Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

Private Placement Transaction

On September 26, 2024, GCT Semiconductor Holding, Inc., a Delaware corporation (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") with Anapass, Inc. (the "Purchaser"), pursuant to which the Company shall issue and sell to the Purchaser in a private placement (the "Transaction") 741,603 shares of common stock of the Company, par value $0.0001 per share (the "Common Stock") at a purchase price of $3.02 per share (the "Shares") and a warrant to purchase 148,320 shares of Common Stock (the "Warrant"). The Warrant is immediately exercisable, will expire five years following the issuance date, and has an exercise price of $3.02 per shares. The Company expects to receive aggregate gross proceeds from the Transactions of approximately $2.2 million.

The Purchase Agreement is subject to customary representations, warranties, covenants and conditions that are typical for transactions of this type. In addition, the Purchaser is subject to a 180-days lock-up period commencing from the date of closing. The Company has agreed to file a registration statement on Form S-3 (or any successor form) with the Securities and Exchange Commission (the "SEC") covering the resale of the maximum number of Registrable Securities (as defined in the Purchase Agreement) by the Purchaser within 30 days after the Company becomes eligible to use Form S-3 and to use commercially reasonable efforts to cause such registration statement to be declared effective as soon as possible thereafter.

The Shares, the Warrant, and the shares of Common Stock issuable upon exercise of the Warrant have not been registered under the Securities Act of 1933, as amended (the "Securities Act") and were offered and sold in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act and Regulation D (Rule 506) thereunder.

The foregoing summaries of the Purchase Agreement and the Warrant are not complete and are qualified in their entirety by reference to the full text of the Purchase Agreement and the Warrant, copies of which are attached hereto as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K (this "Report") and are incorporated by reference herein.