GCTS 8-K
GCT Semiconductor Holding, Inc. (GCTS)
8-K
2025-06-06
For: 2025-06-06
View Original
Added on
April 05, 2026
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): June 6, 2025
(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. ☐
Item 8.01. Other Events.
GCT Semiconductor Holding, Inc. (the “Company”) currently intends to hold its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) on
September 18, 2025. The record date for the 2025 Annual Meeting is July 25, 2025. The Company, however, reserves the right to change the meeting date and/or record date. The 2025 Annual Meeting will be held virtually online by means of remote
communication. Additional details regarding the exact time and matters to be voted upon at the 2025 Annual Meeting will be set forth in the Company’s definitive proxy statement for the 2025 Annual Meeting to be filed with the Securities and
Exchange Commission.
Because the Company did not hold an annual meeting in 2024, and therefore did not provide a deadline for stockholders’ proposals for consideration at
the 2025 Annual Meeting, the Company is filing this Current Report on Form 8-K to provide the due date for the submission of any qualified stockholder proposals.
Stockholders of the Company who wish to have a proposal considered for inclusion in the Company’s proxy materials for the 2025 Annual Meeting pursuant
to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, must ensure that such proposal is delivered to or mailed to and received by the Company’s Secretary at 2290 North 1st Street, Suite 201 San Jose, CA 95131 no later than July 11,
2025, which the Company has determined to be a reasonable time before it expects to begin to print and distribute its proxy materials. Such proposals must comply with all applicable procedures and requirements of Rule 14a-8.
If a stockholder does not submit a proposal for inclusion in the Company’s proxy statement in accordance with Rule 14a-8 but does wish to propose an
item of business at the 2025 Annual Meeting, then the stockholder must make sure that such proposal and the related notice comply with all applicable statutes and rules and the Company’s Amended and Restated Bylaws and are received by the
Company’s Secretary at 2290 North 1st Street, Suite 201 San Jose, CA 95131 no later than the close of business on June 16, 2025. Any stockholder proposal received after this deadline will be considered untimely and will not be considered at the
2025 Annual Meeting.
In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than nominees
approved by the Board must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.
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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Date: June 6, 2025
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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 99.1
GCT Semiconductor Holding, Inc. Provides Business Update and Reports First Quarter 2025 Financial Results
5G chipset sampling to customers scheduled to begin at the end of May, following completion of fab, wafer processing and
delivery of finalized 5G chipsets to GCT facility
SAN JOSE, CA – May 14, 2025 – GCT Semiconductor Holding, Inc. (“GCT” or the “Company”) (NYSE: GCTS), a leading designer and supplier of advanced 5G and 4G semiconductor solutions, today provided an update on business developments and reported financial results for the first quarter ended March 31, 2025.
“2025GCT – Year of 5G” Program Update and other Highlights
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5G chipset sampling expected to be commencing at the end of May 2025:
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Finalized 5G chipsets are now being evaluated at GCT’s facility following successful acceleration and completion of production milestones through early May
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Signed a letter of intent with Orbic North America to jointly develop and supply a mobile hotspot and FWA gateway utilizing a Verizon-certified 5G module based on GCT's new 5G
chipset
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Announcing upcoming attendance of the B. Riley Securities 25th Annual Investor Conference on May 21-22 at the Ritz-Carlton, Marina Del Rey (Los Angeles)
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“We are thrilled to have our finalized 5G chipsets in hand, as our upcoming customer sampling will act as a binary catalyst
for our company and our shareholders,” said John Schlaefer, Chief Executive Officer of GCT. “I’m pleased to say that our “2025GCT – Year of 5G” initiative is starting
to yield positive results, as we’ve successfully accelerated the wafer fabrication and assembly processes, while further strengthening customer engagement.”
“We are now entering the next phase of our 5G transition. As we focus on sampling and launching our 5G chipsets, we have
fully aligned our internal resources with this strategic priority. We expect this shift to begin positively impacting both our revenue and gross margin in the second half of the year, as 5G product shipments increase with an average selling price
of approximately four times that of our 4G offering,” said Edmond Cheng, Chief Financial Officer of GCT. “In the meantime, as we advance toward securing external financing, our recently filed shelf
registration—providing up to $200 million in capacity, including a $75 million at-the-market (ATM) facility—significantly enhances the Company’s financial flexibility and expands our available funding options.”
