GCT Semiconductor Holding, Inc.
For the period ended Jun 30, 2025. Filed Aug 12, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 12, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-14.
0000950170-25-071424
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-12.
0001851961-25-000010
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 132 previous paragraphs and 137 current paragraphs.
78 unchanged; 31 reworded; 27 added; 19 removed; 4 previous and 1 current paragraphs rearranged.
Tables are not compared: 2 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (27)
Current report
Net revenues decreased by $0.3 million, or 19%, from $1.5 million for the three months ended June 30, 2024 to $1.2 million for the three months ended June 30, 2025. The reduction was attributable to a decrease of $0.7 million in service revenue, partially offset by an increase of $0.4 million in product sales.
Current report
Our product sales were nominal during the three months ended June 30, 2024 due to our largest customers changing their priorities on product development from 4G to 5G products. Our product sales during the three months ended June 30, 2025 of $0.4 million were attributed primarily to sales of single-chip 4G products.
Current report
Service revenues decreased by $0.7 million, or 47%, from $1.5 million for the three months ended June 30, 2024 to $0.8 million for the three months ended June 30, 2025. The decrease was attributed to the substantial completion of a significant service project in the second quarter of 2024, which then did not contribute materially in subsequent quarters. Our service project portfolio during the second quarter of 2025 was less extensive, contributing to the decrease in activity levels.
Current report
Cost of net revenues increased by $0.3 million, or 47%, from $0.5 million for the three months ended June 30, 2024 to $0.8 million for the three months ended June 30, 2025. This increase in the cost of net revenues was driven by product sales activity, partially offset by the reduced costs associated with service projects.
Current report
Our gross margin decreased to 32% for the three months ended June 30, 2025 from 63% for the three months ended June 30, 2024. Our current gross margins are still distorted by the reduction in product revenue, which is currently not sufficient to absorb overhead costs. This makes our current gross margins less indicative of the underlying profitability of our products and services. We expect operational efficiencies to improve as revenues increase, which will begin when 5G product sales start contributing to our overall revenue in the second half of 2025.
Current report
Research and development expenses decreased by $0.7 million, or 16%, from $4.2 million for the three months ended June 30, 2024 to $3.5 million for the three months ended June 30, 2025. This decrease was primarily due to a $0.9 million reduction in professional services provided by Alpha related to the design of 5G chip products, partially offset by a $0.3 million increase in the personnel-related costs.
Current report
Sales and marketing expenses remained consistent at $1.0 million for each of the three months ended June 30, 2025 and 2024, respectively.
Current report
General and administrative expenses increased by $0.6 million, or 20%, from $2.9 million for the three months ended June 30, 2024 to $3.4 million for the three months ended June 30, 2025. Changes in our expected credit loss estimates for receivables resulted in a $0.8 million gain in the second quarter of 2024, compared to a $1.1 million loss in the second quarter of 2025, representing a $1.9 million net increase. This increase was partially offset by a $1.2 million decrease in professional services and other costs in the second quarter of 2025 compared to the second quarter of 2024, driven by lower transactional activity during this period.
Current report
Interest expense increased by $0.8 million or 102%, from $0.8 million for the three months ended June 30, 2024 to $1.5 million for the three months ended June 30, 2025. This increase was primarily due to interest and penalties we incurred on outstanding term loan balances.
Current report
Gain (loss) on foreign currency transactions, net
Current report
Foreign currency transactions resulted in a loss of $3.2 million for the three months ended June 30, 2025 and a gain of $0.8 million for the three months ended June 30, 2024. The primary factor behind these fluctuations is our term loans portfolio, which is largely denominated in the South Korean won. The loss in the second quarter of fiscal 2025 was driven by the depreciation of the U.S. dollar against the South Korean won, while the gain in the second quarter of fiscal 2024 was attributable to the appreciation of the U.S. dollar against the South Korean won.
Current report
There was no change in fair value of common stock forward liability for the three months ended June 30, 2025 since the balance was nominal based on our expectations related to the utilization of the available commitment under the common stock purchase agreement with B. Riley. The increase in fair value of common stock forward liability of $0.6 million for the three months ended June 30, 2024 was due the initial recognition of this financial instrument.
Current report
For the Six Months Ended June 30, 2025 and 2024
Current report
Product sales decreased by $1.9 million, or 79%, from $2.4 million for the six months ended June 30, 2024 to $0.5 million for the six months ended June 30, 2025. The sales of our LTE platforms contributed $2.3 million to our product sales in the first half of 2024, and there were no LTE platform sales during the first half of 2025. This trend was partially offset by our sales of 4G products, which increased by $0.4 million during the first half of 2025.
Current report
Service revenues decreased by $1.2 million, or 50%, from $2.3 million for the six months ended June 30, 2024 to $1.2 million for the six months ended June 30, 2025. The decrease was attributed to the substantial completion of a significant service project during the six months ended June 30, 2024, which then did not contribute materially in subsequent quarters. Our service project portfolio during the six months ended June 30, 2025 was less extensive, contributing to the decrease in activity levels.
Current report
Our gross margin decreased to 28% for the six months ended June 30, 2025 from 61% for the six months ended June 30, 2024. Our current gross margins are distorted by the reduction in product revenue, which is currently not sufficient to fully absorb overhead costs. This makes our current gross margins less indicative of the underlying profitability of our products and services. We expect operational efficiencies to improve as revenues increase, which will begin when 5G product sales start contributing to our overall revenue in the second half of 2025.
