UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 18, 2025

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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of GCT Semiconductor Holding, Inc. (the “Company”) was held on September 18, 2025. At the Annual Meeting, the Company’s stockholders voted on three proposals and cast their votes as follows:

Proposal 1: Election of Directors.

The stockholders elected all of management’s nominees for election as directors. The results of the vote taken were as follows:

               
Directors
 
For
 
Withheld
 
Broker Non-Vote
  
Nelson C. Chan
  
30,546,750
  
1,074,731
  
1,988,615
  
Dr. Kukjin Chun
  
30,700,657
  
920,824
  
1,988,615
  

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.

The stockholders ratified the appointment, by the Audit Committee of the Company’s Board of Directors, of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the vote taken were as follows:

For
 
Against
 
Abstain
32,620,731
  
3,990
  
985,375

Proposal 3: Approval of, for purposes of complying with the rules of the New York Stock Exchange, the issuance of shares of the Company’s common stock in excess of 19.99% of its outstanding common stock pursuant to the Company’s equity line of credit facility.

The stockholders voted on the approval of, for purposes of complying with the rules of the New York Stock Exchange, the issuance of shares of the Company’s common stock in excess of 19.99% of its outstanding common stock pursuant to the Company’s equity line of credit facility. The results of the vote taken were as follows:

For
 
Against
 
Abstain
 
Broker Non-Vote
30,629,198
  
79,294
  
912,989
  
1,988,615
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.
 
 
 
Date: September 19, 2025
By:  
/s/ Edmond Cheng
 
Name: 
Edmond Cheng
 
Title:
Chief Financial Officer