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
GCT Semiconductor Holding, Inc.
(Exact Name of Registrant as Specified in Its Charter)
001-41013
(Commission File Number)
| Delaware | 86-2171699 |
| (State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) |
2290 North 1st Street, Suite 201
San Jose, CA 95131
(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:
| ☐ | 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(g) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | GCTS | NYSE | ||
| Warrants, each whole warrant exercisable for one share of Common Stock for $11.50 per share | GCTS.WS | NYSE |
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
| Exhibit Number | | Description |
| 5.1 | ||
| 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. |
| | | |
| June 18, 2026 | By: | /s/ Edmond Cheng |
| | Name: | Edmond Cheng |
| | Title: | Chief Financial Officer |