First Quarter 2025 Financial Results
Results compare the 2025 fiscal first quarter ended March 31, 2025 to the 2024 fiscal first quarter ended March 31, 2024.
Fiscal first quarter 2024 results included a one-time gain on extinguishment of liability of $14.6 million, which impacted total operating expenses and net income.
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Net revenues were $0.5 million, an 84.8% decrease from $3.3 million.
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Gross margin was 17.7%, a 42.1 percentage point decrease from 59.8%.
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Total operating expenses (income) were $7.8 million, a 248.2% increase from $(5.3) million, primarily due to the one-time gain on extinguishment
of liability of $14.6 million in the first quarter of 2024. Excluding the one-time gain, total operating expenses would have decreased by $1.5 million or 16.3%.
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Net income (loss) was $(7.0) million, a 1020.5% decrease from $0.8 million, primarily due to the one-time gain on extinguishment of liability of $14.6 million in the first quarter
of 2024.
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Liquidity
The Company’s existing sources of liquidity as of March 31, 2025, include cash and cash equivalents of $1.0 million, net
accounts receivable of $4.5 million, and inventory of $3.1 million.
5G Outlook
The Company expects the sampling of its 5G chipsets to commence at the end of May 2025 and volume shipments to increase
through the third and fourth fiscal quarters of 2025.
Conference Call
The Company will hold a conference call and live webcast today at 4:30 p.m. ET or 1:30 p.m. PST, which will be open to the
public. During the conference call, the Company will discuss business updates and review the financial results, followed by a Q&A period.
Date: Wednesday, May 14, 2025
Time: 4:30 p.m. Eastern time (1:30 p.m. Pacific time)
Dial-in information: Please register in advance of
the call here.
Webcast (listen-only): To listen to the webcast
use the following LINK.
A replay of the webcast will be available via the
Investors section of the GCT website at investors.gctsemi.com.
Upcoming Conference Schedule
GCT's management team is scheduled to attend the B. Riley Securities 25th Annual Investor Conference on May 21-22 at the
Ritz-Carlton, Marina Del Rey (Los Angeles).
For additional information or to schedule a
one-on-one meeting, please contact your B.Riley representative or email GCT's investor relations contact at [email protected].
About GCT Semiconductor Holding, Inc.
GCT is a leading fabless designer and supplier of
advanced 5G and 4G LTE semiconductor solutions. GCT’s market-proven solutions have enabled fast and reliable 4G LTE connectivity to numerous commercial devices such as CPEs, mobile hotspots, routers, M2M applications, smartphones, etc., for the
world’s top wireless carriers. GCT’s system-on-chip solutions integrate radio frequency, baseband modem and digital signal processing functions, therefore offering complete 4G and 5G platform solutions with small form factors, low power
consumption, high performance, high reliability, and cost-effectiveness. For more information, visit www.gctsemi.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1955. These forward-looking statements include, without limitation, the Company’s expectations with respect to its business operations; the expected timeline to commence shipment of 5G chipsets; the
anticipated growth of 5G markets and opportunities; the benefits of development agreements with partners; the ability for the Company to improve financial performance; the ability of the Company to raise sufficient capital to fund its operations;
the ability of the Company’s technology and products to address new markets and meet customer demands; the execution of go-to-market strategies; and the anticipated size of addressable markets by the Company’s products. Words such as “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions are intended to identify such
forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertainties
that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company's control and are difficult to predict. Factors that may cause actual future events to differ materially from the
expected results, include, but are not limited to: the ability of the Company to develop its 5G products and generate revenue; the ability to enter into and meet the obligations under partnership and collaboration agreements; the ability of the
Company to grow and manage growth profitability and retain its key employees; the Company's financial and business performance, including the Company's financial projections and business metrics; changes in the Company's strategy, future
operations, financial position, estimated revenues and losses, forecasts, projected costs, prospects and plans; the Company's inability to anticipate the future market demands and future needs of its customers; the impact of component shortages,
suppliers' lack of production capacity, natural disasters or pandemics on the Company's sourcing operations and supply chain; the Company's future capital requirements and sources and uses of cash; the ability to implement business plans,
forecasts, and other expectations, including the growth of the 5G market; the risk that the Company may not be able to repay its debt; the risk of economic downturns that affects the Company's business operation and financial performance; the risk
that the Company may not be able to develop and design its products acceptable to its customers; actual or potential conflicts of interest of the Company's management with its public stockholders; macroeconomic conditions, including market
conditions, global and economic conditions, labor disputes, inflationary impacts, and disruptions to the global supply chain; the imposition of duties and tariffs and other trade barriers and retaliatory countermeasures implemented by the U.S. and
other governments; and other risks and uncertainties indicated from time to time in Company’s filings with the SEC, including the Annual Report on Form 10-K, and quarterly reports on Form 10-Q, and those disclosures under the "Risk Factors" section
therein. The foregoing list of factors is not exhaustive. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and
does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Contacts:
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Investor relations website: investors.gctsemi.com
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Investor relations contact: Gateway Group, Ralf Esper, [email protected]
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Media contact: Sophie Heerinckx, [email protected]
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GCT Semiconductor Holding, Inc.
