GCT Semiconductor (GCTS) Announces $11M Share Offering at $1.71/sh

GCT Semiconductor Holding, Inc. (“GCT” or the “Company”) (NYSE: GCTS), a leading designer and supplier of advanced 5G and 4G semiconductor solutions, today announced that it has entered into a definitive agreement for the purchase and sale of an aggregate of 7,006,370 shares of its 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 accompanying warrant in a registered direct offering priced at the market under NYSE rules.

The warrants will have an exercise price of $1.71 per share, will become exercisable six months from issuance and will expire five years following such initial date of exercise. The offering is expected to close on or about May 16, 2025, subject to the satisfaction of customary closing conditions.

Roth Capital Partners is acting as the exclusive placement agent for the offering.

The gross proceeds from the offering are expected to be approximately $11 million, before deducting placement agent fees and other offering expenses payable by the Company. GCT intends to use the net proceeds from the offering for working capital and other general corporate purposes.

A shelf registration statement on Form S-3 (File No. 333-286316) relating to the securities being offered was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 1, 2025, and declared effective on April 9, 2025. The offering is being made only by means of a prospectus supplement and accompanying prospectus that form a part of the shelf registration statement. The final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus supplement and accompanying prospectus, when filed, may be obtained on the SEC’s website at www.sec.gov or by contacting Roth Capital Partners, LLC, 888 San Clemente Drive, Newport Beach, CA 92660, or by email at [email protected].

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these 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.

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