UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
|
|
|
| ||
|
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer | ||
|
|
|
|
|
|
|
|
| |||
|
|
|
| ||
|
(Address of Principal Executive Offices) |
|
(Zip Code) | ||
|
Registrant’s Telephone Number, Including Area Code: ( |
(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:
|
|
|
Trading |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on March 12, 2025, NextNav Inc. (the “Company”) entered into a Note Purchase Agreement, among the Company and certain purchasers named therein (the “Purchasers”), pursuant to which the Company agreed to (i) sell to the Purchasers, in a private placement (the “Private Placement”), pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder, $190 million in aggregate principal amount of its 5.00% Senior Secured Convertible Notes due 2028 (the “2028 Notes”) and (ii) issue to certain of the purchasers, common stock purchase warrants (the “Warrants”) to purchase an aggregate of 7,800,000 shares of the Company’s common stock, par value $0.0001 per share (the “Warrant Shares”), with exercise prices ranging from $12.56 to $20.00 per share.
On March 27, 2025, in connection with the Private Placement, the Company entered into (i) an indenture (the “Indenture”), among the Company, certain subsidiaries of the Company named therein as notes guarantors (the “Guarantors”) and GLAS Trust Company, LLC, as trustee and notes collateral agent (“GLAS Trust”), (ii) a security agreement (the “Security Agreement”), among the Company, the Guarantors and GLAS Trust and (iii) a registration rights agreement (the “Registration Rights Agreement”), among the Company and the Purchasers. On March 27, 2025, the Company also issued the Warrants to certain of the purchasers.
A summary of the terms of the Private Placement and copies of the documents related to the Private Placement, including forms of the (i) Indenture, (ii) Security Agreement, (iii) Registration Rights Agreement and (iv) Warrants, were included in the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on March 13, 2025, which is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Items 1.01 and 8.01 of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference in this Item 2.03.
The information provided in Items 1.01 and 8.01 of this Current Report is incorporated by reference in this Item 3.02. The 2028 Notes and the Warrants were issued in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The 2028 Notes, the Warrants and the Warrant Shares underlying the Warrants were not registered under the Securities Act or any state securities laws and may not be offered or sold absent registration under the Securities Act, or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
On March 27, 2025, the Company issued a press release announcing the closing of the Private Placement and certain terms thereof. A full text of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
The information provided in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and not “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information provided in this Item 7.01, including the Exhibit 99.1 attached hereto, is not incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
On March 27, 2025, the Company closed the previously announced Private Placement. The net proceeds from the Private Placement were approximately $188.6 million after deducting certain fees and expenses (the “Net Proceeds”). On March 28, 2025, the Company used approximately $73.0 million of the Net Proceeds to complete the redemption of its 10% Senior Secured Notes due 2026.
(d) Exhibits
|
Exhibit |
Description |
|
99.1 |
|
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
|
|
|
|
NEXTNAV INC. |
|
|
|
|
|
|
Date: |
March 28, 2025 |
By: |
/s/ Christian D. Gates |
|
|
|
|
Name: Christian D. Gates |
Exhibit 99.1
NextNav Announces Closing of $190 Million of 5% Redeemable Senior Secured, Convertible Notes Transaction
RESTON, Va., March 27, 2025 (GLOBE NEWSWIRE) -- NextNav Inc. (the "Company" or “NextNav”) [NASDAQ: NN], a leader in next-generation positioning, navigation, and timing (“PNT”) and 3D geolocation, today announced the successful closing of the previously announced private placement of $190 million of 5% redeemable senior secured convertible notes due 2028 (“the Private Placement”). The net proceeds from the Private Placement were approximately $188.6 million after deducting certain fees and expenses (the “Net Proceeds”).
The Company intends to use a portion of the Net Proceeds to redeem its $70 million aggregate principal amount of 10% Senior Secured Notes due 2026 (the “Existing Notes”). The Existing Notes will be redeemed in full at 101% of the principal amount plus any accrued and unpaid interest.
About NextNav
NextNav Inc. (Nasdaq: NN) is a leader in next-generation positioning, navigation and timing (PNT), enabling a whole new ecosystem of applications and services that rely upon 3D geolocation and PNT technology. Powered by low-band licensed spectrum, NextNav’s positioning and timing technologies deliver accurate, reliable, and resilient 3D PNT solutions for critical infrastructure, GPS resiliency and commercial use cases.
For more information, please visit https://nextnav.com/ or follow NextNav on X at https://x.com/NextNav or LinkedIn at https://www.linkedin.com/company/nextnav/.
Forward-Looking Statements
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including without limitation, statements about the redemption of the Existing Notes. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks include, but are not limited to, those related to the Company’s ability to complete the transactions on the proposed terms or on the anticipated timeline, or at all. These forward-looking statements speak only as of the date of this press release, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Readers are directed to the Company’s periodic and other reports filed with the Securities and Exchange Commission (the “SEC”) for a description of such risks and uncertainties. The Company undertakes no obligation to update any forward-looking statements. In evaluating those statements, you should specifically consider various factors, including the risks and uncertainties discussed in the Company’s Annual and Quarterly Reports on Forms 10-K and 10-Q and in other reports the Company files with the SEC. Actual events or the Company’s actual results may differ materially from the forward-looking statements.
Source: NN-FIN
Investor Contact:
IR@nextnav.com
Media Contact:
NNmedia@nextnav.com