Consolidated Balance Sheets
(unaudited, in thousands, except per share amounts)
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March 31, 2025
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December 31, 2024
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Assets
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Current assets:
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Cash and cash equivalents
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$
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1,039
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$
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1,435
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Accounts receivable, net
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4,541
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5,740
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Inventory
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3,124
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2,977
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Contract assets
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5,499
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5,107
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Prepaid expenses and other current assets
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1,211
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2,332
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Total current assets
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15,414
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17,591
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Property and equipment, net
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851
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869
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Operating lease right-of-use assets
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680
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849
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Intangibles, net
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32
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65
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Other assets
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499
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523
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Total assets
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$
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17,476
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$
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19,897
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Liabilities and Stockholders’ Deficit
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Current liabilities:
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Accounts payable
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$
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1,438
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$
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1,031
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Contract liabilities
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36
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48
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Accrued and other current liabilities
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19,168
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21,205
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Common stock forward liability
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20
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315
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Borrowings
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45,216
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37,626
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Convertible promissory notes, current
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4,966
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—
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Operating lease liabilities, current
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583
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697
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Total current liabilities
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71,427
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60,922
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Convertible promissory notes, net of current
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—
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4,947
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Net defined benefit liabilities
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7,300
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7,055
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Long-term operating lease liabilities
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120
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177
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Income taxes payable
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2,074
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2,076
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Warrant liabilities
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2,101
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3,750
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Other liabilities
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80
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285
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Total liabilities
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83,102
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79,212
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Commitments and contingencies
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Stockholders’ deficit:
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Common stock
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5
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5
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Additional paid-in capital
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501,903
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501,195
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Accumulated other comprehensive income
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1,467
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1,518
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Accumulated deficit
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(569,001
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(562,033
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Total stockholders’ deficit
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(65,626
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(59,315
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Total liabilities and stockholders’ deficit
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$
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17,476
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$
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19,897
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GCT Semiconductor Holding, Inc.
Consolidated Statements of Operations
(unaudited, in thousands, except per share amounts)
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Three Months Ended
March 31, |
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2025
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2024
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Net revenues:
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Product
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$
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91
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$
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2,378
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Service
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405
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887
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Total net revenues
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496
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3,265
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Cost of net revenues:
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Product
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207
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654
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Service
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201
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658
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Total cost of net revenues
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408
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1,312
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Gross profit
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88
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1,953
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Operating expenses:
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Research and development
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4,096
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5,521
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Sales and marketing
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1,118
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996
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General and administrative
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2,614
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2,836
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Gain on extinguishment of liability
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—
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(14,636
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Total operating expenses
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7,828
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(5,283
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Income (loss) from operations
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(7,740
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7,236
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Interest expense
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(1,070
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(2,082
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Gain on foreign currency transactions, net
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21
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1,472
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Change in fair value of common stock forward liability
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295
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—
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Change in fair value of common stock warrant liabilities
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1,649
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(4,626
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Change in fair value of convertible promissory notes
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(19
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(1,203
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Other income, net
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1
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19
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Income (loss) before provision for income taxes
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(6,863
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816
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Provision for income taxes
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105
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59
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Net income (loss)
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$
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(6,968
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)
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$
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757
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Net income (loss) per common share:
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Basic and diluted
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$
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(0.15
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)
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$
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0.03
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Weighted average common shares outstanding:
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Basic
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47,606
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25,468
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Diluted
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47,606
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26,257
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