MagnaChip Semiconductor Corp美股招股说明书(2026-06-17版)

Up to $50,000,000 Common Stock We have entered into an At Market Issuance Sales Agreement (the “sales agreement”) with B. Riley Securities, Inc., as our sales agent (the “salesagent”), relating to the sale of shares of our common stock, par value $0.01 per share (“common stock”), offered by this prospectus supplement and theaccompanying prospectus. In accordance with the terms of the sales agreement, we may offer and sell shares of our common stock from time to timethrough or to the sales agent, acting as our agent or principal, having an aggregate offering price of up to $50,000,000. Sales of shares of our common stock under this prospectus supplement and the accompanying prospectus, if any, may be made by any method deemedto be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Thesales agent is not required to sell any specific number or dollar amount of shares of our common stock. The sales agent has agreed to use itscommercially reasonable efforts to sell on our behalf all of the shares of common stock requested to be sold by us, consistent with its normal trading andsales practices, on mutually agreed terms between the sales agent and us. There is no arrangement for funds to be received in any escrow, trust or similararrangement. The sales agent will be entitled to compensation under the terms of the sales agreement at a commission rate up to 3.0% of the gross sales price pershare sold. In connection with the sale of common stock on our behalf, the sales agent will be deemed to be an “underwriter” within the meaning of theSecurities Act, and the compensation of the sales agent will be deemed to be underwriting commissions or discounts. We have agreed to provideindemnification and contribution to the sales agent with respect to certain liabilities, including liabilities under the Securities Act. See “Plan ofDistribution” for additional information regarding compensation to be paid to the sales agent. Our common stock is traded on New York Stock Exchange under the symbol “MX”. On June16, 2026, the last reported sale price of our common stockwas $5.50 per share. Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed under the heading “Risk Factors” beginning on page S-5 of this prospectus supplement, the accompanyingprospectus, and under similar headings in the other documents that are incorporated by reference into this prospectussupplement. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSSUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDIVIDEND POLICYPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYRISK FACTORSUSE OF PROCEEDS DIVIDEND POLICY GENERAL DESCRIPTION OF SECURITIES DESCRIPTION OF CAPITAL STOCK PLAN OF DISTRIBUTION LEGAL MATTERS EXPERTS WHERE YOU CAN FIND MORE INFORMATION INCORPORATION OF CERTAIN INFORMATION BY REFERENCE Neither we nor the sales agent (or any of its affiliates) have authorized anyone to provide you with information different from that contained orincorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by us or on ourbehalf. Neither we nor the sales agent (or any of its affiliates) take any responsibility for, or can provide any assurance as to the reliability of,any information other than the information contained or incorporated by reference in this prospectus supplement, the accompanyingprospectus or any free writing prospectus prepared by us or on our behalf. We and the sales agent are offering to sell, and seeking offers to buy,shares of our common stock only in jurisdictions where offers and sales are permitted. You should assume that the information appearing or incorporated by reference in this prospectus supplement, the accompanying prospectusor any free writing prospectus prepared by us or on our behalf is accurate only as of their respective dates or on the date or dates which arespecified in such documents, and that any information in documents that we have incorporated by reference is accurate only as of the date ofsuch document incorporated by reference. Our business, financial condition, liquidity, results of operations and prospects may have changedsince those dates. Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT Unless the context requires otherwise, references in this prospec