NORTEX SEMICONDUCTOR CORPORATION
FORM 10-K
For the fiscal year ended June 30, 2024
Commission File Number 000-99002
SEC CIK: 0009900002
NASDAQ ticker: NRTX

State of Incorporation: Delaware
Fiscal Year End: June 30
Independent Registered Public Accounting Firm: Cormorant Advisors LLP (engaged since 2017; audit fees $6,200,000 for FY2024)

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ITEM 1. BUSINESS

Nortex Semiconductor Corporation ("NRTX", "Nortex", "we") is a fabless designer of high-performance
semiconductor products. We design, market, and support integrated circuits for three reportable
segments: Datacenter GPU, Embedded, and Automotive. We do not own manufacturing facilities;
we contract wafer fabrication to third-party foundries.

Principal competitors include Cerulean Compute, Inc. and Halcyon Silicon Corp. in our datacenter
segment, and multiple regional suppliers in embedded and automotive.

We operate design centers in the United States, Taiwan, Japan, and Germany.

ITEM 1A. RISK FACTORS

Supply chain concentration risk — Taiwan. Approximately 68% of our wafer output for fiscal 2024
was produced by two independent foundries located in Taiwan. Geopolitical instability affecting
Taiwan, including cross-strait tensions with the People's Republic of China, would materially
disrupt our supply of finished wafers and could result in extended production delays. We have
begun qualifying alternative foundry capacity in Japan and Arizona but full qualification for
our leading-edge process nodes is expected to take between 12 and 30 months.

Export control risk. Our advanced-node datacenter GPU products are subject to U.S. Export
Administration Regulations (EAR) administered by the Bureau of Industry and Security (BIS).
Additional restrictions on advanced-chip exports to specified entities in the People's Republic
of China could reduce addressable market and require product redesign.

Competitive risk. The datacenter accelerator market is dominated by three vendors; we compete
principally with Cerulean Compute for the largest workloads.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS

Datacenter GPU revenue grew 61% year-over-year on continued generative-AI workload demand.
Embedded revenue was flat. Automotive revenue declined 8% due to inventory correction at
key OEM customers.

ITEM 8. FINANCIAL STATEMENTS

Selected financial data (in $ millions):
    Revenue                14,220
    Net income              4,015
    Total assets           27,890
    Cash & short-term inv. 11,200

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Board of Directors:
    Dr. Anya Vasquez (Chair; independent)
    William H. Chen (Audit Committee chair; independent)
    Kimiko Tanaka (Compensation Committee chair; independent)
    Rakesh Prahalad (Nominating & Governance chair; independent)
    Dr. Marcus Feld (President and Chief Executive Officer)
    (four additional independent directors)

Standing Committees:
    Audit Committee
    Compensation Committee
    Nominating & Governance Committee
    Technology and Product Committee

Executive Officers:
    Dr. Marcus Feld — President and Chief Executive Officer (since 2018)
    Jennifer Wu — Chief Financial Officer (since 2022)
    Dr. Sanjay Rao — Chief Technology Officer (since 2020)
