MAGNACHIP SEMICONDUCTOR Corp false 0001325702 0001325702 2022-01-04 2022-01-04





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 4, 2022



Magnachip Semiconductor Corporation

(Exact name of registrant as specified in its charter)




Delaware   001-34791   83-0406195
(State or other jurisdiction
of incorporation)
File Number)
  (I.R.S. Employer
Identification No.)


c/o MagnaChip Semiconductor S.A.

1, Allée Scheffer, L-2520

Luxembourg, Grand Duchy of Luxembourg

(Address of principal executive offices)

Not Applicable

(Zip Code)

(352) 45-62-62

(Registrant’s telephone number, including area code)

Not Applicable

(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(b) of the Act:


Title of each class




Name of each exchange
on which registered

Common Stock, par value $0.01 per share   MX   New York Stock Exchange

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. ☐




Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On January 4, 2022, as expected, Magnachip Semiconductor Corporation (the “Company”) received a letter from NYSE Regulation indicating that the New York Stock Exchange (the “NYSE”) had concluded that the Company failed to hold an annual meeting for the fiscal year ended December 31, 2020 by December 31, 2021, as required by Section 302 of the NYSE Listed Company Manual.

The failure to hold the annual meeting was due to the Company’s proposed merger with investment vehicles established by Wise Road Capital LTD, which, as previously disclosed, was terminated by a Termination and Settlement Agreement entered into on December 13, 2021 pursuant to which the termination became effective on December 20, 2021. Accordingly, the Company now intends to hold an annual meeting of stockholders as promptly as practicable following the completion of its Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

NYSE Regulation’s notice has no immediate effect on the listing or trading of the Company’s common stock on the NYSE.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



/s/ Theodore Kim

    Name:   Theodore Kim
    Title:   Chief Compliance Officer, General Counsel and Secretary