GCTS 8-K/A
GCT Semiconductor Holding, Inc. (GCTS)
8-K/A
2026-06-18
For: 2026-06-18
View Original
Added on
June 18, 2026
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): June 18, 2026
(Exact Name of Registrant as Specified in Its Charter)
(Commission File Number)
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(State or Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices, including zip code)
(408 ) 434-6040
(Registrant’s telephone number, including area code)
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(g) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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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. ☐
tem 8.01. Other Events.
GCT Semiconductor Holding, Inc. (the “Company”) is filing this Current Report on Form 8-K for the purpose of filing a copy of
the legal opinion, attached as Exhibit 5.1 hereto, as to the legality of shares of common stock of the Company issuable under the At Market Issuance Sales Agreement (the “Sales Agreement”) dated April 1, 2025, between the Company and sales agents
named therein, pursuant to a prospectus supplement filed on June 18, 2026, which supplements the registration statement on Form S-3 (File No. 333-286316) that was declared effective by the SEC on April 9, 2025.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the shares of
Common Stock discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
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Exhibit
Number
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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GCT SEMICONDUCTOR HOLDING, INC.
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June 18, 2026
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By:
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/s/ Edmond Cheng
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Name:
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Edmond Cheng
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Title:
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Chief Financial Officer
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Exhibit 5.1
June 18, 2026
GCT Semiconductor Holding, Inc.
2290 North 1st Street, Suite 201
San Jose, CA 95131
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Re:
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GCT Semiconductor Holding, Inc., Registration Statement on Form S-3 (File No. 333-286316)
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Ladies and Gentlemen:
We have acted as counsel for GCT Semiconductor Holding, Inc., a Delaware corporation (the “Company”), in connection with the offer and sale by the
Company of up to $120,000,000 aggregate offering price of shares (the “ATM Shares”) common stock, par value $0.0001 per share, of the Company (“Common Stock”) in an “at the market offering” as defined in Rule 415(a)(4) of the Act in accordance with
the At Market Issuance Sales Agreement, dated as of April 1, 2025 (the “Sales Agreement”), by and between the Company and B. Riley Securities, Inc. and H.C. Wainwright & Co., LLC.
In connection with this opinion letter, we have examined the Company’s registration statement on Form S-3 (File No. 333-286316) filed by the Company
with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on April 9, 2025, the prospectus supplement dated June 18, 2026 (the “Prospectus Supplement”),
and the accompanying base prospectus dated April 9, 2025 (the “Base Prospectus”), as well as originals, or copies certified or otherwise identified to our satisfaction, of the Second Amended and Restated Certificate of Incorporation, the Amended and
Restated Bylaws of the Company, the Purchase Agreement, and such other documents, records, and other instruments as we have deemed appropriate for purposes of the opinions set forth herein.
We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as
originals, the conformity with the originals of all documents submitted to us as certified, facsimile, or photostatic copies, and the authenticity of the originals of all documents submitted to us as copies. We have also assumed that each specific
sale of ATM Shares will be duly authorized by the Board of Directors of the Company, a duly authorized committee thereof or a person or body pursuant to an authorization granted in accordance with Section 152 of the General Corporation Law of the
State of Delaware and that the price at which the ATM Shares are sold will equal or exceed the par value of the Common Stock. We express no opinion to the extent that future issuances of securities of the Company and/or anti-dilution and other
adjustments, if any, to outstanding securities of the Company cause the number of shares of Common Stock then outstanding or issuable upon conversion or exercise of outstanding securities of the Company to exceed the number of ATM Shares then
issuable under the Sales Agreement.
Based upon the foregoing and subject to the limitations and qualifications described
below, we are of the opinion that the ATM Shares, when issued by the Company and delivered by the Company against payment therefor as contemplated by the Sales Agreement and a Placement Notice (as defined in the Sales Agreement), will be duly and
validly issued, fully paid and non-assessable.
The opinions set forth above are subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization,
moratorium or other similar laws relating to or affecting enforcement of creditors’ rights or remedies generally, (ii) general principles of equity (whether such principles are considered in a proceeding at law or equity), including the discretion of
the court before which any proceeding may be brought, concepts of good faith, reasonableness and fair dealing and standards of materiality, and (iii) limitations on enforceability to the extent that acceleration of indebtedness under any debt
security may impair collectability of that portion, if any, of the principal amount thereof that might be determined to be unearned interest thereon.
The foregoing opinions are limited to the General Corporation Law of the State of Delaware, the laws of the State of New York and the federal laws of
the United States of America and we express no opinion with respect to the laws of any other state or jurisdiction. Although the ATM Shares may be issued from time to time on a delayed or continuous basis, the opinions expressed herein are limited to
the laws, including rules and regulations, as in effect on the date hereof.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Company’s Annual Report on Form 10-K, which is incorporated by reference into the
Registration Statement, and to the reference to us under the caption “Legal Matters” in the Prospectus Supplement and the Base Prospectus. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent
is required under Section 7 of the Securities Act or the rules or regulations of the Commission thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP