (the “Initial 8-K”). The Initial Exhibit inadvertently covered an incorrect total shares issuable pursuant to the offering as described in Item 1.01 of the Initial 8-K. Except for the foregoing, this Amendment does not modify or update any disclosure contained in the Initial 8-K or its other exhibits, and such other exhibits thereto (other than Exhibit 23.1, which is included in Exhibit 5.1 filed herewith) are hereby expressly incorporated into this Amendment by reference.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br><br> <br>No.	Description
5.1	Opinion of Morrison & Foerster LLP regarding the legality of the Common Stock.
23.1	Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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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.

	CEVA, INC.
Date: December 1, 2025	By:	/s/ Yaniv Arieli
		Yaniv Arieli
		Chief Financial Officer

ex_893889.htm

Exhibit 5.1

425 MARKET STREET<br> SAN FRANCISCO<br> CALIFORNIA  94105-2482<br><br> <br><br><br> <br>TELEPHONE: 415.268.7000<br><br> <br>FACSIMILE: 415.268.7522<br><br> <br><br><br> <br>WWW.MOFO.COM	morrison foerster llp<br><br> <br><br><br> <br>amsterdam, austin, berlin, boston,<br><br> <br>brussels, denver, hong kong,<br><br> <br>london, los angeles, miami, new<br><br> <br>york, palo alto, san diego, san<br><br> <br>francisco, shanghai, singapore,<br><br> <br>tokyo, washington, d.c.

November 18, 2025

Board of Directors

Ceva, Inc.

15245 Shady Grove Road, Suite 400

Rockville, Maryland 20850

Re: Public Offering of Common Stock

Ladies and Gentlemen:

We are acting as counsel to Ceva, Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company of up to 3,450,000 shares of its common stock, $0.001 par value per share (the “Shares”), all of which Shares are to be sold by the Company pursuant to a prospectus supplement dated November 18, 2025 and the accompanying base prospectus dated August 16, 2024 (such documents, collectively, the “Prospectus”) that form part of the Company’s effective Registration Statement on Form S-3 (File No. 333-281323) (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the Shares.

As counsel for the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such agreements, instruments, documents, certificates and records as we have deemed relevant and necessary for the purposes of rendering this opinion and we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares. In our examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity with the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the agreements, instruments, documents, certificates and records that we have reviewed; and (iv) the legal capacity of all natural persons. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established or verified the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations. As used herein, the term “Delaware General Corporation Law, as amended” includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.

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Board of Directors

Ceva, Inc.

November 18, 2025

Page Two

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that following (i) issuance and delivery of the Shares pursuant to the terms of the Underwriting Agreement, dated November 18, 2025, by and among the Company and the underwriters listed in Schedule 1 thereto, and (ii) receipt by the Company of the consideration for the Shares specified in the resolutions of the Board of Directors and the Pricing Committee of the Board of Directors, the Shares will be validly issued, fully paid and non-assessable.

This opinion is furnished to you in connection with the filing by the Company of a Current Report on Form 8-K relating to the offer and sale of the Shares, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus, and may not be relied upon for any other purpose without our express written consent. No opinion may be implied or inferred beyond the opinion expressly stated. This opinion is given as of the date hereof, and we assume no obligation to advise you of any changes in applicable law or any facts or circumstances that come to our attention after the date hereof that may affect the opinion contained herein.

We hereby consent to the filing of this opinion as an exhibit to the above-described Current Report on Form 8-K and to the reference to our firm contained under the heading “Legal Matters” in the Prospectus. In giving this consent, we do not admit that we are in the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated by the Commission.

Very truly yours,
/s/ Morrison & Foerster LLP
Morrison & Foerster LLP