Current report
Sales and marketing expenses remained consistent at $2.1 million and $2.0 million for the six months ended June 30, 2025 and 2024, respectively.
Current report
General and administrative expenses increased by $0.4 million, or 6%, from $5.7 million for the six months ended June 30, 2024 to $6.0 million for the six months ended June 30, 2025. Changes in our expected credit loss estimates for receivables resulted in a $0.5 million gain in the six months ended June 30, 2024, compared to a $1.4 million loss in the six months ended June 30, 2025, representing a $1.9 million net increase. This variance was partially offset by a $1.2 million decrease in professional services and other costs in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, driven by lower transactional activity during this period, and $0.6 million decrease in stock-based compensation, recognized during the six months ended June 30, 2024 from the vesting of equity awards with performance conditions.
Current report
Gain (loss) on foreign currency transactions, net
Current report
Foreign currency transactions resulted in a loss of $3.2 million for the six months ended June 30, 2025 and a gain of $2.3 million for the six months ended June 30, 2024. The primary factor behind these fluctuations is our term loans portfolio, which is largely denominated in the South Korean won. The loss in the six months ended June 30, 2025 was primarily driven by the depreciation of the U.S. dollar against the South Korean won, while the gain in the six months ended June 30, 2024 was attributable to the appreciation of the U.S. dollar against the South Korean won.
Current report
The change in fair value of common stock forward liability resulted in a gain of $0.3 million for the six months ended June 30, 2025 and a loss of $0.6 million for the six months ended June 30, 2024. The decrease in the fair value of $0.3 million for the six months ended June 30, 2025 was based on our expectations related to the utilization of the available commitment under the common stock purchase agreement with B. Riley. The increase in fair value of common stock forward liability of $0.6 million for the six months ended June 30, 2024 was due the initial recognition of this financial instrument.
Current report
Gains from changes in fair value of common stock warrant liabilities were $0.6 million and $2.0 million for the six months ended June 30, 2025 and 2024, respectively, in each case driven by changes in the fair value of our common stock during the respective periods.
Current report
In May 2025, we entered into securities purchase agreements with certain institutional investors to execute a registered direct offering (“RDO”), pursuant to which we sold an aggregate of 7,006,370 shares of our common stock and warrants to purchase up to 10,509,555 shares of common stock at a combined purchase price of $1.57 per share and warrant, for aggregate gross proceeds of approximately $11.0 million. The warrants have an exercise price of $1.71 per share and will be exercisable six months from issuance, and will expire five years following such initial date of exercise. The RDO closed on May 16, 2025 and we received net proceeds of $9.9 million in cash.
Current report
In November and December 2024, we entered into term loan agreements with Dr. Kyeongho Lee, the chairman of our board of directors, pursuant to which we borrowed $2.9 million and $2.1 million, maturing in December 2024 and January 2025, respectively, which remain outstanding as of June 30, 2025. We incur a penalty of 3% of principal per month on loans from Kyeongho Lee that are past maturity date, calculated daily until principal and accrued interest has been paid.
Current report
Overview of Cash Flows
Current report
During the six months ended June 30, 2025 and 2024, we funded our operations primarily through financing activities. This included the proceeds received from the reverse recapitalization and concurrent PIPE financing completed in March 2024, as well as through issuance of convertible promissory notes and term loans. We remain dependent on cash inflows from financing activities to fund our operating expenses. The repayment of the outstanding borrowings portfolio will require a combination of cash generated from future operations, additional financing activities, and renegotiation of maturity dates. We are continuously evaluating our capital structure and cash flow projections as we work towards meeting our debt obligations and other liabilities.
Current report
Cash provided by financing activities of $16.1 million during the six months ended June 30, 2025, consisted of $11.0 million gross proceeds received from the issuance of common stock in a registered direct offering, $7.5 million in proceeds from borrowings, and $0.5 million in proceeds from the issuance of common stock under the at-market agreement, partially offset by a $2.2 million repayment of our bank borrowings and a $0.8 million payment of common stock issuance costs.
Removed paragraphs (19)
Previous report
Net Revenues
Previous report
Cost of Net Revenues
Previous report
Research and Development Expenses
Previous report
Sales and Marketing Expenses
Previous report
General and Administrative Expenses
Previous report
Interest Expense
Previous report
Net Revenues
Previous report
Product sales decreased by $2.3 million, or 96%, from $2.4 million for the three months ended March 31, 2024 to $0.1 million for the three months ended March 31, 2025. The decrease was due to no platform shipments in the first fiscal quarter of 2025 as compared to two platform shipments in the first fiscal quarter of 2024 and continued softness in 4G product revenue as our customers continue their transition to 5G.
Previous report
Service revenues decreased by $0.5 million, or 54%, from $0.9 million for the three months ended March 31, 2024 to $0.4 million for the three months ended March 31, 2025. This decrease was mainly due to i) a significant service project that was ongoing in the first fiscal quarter of 2024 and was substantially concluded prior to the first quarter of 2025, without the sufficient addition of new service contracts to offset this reduction and ii) some schedule delays that caused revenue recognition to be pushed into subsequent quarters.
Previous report
Cost of Net Revenues
Previous report
Our gross margin decreased to 18%for thethree months ended March 31, 2025 from 60% forthe three months ended March 31, 2024. Our current gross margin is distorted by the reduction in revenue, making it less indicative of the underlying profitability of our products and services. We are actively exploring measures to improve operational efficiencies and restore product sales and service projects volumes.
Previous report
Research and Development Expenses
Previous report
Sales and Marketing Expenses
Previous report
Sales and marketing expenses increased by $0.1 million, or 12%, from $1.0 million for the three months ended March 31, 2024 to $1.1 million for the three months ended March 31, 2025. This increase was primarily due to personnel-related and other costs.
Previous report
General and Administrative Expenses
Previous report
General and administrative expenses decreased by $0.2 million, or 8%, from $2.8 million for the three months ended March 31, 2024 to $2.6 million for the three months ended March 31, 2025. This decrease was primarily due to a $0.7 million reduction in stock-based compensation related to vesting of performance-based founder shares in the first fiscal quarter of 2024, partially offset by a $0.3 million increase in business liability insurance premiums and $0.2 million increase in personnel-related costs driven by the higher operating costs associated with being a public company.
Previous report
Interest Expense
Previous report
The change in fair value of common stock forward liability resulted in a gain of $0.3 million for the three months ended March 31, 2025. There was no gain or loss related to the change in fair value of common stock forward liability for the three months ended March 31, 2024. The gain was due to changes in valuation assumptions related to the common stock forward liability during the first fiscal quarter of 2025.
Previous report
Gain on foreign currency transactions decreased by $1.5 million, or 99%, from $1.5 million for the three months ended March 31, 2024 to less than $0.1 million for the three months ended March 31, 2025. The amount recognized during the first fiscal quarter of 2024 was driven by the appreciation of the U.S. dollar against the South Korean won.
Reworded paragraphs (31)
Previous wording
This discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2025 and related notes appearing elsewhere in this Quarterly Report and our audited consolidated financial statements as of and for the years ended December 31, 2024 and 2023 and related notes included in our Form 10‑K filing with the Securities and Exchange Commission (“SEC”) on March 25, 2025.
Current wording
This discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2025 and related notes appearing elsewhere in this Quarterly Report and our audited consolidated financial statements as of and for the years ended December 31, 2024 and 2023 and related notes included in our Form 10‑K filing with the Securities and Exchange Commission (“SEC”) on March 25, 2025.
Previous wording
We are a fabless semiconductor company that specializes in the design, manufacturing and sale of communication semiconductors, including high-speed wireless communication technologies such as 5G/4.75G/4.5G/4G transceivers (“RF”) and modems, which are essential for a wide variety of industrial, B2B and consumer applications. We have successfully developed and supplied communication semiconductor chipsets and modules to leading wireless operators worldwide, as well as to original design manufacturers (“ODMs”) and original equipment manufacturers (“OEMs”) for portable wireless routers (e.g., Mobile Router (“MiFi”)), indoor and outdoor fixed wireless routers (e.g., customer premise equipment (“CPE”)), industrial machine-to-machine (“M2M”) applications and smartphones.
Current wording
We are a fabless semiconductor company that specializes in the design, manufacturing and sale of communication semiconductors, including high-speed wireless communication technologies such as 5G/4.75G/4.5G/4G transceivers (“RF”) and modems, which are essential for a wide variety of industrial, business-to-business (“B2B”) and consumer applications. We have successfully developed and supplied communication semiconductor chipsets and modules to leading wireless operators worldwide, as well as to original design manufacturers (“ODMs”) and original equipment manufacturers (“OEMs”) for portable wireless routers (e.g., Mobile Router (“MiFi”)), indoor and outdoor fixed wireless routers (e.g., customer premise equipment (“CPE”)), industrial machine-to-machine (“M2M”) applications and smartphones.
Previous wording
Even as more and more applications are deployed on 5G networks, we nonetheless anticipate continued demand for our existing 4G LTE product lineup (4.75G/4.5G/4G, etc.) for the foreseeable future, because 4G products are expected to coexist in the market with 5G products at lower price points for some time in the same way that 3rd generation (“3G”) products coexisted with 4G products when 4G networks were first deployed. We expect the introduction of our 5G products in the second quarter of 2025. Also, we expect the average sales prices for our 5G chipset to be approximately four times that of our 4G chipset, resulting in a significant increase in revenue and gross margins. We plan to continuously expand our product lineup to support 5G chipsets for future applications such as vehicle-to-everything standard (e.g., C-V2X), 5G-based satellite communication (e.g., Non-Terrestrial Network) and 5G-based IoT standard (e.g., RedCap). Our current chipset products are used in a wide variety of applications, including fixed wireless subscriber terminals (e.g., CPE), mobile wireless routers (e.g., Mobile Router/MiFi), various communication modules and devices, and industrial products.
Current wording
Even as more and more applications are deployed on 5G networks, we nonetheless anticipate continued demand for our existing 4G LTE product lineup (4.75G/4.5G/4G, etc.) for the foreseeable future, because 4G products are expected to coexist in the market with 5G products at lower price points for some time in the same way that 3rd generation (“3G”) products coexisted with 4G products when 4G networks were first deployed. Having delivered initial samples to our lead 5G customers in the second quarter of 2025, we anticipate the commercial launch of our 5G products in the second half of 2025. Also, we expect the average sales prices for our 5G chipset to be approximately four times that of our 4G chipset, resulting in a significant increase in revenue and gross margins. We plan to continuously expand our product lineup to support 5G chipsets for future applications such as vehicle-to-everything standard (e.g., C-V2X), 5G-based satellite communication (e.g., Non-Terrestrial Network) and 5G-based IoT standard (e.g., RedCap). Our current chipset products are used in a wide variety of applications, including fixed wireless subscriber terminals (e.g., CPE), mobile wireless routers (e.g., Mobile Router/MiFi), various communication modules and devices, and industrial products.
Previous wording
Our business depends upon the continued commercial deployment of 4G and 5G wireless communications equipment, products, and services based on GCT’s technology. Deployment of new networks by wireless carriers requires significant capital expenditures well in advance of any revenue from such networks. If the rate of deployment of new networks by wireless carriers is slower than our expectation, this will reduce the sales of its products and could cause OEMs and ODMs to hold excess inventory. This would harm our revenues and our financial results. The worldwide commercial deployment and adoption of the narrow band LTE variants, Cat M and Cat NB, are expected to expand further the markets for Internet of Things devices. If deployments of the Cat M or Cat NB standards are delayed or if competing standards for Internet of Things devices become favored by wireless carriers, we may not be able to successfully increase sales of our Cat M and Cat NB products, which would harm our revenues and financial results.
Current wording
Our business depends upon the continued commercial deployment of 4G and 5G wireless communications equipment, products, and services based on GCT’s technology. Deployment of new networks by wireless carriers requires significant capital expenditures well in advance of any revenue from such networks. If the rate of deployment of new networks by wireless carriers is slower than our expectation, this will reduce the sales of its products and could cause OEMs and ODMs to hold excess inventory. This would harm our revenues and our financial results. The worldwide commercial deployment and adoption of the narrow band LTE variants, Cat M and Cat NB, are expected to expand further the markets for IoT devices. If deployments of the Cat M or Cat NB standards are delayed or if competing standards for IoT devices become favored by wireless carriers, we may not be able to successfully increase sales of our Cat M and Cat NB products, which would harm our revenues and financial results.
Previous wording
accurate prediction of the growth of the Internet of Things markets and the timing of commercial availability of 4G and 5G networks;
Current wording
accurate prediction of the growth of the IoT markets and the timing of commercial availability of 4G and 5G networks;
Previous wording
Change in fair value of common stock warrant liabilities
Current wording
Common stock forward liability represents a freestanding common stock forward contract under the purchase agreement (“Purchase Agreement”) with B. Riley B. Riley Principal Capital II, LLC (“B. Riley”) executed in April 2024, which contains a variable share forward on our common stock. This freestanding instrument is precluded from equity classification since the Purchase Agreement with B. Riley requires shareholder approval for the issuance of shares in excess of the applicable ownership limitation caps, which is not an input in a fixed-for-fixed option or forward on equity shares. The fair value of this liability reflects the probability-adjusted present value of the discount to be provided to B. Riley for sales of our common stock under the Purchase Agreement, relative to the volume-weighted average price of our common stock during the applicable pricing period. Change in fair value of common stock forward liability includes measurement gains and losses driven by the change in the probability of scenarios to sell certain number of shares under the Purchase Agreement.
Previous wording
Product costs decreased by $0.4 million, or 68%, from $0.7 million for the three months ended March 31, 2024 to $0.2 million for the three months ended March 31, 2025. This decrease in product costs was primarily driven by a decrease in our direct costs as we sold fewer units.
Current wording
Product costs increased by $0.4 million, or 268%, from $0.2 million for the three months ended June 30, 2024 to $0.6 million for the three months ended June 30, 2025. This increase in product costs was primarily driven by direct costs associated with unit sales.
Previous wording
Service costs decreased by $0.5 million, or 69%, from $0.7 million for the three months ended March 31, 2024 to $0.2 million for the three months ended March 31, 2025. This decrease in service costs was driven primarily by the reduction in direct costs as we were engaged in service projects with a lower scope.
Current wording
Service costs decreased by $0.2 million, or 43%, from $0.4 million for the three months ended June 30, 2024 to $0.2 million for the three months ended June 30, 2025. This decrease in service costs was commensurate with the level of our service project activity.
Previous wording
The change in fair value of common stock warrant liabilities resulted in a gain of $1.6 million for the three months ended March 31, 2025 and a loss of $4.6 million for the three months ended March 31, 2024. The respective gain and loss were both driven by changes in the fair value of our common stock during each of the respective periods.
Current wording
The change in fair value of common stock warrant liabilities resulted in a loss of $1.0 million for the three months ended June 30, 2025 and a gain of $6.6 million for the three months ended June 30, 2024. The respective loss and gain were both driven by changes in the fair value of our common stock during the respective periods.
Previous wording
Net revenues decreased by $2.8 million, or 85%, from $3.3 million for the three months ended March 31, 2024 to $0.5 million for the three months ended March 31, 2025. The reduction was primarily attributable to a decrease of $2.3 million in product sales and a decrease of $0.5 million in service revenue.
Current wording
Net revenues decreased by $3.1 million, or 65%, from $4.7 million for the six months ended June 30, 2024 to $1.7 million for the six months ended June 30, 2025. The reduction was primarily attributable to a decrease of $1.9 million in product sales and a decrease of $1.2 million in service revenue.
Previous wording
Cost of net revenues decreased by $0.9 million, or 69%, from $1.3 million for the three months ended March 31, 2024 to $0.4 million for the three months ended March 31, 2025. This decrease in the cost of net revenues was driven primarily by the reduction in our product sales and involvement in service projects.
Current wording
Cost of net revenues decreased by $0.6 million, or 35%, from $1.9 million for the six months ended June 30, 2024 to $1.2 million for the six months ended June 30, 2025. This decrease in the cost of net revenues was driven primarily by the reduction in our service costs that was commensurate with the level of our service project activity.
Previous wording
Research and development expenses decreased by $1.4 million, or 26%, from $5.5 million for the three months ended March 31, 2024 to $4.1 million for the three months ended March 31, 2025. This decrease was primarily due to $1.3 million related to project-specific intellectual property expenses incurred during the first fiscal quarter of 2024.
Current wording
Research and development expenses decreased by $2.1 million, or 21%, from $9.7 million for the six months ended June 30, 2024 to $7.6 million for the six months ended June 30, 2025. This decrease was primarily due to a $1.4 million reduction in professional services provided by Alpha related to the design of 5G chip products and a $1.4 million reduction in the project-specific intellectual property expenses, partially offset by a $0.5 million increase in the personnel-related costs.
Previous wording
Gain on extinguishment of liability was $14.6 million for the three months ended March 31, 2024 due to the release by a vendor of amounts payable by us for research and development services received in prior years. No similar transactions took place during the year ended three months ended March 31, 2025.
Current wording
Gain on extinguishment of liability was $14.6 million for the six months ended June 30, 2024 due to the release by a vendor of amounts payable by us for research and development services received in prior years. No similar transactions took place during the year ended six months ended June 30, 2025.
Previous wording
Interest expense decreased by $1.0 million or 49%, from $2.1 million for the three months ended March 31, 2024 to $1.1 million for the three months ended March 31, 2025. This decrease was primarily due to the conversion of significant amounts of outstanding convertible notes and repayment of outstanding borrowings during 2024.
Current wording
Interest expense decreased by $0.2 million or 8%, from $2.8 million for the six months ended June 30, 2024 to $2.6 million for the six months ended June 30, 2025. This decrease was primarily due to the conversion of significant amounts of outstanding convertible notes and repayment of outstanding borrowings during 2024.
Previous wording
Loss from changes in fair value of convertible promissory notes was $1.2 million for the three months ended March 31, 2024 and less than $0.1 million for the three months ended March 31, 2025. These losses in each year were derived from the fair value measurement and related assumptions, specifically remeasurement of the convertible notes prior to their settlement in our common stock, which significantly increased the underlying liability during the three months ended March 31, 2024.
Current wording
Losses from changes in fair value of convertible promissory notes were less than $0.2 million and $1.2 million for the six months ended June 30, 2025 and 2024, respectively. These losses in each year were derived from the fair value measurement and related assumptions, specifically remeasurement of the convertible notes prior to their settlement in our common stock, which significantly increased the underlying liability during the six months ended June 30, 2024.
Previous wording
With limited exceptions, we have incurred and expect that we will continue to incur significant operating losses. For the three months ended March 31, 2025, we had a net loss of $7.0 million. For the three months ended March 31, 2025 and 2024, we had cash used in operating activities of $8.0 million and $14.4 million, respectively. As of March 31, 2025, we had an accumulated deficit of $569.0 million. Our unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary if we are unable to obtain adequate financing in the future.
Current wording
With limited exceptions, we have incurred and expect that we will continue to incur significant operating losses. For the six months ended June 30, 2025, we had a net loss of $20.5 million. For the six months ended June 30, 2025 and 2024, we had cash used in operating activities of $16.6 million and $24.1 million, respectively. As of June 30, 2025, we had an accumulated deficit of $582.5 million. Our unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary if we are unable to obtain adequate financing in the future.
Previous wording
In April 2024, we entered into a common stock purchase agreement (the “Purchase Agreement”) and a related registration rights agreement (the “Registration Rights Agreement”) with B. Riley Principal Capital II, LLC (“B. Riley”). Pursuant to the Purchase Agreement, we have the right but not the obligation, to sell, from time to time, to B. Riley up to $50.0 million in aggregate gross purchase price of shares of our common stock in our sole discretion, subject to certain conditions and limitations, during the term of 24 months. Through March 31, 2025, we sold an aggregate of 2,438,037 shares of our common stock for $9.9 million under the Purchase Agreement and received cash proceeds of $8.7 million and $1.0 million was withheld by B. Riley against the outstanding amounts payable. In addition, in April 2025 we sold 700 shares of our common stock under the Purchase Agreement and received cash proceeds of approximately $1,000.
Current wording
In April 2024, we entered into the Purchase Agreement and a related registration rights agreement (the “Registration Rights Agreement”) with B. Riley for an equity line of credit facility (“ELOC”). Pursuant to the ELOC, we have the right but not the obligation, to sell, from time to time, to B. Riley up to $50.0 million in aggregate gross purchase price of shares of our common stock in our sole discretion, subject to certain conditions and limitations, during the term of 24 months. Through June 30, 2025, we sold an aggregate of 2,438,737 shares of our common stock for $9.9 million under the ELOC and received cash proceeds of $8.7 million, of which $1.0 million was withheld by B. Riley against the outstanding amounts payable.
Previous wording
In April 2025, weexecuted an at-market issuance sales agreement (the “ATM Agreement”) with B. Riley Securities, Inc. and H.C. Wainwright & Co. LLC, acting as sales agents. The ATM Agreement allows us to sell our common stock for gross proceeds of up to $75.0 million from time to time, through at-the-market offerings or to the sales agents as principal purchasers (“ATM Offering”). The ATM Offering is being undertaken pursuant to Rule 415 and a universal shelf registration statement on Form S-3 which was declared effective by the SEC on April 9, 2025. From April 1, 2025 through May 9, 2025, we sold 103,106 shares of our common stock under the ATM Agreement for gross proceeds of approximately $0.2 million that were received in cash. An additional 50.0 million shares of common stock have been registered for sale in the ATM Offering, which may continue unless terminated sooner as provided for in the Sales Agreement with sales agents. As there is no commitment for future sales of additional shares under the ATM Agreement or the ATM Offering, we cannot predict how much, if any, additional proceeds may be realized.
Current wording
In April 2025, we executed an at-market issuance sales agreement (“ATM Agreement”) with B. Riley and H.C. Wainwright & Co., LLC, acting as sales agents. The ATM Agreement allows us to sell our common stock for gross proceeds of up to $75.0 million from time to time, through at-the-market offerings or to the sales agents as principal purchasers (“ATM Offering”). As there is no commitment for future sales of additional shares under the ATM Agreement or the ATM Offering, we cannot predict how much, if any, additional proceeds may be realized. During the three months ended June 30, 2025, we received net proceeds of approximately $0.5 million in cash related to the ATM Offering.
Previous wording
We remain dependent on additional fundraising in order to sustain our ongoing operations. In November and December 2024, we entered into term loan agreements with Kyeongho Lee, our related party, pursuant to which we borrowed $2.9 million and $2.1 million, maturing in December 2024 and January 2025, respectively. In December 2024, we entered into a term loan agreement with Anapass, Inc. pursuant to which we borrowed $3.4 million maturing in December 2025. In January 2025, we entered into a term loan agreement with Kyeongho Lee pursuant to which we borrowed $4.4 million maturing in February 2025, which remained outstanding as of March 31, 2025. In March 2025, we entered into a term loan agreement with Anapass, Inc., our related party, pursuant to which we borrowed $3.1 million maturing in March 2026.
Current wording
In December 2024, we entered into a term loan agreement with Anapass, Inc., our major stockholder, pursuant to which we borrowed $3.4 million maturing in December 2025. In January 2025, we entered into a term loan agreement with Dr. Lee, pursuant to which we borrowed $4.4 million maturing in February 2025, which remained outstanding as of June 30, 2025. In March 2025, we entered into a term loan agreement with Anapass, Inc., pursuant to which we borrowed $3.1 million maturing in March 2026. In July 2025, we entered into a term loan agreement with Anapass, Inc. and borrowed $2.2 million that will mature in July 2026. In August 2025, we entered into a term loan agreement with Anapass, Inc. and borrowed $1.5 million that will mature in August 2026.
Previous wording
During February 2025, we were able to renegotiate the timing of payments for some of the obligations, including loan agreements with i Best Investment Co., Ltd, that initially were due in the first fiscal quarter of 2025.
Current wording
During six months ended June 30, 2025, we were able to renegotiate the timing of payments for some of the obligations, including loan agreements with i Best Investment Co., Ltd and Dr. Lee, that initially were due in the first and second fiscal quarter of 2025, respectively.
Previous wording
While a portion of the cash proceeds received in connection with the Business Combination was expended to support our 5G activity and fund other operational expenses, we expect that further and significant ongoing operating expenditures will be necessary to successfully implement our business plan and market our products. With the start of manufacturing, shipments and commercialization of our first 5G chipset expected during the first half of 2025, we anticipate significant related expenditures in the form of production-related costs, including mask sets, wafers, and design service fees, and most such costs will be incurred prior to the commencement of manufacturing and production.
Current wording
We expect significant ongoing operating expenditures will be necessary to successfully implement our business plan and market our products. Having delivered initial samples to our lead 5G customers in the second quarter of 2025, we anticipate the commercial launch of our 5G products in the second half of 2025. We anticipate continued significant related expenditures in the form of production-related costs, including mask sets, wafers, and assembly and test costs, and most such costs will be incurred prior to the commencement of manufacturing and production.
Previous wording
As of March 31, 2025, our existing sources of liquidity include cash and cash equivalents of $1.0 million. As of March 31, 2025, we have outstanding convertible promissory notes and borrowings with a total principal amount of $50.2 million, which are entirely contractually due within 12 months from this reporting date. We will need to start generating positive cash flows, renegotiate our existing debt obligations and raise additional capital through debt or equity financing. There can be no assurance that such additional debt or equity financing will be available on terms acceptable to us or at all.
Current wording
As of June 30, 2025, our existing sources of liquidity include cash and cash equivalents of $1.3 million. As of June 30, 2025, we have outstanding convertible promissory notes and borrowings with a total principal amount of $51.7 million, which are contractually due within 12 months from this reporting date. We will need to start generating positive cash flows, renegotiate our existing debt obligations and raise additional capital through debt or equity financing. There can be no assurance that such additional debt or equity financing will be available on terms acceptable to us or at all.
Previous wording
We intend to mitigate the risk of any working capital deficit by continuing to seek and execute appropriate actions to secure funding as a publicly traded company, including extension and refinancing of existing loans, executing public or private equity offerings, debt financings, and other means. In addition, we recently filed a universal shelf registration statement on Form S-3 that will allow us to raise up to $200.0 million from the issuance of our securities, which includes the $75.0 million for the ATM Offering. We have historically been able to raise capital through the issuance and sale of equity and equity-linked instruments, such as redeemable convertible preferred stock, convertible promissory notes, and borrowings, although no assurance can be provided that we would continue to be successful in doing so in the future.
Current wording
We intend to mitigate the risk of any working capital deficit by continuing to seek and execute appropriate actions to secure funding as a publicly traded company, including extension and refinancing of existing loans, executing public or private equity offerings, debt financings, and other means. In addition, we recently filed a universal shelf registration statement on Form S-3 that will allow us to raise up to $200.0 million from the issuance of our securities, which includes the $75.0 million for the ATM Offering. Following the completion of the RDO, the Company has $114.0 million of remaining equity funding capacity available under its shelf registration statement. We have historically been able to raise capital through the issuance and sale of equity and equity-linked instruments, such as redeemable convertible preferred stock, convertible promissory notes, and borrowings, although no assurance can be provided that we would continue to be successful in doing so in the future.
Previous wording
We expect to use such additional liquidity and the cash and cash equivalents available to us after the Closing to finance the following activities:
Current wording
We expect to use additional liquidity and our available cash and cash equivalents to finance the following activities:
Previous wording
While we believe that we have a reasonable basis for our expectation and we will be available to raise additional funds, we cannot provide assurance that we will be able to complete additional financing in a timely manner. In addition, the sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and may include operating and financial covenants that would restrict our operations. We cannot be certain that any financing will be available in the amounts we need or on terms acceptable to us, if at all. Should we enter into definitive collaboration and/or joint venture agreements or engage in business combinations in the future, we may be required to seek additional financing.
Current wording
While we believe that we have a reasonable basis for our expectation and we will be able to raise additional funds, we cannot provide assurance that we will be able to complete additional financing in a timely manner. In addition, the sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and may include operating and financial covenants that would restrict our operations. We cannot be certain that any financing will be available in the amounts we need or on terms acceptable to us, if at all. Should we enter into definitive collaboration and/or joint venture agreements or engage in business combinations in the future, we may be required to seek additional financing.
Previous wording
Cash Flow Comparison for the Three Months Ended March 31, 2025 and 2024
Current wording
Cash Flow Comparison for the Six Months Ended June 30, 2025 and 2024
Previous wording
Cash used in operating activities of $8.0 million during the three months ended March 31, 2025 was primarily attributable to our net loss of $7.0 million, non-cash adjustments of $0.8 million, and a net change in our operating assets and liabilities of $0.2 million. Non-cash adjustments consisted primarily of a $1.6 million gain from the change in fair value of warrant liabilities and a $0.3 million gain from the change in fair value of common stock forward liability, partially offset by $0.5 million in stock-based compensation, a $0.3 million increase in provision for credit losses, $0.2 million in depreciation and amortization charges, and $0.2 million in amortization of operating lease right-of-use assets. The change in our operating assets and liabilities of $0.2 million primarily resulted from a decrease of $1.9 million in accrued and other current liabilities, an increase of $0.4 million in contract assets, a decrease of $0.2 million in other liabilities, a decrease of $0.2 million in lease liabilities, an increase of $0.1 million in inventory, and a decrease of $0.1 million in income tax payables, partially offset by a decrease of $1.1 million in prepaid expenses and other current assets, a decrease of $0.9 million in accounts receivable, an increase of $0.4 million in accounts payable, and an increase of $0.2 million in net defined benefit liabilities.
Current wording
Cash used in operating activities of $16.6 million during the six months ended June 30, 2025, was primarily attributable to our net loss of $20.5 million, non-cash adjustments of $2.3 million, and a net change in our operating assets and liabilities of $1.6 million. Non-cash adjustments consisted primarily of a $1.4 million increase in provision for credit losses, $1.0 million in stock-based compensation, $0.3 million in amortization of operating lease right-of-use assets, $0.3 million in depreciation and amortization charges, and a $0.2 million loss from the change in fair value of convertible promissory notes, partially offset by a $0.6 million gain from the change in fair value of warrant liabilities and a $0.3 million gain from the change in fair value of common stock forward liability. The change in our operating assets and liabilities of $1.6 million primarily resulted from a decrease of $1.3 million in prepaid expenses and other current assets, an increase of $1.2 million in accrued and other current liabilities, an increase of $1.1 million in net defined benefit liabilities, a decrease of $0.5 million in accounts receivable, and a $0.1 million decrease in other assets, partially offset by an increase of $0.9 million in contract assets, a decrease of $0.8 million in lease liabilities, a decrease of $0.5 million in accounts payable, a decrease of $0.3 million in income tax payables, and a decrease of $0.2 million in other liabilities.
Previous wording
Cash used in operating activities of $14.4 million during the three months ended March 31, 2024 was primarily attributable to our net income of $0.8 million, offset by non-cash adjustments of $7.0 million, and a net change in our operating assets and liabilities of $8.2 million. Non-cash adjustments consisted primarily of a $14.6 million gain from the extinguishment of a liability, partially offset by a $4.6 million loss from the change in fair value of warrant liabilities, $1.2 million gain from the change in fair value of convertible promissory notes, $1.2 million in stock-based compensation, $0.2 million in depreciation and amortization charges, $0.2 million in operating lease right-of-use amortization, and $0.2 million in provision for credit losses. The change in our operating assets and liabilities of $8.2 million primarily resulted from a decrease in $2.7 million in accounts payable, a decrease of $1.1 million in our accrued and other current liabilities, and a decrease of $0.3 million in other liabilities due to the payment of costs incurred related to our Business Combination, as well as an increase of $2.3 million in prepaid expenses and other current assets related to the timing of payments for inventory and manufacturing of wafers, an increase of $0.9 million in in contract assets due to unbilled services provided under certain projects, an increase of $0.5 million in accounts receivable primarily due to slower collections from certain customers, an increase of $0.3 million in inventory due to lower sales, and a decrease of $0.2 million in our lease liabilities.
Current wording
Cash used in operating activities of $24.1 million during the six months ended June 30, 2024, was primarily attributable to our net loss of $0.3 million, non-cash adjustments of $12.5 million, and a net change in our operating assets and liabilities of $11.3 million. Non-cash adjustments consisted primarily of a $14.6 million gain from the extinguishment of a liability, $2.0 million gain from the change in fair value of warrant liabilities, and $0.5 million in provision for credit losses, partially offset by $1.5 million in stock-based compensation, $1.2 million loss from the change in fair value of convertible promissory notes, $0.7 million in non-cash expense related to the issuance of common stock to the underwriter, $0.6 million loss from the initial recognition of the common stock forward liability, $0.4 million in depreciation and amortization charges and $0.3 million in operating lease right-of-use amortization. The change in our operating assets and liabilities of $11.3 million primarily resulted from a decrease of $4.4 million in our accrued and other current liabilities, a decrease of $3.4 million in accounts payable, an increase of $1.7 million in prepaid expenses and other current assets related to the timing of payments for inventory and manufacturing of wafers, an increase of $1.2 million in contract assets due to unbilled services provided under certain projects, an increase of $0.5 million in inventory due to lower sales, a decrease of $0.4 million in other liabilities, and a decrease of $0.3 million in our lease liabilities, partially offset by an increase of $0.4 million in net defined benefit liabilities, and a decrease of $0.3 million in accounts receivable primarily due to slower collections from certain customers.
Previous wording
Cash used in investing activities during the three months ended March 31, 2025 was related solely to the purchases of property and equipment. There were no cash flows related to our investing activities during the three months ended March 31, 2024.
Current wording
Cash used in investing activities during the six months ended June 30, 2025 and 2024 was related solely to the purchases of property and equipment.
Previous wording
Cash provided by financing activities of $30.3 million during the three months ended March 31, 2024 consisted of $17.2 million from proceeds received from the reverse recapitalization and PIPE Financing, net of transaction costs, $16.3 million in proceeds from the issuance of convertible promissory notes, partially offset by $3.2 million repayment of our bank borrowings.
Current wording
Cash provided by financing activities of $27.9 million during the six months ended June 30, 2024, consisted of $17.2 million from proceeds received from the reverse recapitalization and PIPE Financing, net of transaction costs, $16.3 million in proceeds from the issuance of convertible promissory notes, and $2.8 million proceeds received from the issuance of common stock to B. Riley under the Purchase Agreement, partially offset by $7.9 million repayment of our bank borrowings and $0.6 million repayment of convertible promissory notes.
Previous wording
Accounts receivable balances are primarily derived from revenues earned from customers located in the United States, China, South Korea, Japan, and Taiwan. We perform ongoing credit evaluations of the financial conditions of our customers and distributors, and generally do not require collateral from our customers. We continuously monitor collections and payments from customers and maintain a provision for credit losses based upon the collectibility of our customer accounts. We review the provision by considering certain factors such as historical experience, industry data, credit quality, age of balances and current economic conditions that may affect a customer’s ability to pay. Uncollectible receivables are written off when all efforts to collect have been exhausted and recoveries are recognized when they are recovered. We cannot guarantee that we will continue to experience the same credit loss rates that we had in the past. A significant change in the liquidity or financial position of any of our significant customers could have a material adverse effect on the collectibility of our accounts receivable and our future operating results. The provision for credit losses was $1.5 million and $1.2 million as of March 31, 2025 and December 31, 2024, respectively.
Current wording
Accounts receivable balances are primarily derived from revenues earned from customers located in the United States, China, South Korea, Japan, and Taiwan. We perform ongoing credit evaluations of the financial conditions of our customers and distributors, and generally do not require collateral from our customers. We continuously monitor collections and payments from customers and maintain a provision for credit losses based upon the collectibility of our customer accounts. We review the provision by considering certain factors such as historical experience, industry data, credit quality, age of balances and current economic conditions that may affect a customer’s ability to pay. Uncollectible receivables are written off when all efforts to collect have been exhausted and recoveries are recognized when they are recovered. We cannot guarantee that we will continue to experience the same credit loss rates that we had in the past. A significant change in the liquidity or financial position of any of our significant customers could have a material adverse effect on the collectibility of our accounts receivable and our future operating results. The provision for credit losses was $2.6 million and $1.2 million as of June 30, 2025 and December 31, 2024, respectively.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
The following table sets forth our historical results for the periods indicated and the changes between periods (in thousands):
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
Change in fair value of common stock forward liability
Previous report — wording carried elsewhere
Gain on foreign currency transactions, net
Previous report — wording carried elsewhere
Change in fair value of common stock warrant liabilities
Previous report — wording carried elsewhere
Cash provided by financing activities of $7.7 million during the three months ended March 31, 2025 consisted of $7.5 million in proceeds from borrowings and $0.2 million in proceeds received from issuance of common stock to B. Riley under the Purchase Agreement.