Gct Semiconductor Holding, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share GCTS NYSE Warrants, eac
• $11.50 — sable for one share of Common Stock for $11.50 per share GCTS.WS NYSE Indicate b
• $20,000,000 — an aggregate principal amount of up to $20,000,000. Under the Purchase Agreement, the Pur
• $1,000,000 — , the Purchaser will provide an initial $1,000,000 advance, with additional advances of up

Filing Documents

• form8k.htm (8-K) — 40KB
• exhibit4-1.htm (EX-4.1) — 108KB
• exhibit5-1.htm (EX-5.1) — 10KB
• exhibit10-1.htm (EX-10.1) — 196KB
• morganlewis_logo.jpg (GRAPHIC) — 4KB
• 0000929638-25-004601.txt ( ) — 593KB
• gcts-20251215.xsd (EX-101.SCH) — 4KB
• gcts-20251215_def.xml (EX-101.DEF) — 17KB
• gcts-20251215_lab.xml (EX-101.LAB) — 26KB
• gcts-20251215_pre.xml (EX-101.PRE) — 19KB
• form8k_htm.xml (XML) — 6KB

01

Item 1.01. Entry into a Material Definitive Agreement. On December 15, 2025, GCT Semiconductor Holding, Inc. (the "Company") entered into a Convertible Promissory Note Purchase Agreement (the "Purchase Agreement") with Indigo Capital LP (the "Purchaser"), pursuant to which the Company may issue and sell to the Purchaser convertible promissory notes (the "Convertible Notes") in an aggregate principal amount of up to $20,000,000. Under the Purchase Agreement, the Purchaser will provide an initial $1,000,000 advance, with additional advances of up to $1,000,000 each available at the Company's request, subject to specified conditions. The Convertible Notes will be issued at a 7% original issue discount, will mature 24 months after issuance, and will not bear interest. The Convertible Notes are convertible into shares of the Company's common stock at a price equal to 90% of the average volume weighted average price of the three trading days prior to conversion, subject to customary beneficial ownership and stock exchange limitations. The Convertible Notes, together with the shares of common stock issuable upon conversion thereof, are registered for issuance and resale under the Company's Registration Statement on Form S-3 (File No. 333-286316). The Company may redeem all or a portion of the Convertible Notes after 12 months from issuance, subject to applicable redemption premiums. The Company is also required to maintain an effective registration statement covering the resale of the shares issuable upon conversion of the Convertible Notes and to reserve sufficient shares for such conversions. Under the Purchase Agreement, the Company has full control over the timing and amount of capital it wishes to raise by selling convertible notes to the Purchaser. Once this debt facility is put in place, the Company has no obligation to sell any notes, and will only issue a put request to sell notes at the right time after considering relevant factors, including at a time when

03

Item 2.03. Creation of a Direct Financial Obligation. The information set forth under Item 1.01 of this Current Report on Form 8-K relating to the issuance of the Convertible Notes and the Company's obligations thereunder is incorporated herein by reference. The Company incurred the obligations under the Convertible Notes upon execution of the Purchase Agreement on December 15, 2025. Cautionary Note Regarding Forward-Looking Statements the Private Securities Litigation Reform Act of 1995 and are based on management's current expectations and assumptions and are subject to risks and uncertainties. Any statements that are not historical or current facts are forward-looking "anticipate," "indicate," "trend," "position," "optimistic," "will," "forecast," "continue," "strategy," "estimate," "project," "may," "should," "would," "intend," or the negative of these terms or other comparable terminology. Forward-looking 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

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Index Exhibit No. Description 4.1 Form of Convertible Promissory Notes issued to Indigo Capital LP. 5.1 Opinion of Morgan, Lewis & Bockius LLP 10.1 Convertible Promissory Note Purchase Agreement, dated as of December 15, 2025, by and between GCT Semiconductor Holding, Inc. and Indigo Capital LP. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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. GCT SEMICONDUCTOR HOLDING, INC. December 15, 2025 By: /s/ Edmond Cheng Name: Edmond Cheng Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR