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): June 8, 2023
NEXTNAV INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-40985 |
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87-0854654 |
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(State or other jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer |
1775 Tysons Blvd., 5th Floor
McLean, Virginia 22102
(800) 775-0982
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of exchange on which registered |
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Common Stock, par value $0.0001 per share |
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NN |
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Nasdaq Capital Market |
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Warrants, each to purchase one share of Common Stock |
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NNAVW |
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Nasdaq Capital Market |
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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 8.01 of this Current Report on Form 8-K below is incorporated by reference in this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information provided in Item 8.01 of this Current Report on Form 8-K below is incorporated by reference in this Item 3.02. The Additional Notes and the Additional Warrants (each as defined below) were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder.
Item 7.01 Regulation FD Disclosure.
On June 12, 2023, NextNav Inc. (the “Company”) issued a press release announcing the Additional Closing (as defined below) and certain terms thereof. A full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This information provided in this Item 7.01, including the Exhibit 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 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 filing.
Item 8.01 Other Events.
On June 8, 2023, pursuant to the previously announced Note Purchase Agreement (the “NPA”) dated as of May 9, 2023 (the “Initial Closing”) entered into between the Company and the purchasers named therein, certain of such purchasers have delivered to the Company exercise notices indicating their election to purchase, in a private placement pursuant to Section 4(a)(2) and Regulation D under the Securities Act of 1933, as amended, an additional $20,000,000 in aggregate principal amount of the Company’s 10% Senior Secured Notes due 2026 (the “Additional Notes”), together with an additional 7,407,407 common stock purchase warrants to purchase shares of the Company’s common stock (the “Additional Warrants”). The closing and issuance of the Additional Notes and the Additional Warrants is expected to occur on July 6, 2023 (the “Additional Closing”). The Company expects to receive gross proceeds of $20,000,000 in the Additional Closing.
The Additional Notes constitute a further issue of, and will be consolidated and form a single series with, the $50,000,000 in aggregate principal amount of the Company’s outstanding 10% Senior Secured Notes due 2026 issued at the Initial Closing (the “Initial Notes”) pursuant to the previously announced indenture, dated as of May 9, 2023, 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 (the “Notes Collateral Agent”), and are secured under the previously announced security agreement, dated as of May 9, 2023, among the Company, the Guarantors and the Notes Collateral Agent. The Additional Warrants are also substantially identical to the warrants issued in connection with the Initial Closing (the “Initial Warrants”), including with respect to the exercise price, exercisability period and other terms of the Initial Warrants. The registration rights agreement entered into in connection with the Initial Closing will also cover the Additional Warrants.
Refer to the Company’s Current Report on Form 8-K filed on May 10, 2023 for a description of the agreements entered into, and the terms of, the Initial Closing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding the intent, belief or current expectations of NextNav and its management team. Investors are cautioned that any such forward-looking statements speak only as of the date they are made, are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. In particular, the parties may not be able to complete the Additional Closing within the expected timeframe or at all for any reason. Important risk factors regarding NextNav can be found under the heading "Risk Factors" in NextNav’s Form 10-K for the year ended December 31, 2022 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, which are incorporated herein by reference. Furthermore, NextNav undertakes no obligation to update any written or oral forward-looking statements or publicly announce any updates or revisions to any of the forward-looking statements contained herein, to reflect any change in its expectations with regard thereto or any change in events, conditions, circumstances or assumptions underlying such statements, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Description |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 12, 2023
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NEXTNAV INC. |
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By: |
/s/ Christian D. Gates |
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Name: |
Christian D. Gates |
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Title: |
Chief Financial Officer |
Exhibit 99.1
NextNav Inc. Announces Additional $20 Million in Debt Financing
Additional Financing Brings Total Facility to $70 Million at Closing
Senior Secured Note Purchases Demonstrate Continued Investor Confidence
McLean, Va. June 12 – NextNav Inc. (Nasdaq: NN), a leader in next generation GPS, today announced binding commitments to purchase an additional $20 million aggregate principal amount of 10.00% Senior Secured Notes due December 2026 (the “Additional Notes”) as well as an additional 7.4 million common stock purchase warrants to purchase shares of NextNav’s common stock (the “Additional Warrants”), under the terms and conditions of the recently-announced $50 million financing, which closed on May 9, 2023 (the “Initial Closing”). The closing and issuance of the Additional Notes and Additional Warrants is expected to occur on July 6, 2023 (the “Additional Closing”) and were exclusively available to investors in the $50 million Initial Closing. Following the Additional Closing, the gross proceeds from the Initial Closing and Additional Closing are expected to total $70 million.
“We are pleased to announce the successful completion of an additional $20 million in debt financing, formed by investors increasing their existing commitments, at terms favorable to the Company,” said Ganesh Pattabiraman, NextNav Co-founder and CEO. “The positive market reception to this financing is a testament to the strong fundamentals of our business and we look forward to leveraging this funding to actualize our strategic priorities while efficiently maximizing the full value of NextNav’s asset-rich platform to our shareholders and customers.”
The Additional Notes will be issued pursuant to the previously announced indenture, dated as of May 9, 2023, 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 (the “Notes Collateral Agent”), and will be secured under the previously announced security agreement, dated as of May 9, 2023, among the Company, the Guarantors and the Notes Collateral Agent, each of which were entered into at the Initial Closing. The Additional Warrants are also substantially identical to the warrants issued in connection with the Initial Closing, including with respect to the exercise price, exercisability period and other terms of such warrants. The registration rights agreement entered into in connection with the Initial Closing will also cover the Additional Warrants.
B. Riley Securities acted as the exclusive financial advisor to NextNav on the financing. NextNav was represented by Hogan Lovells; Calfee, Halter & Griswold represented the lenders.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Additional Notes or Additional Warrants described in this press release, nor shall there be any sale of the Additional Notes in any state or jurisdiction in which such an offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About NextNav Inc.
NextNav Inc. (Nasdaq: NN) is a leader in next generation GPS, built on a robust asset platform, including 8MHz of wireless spectrum in the 900MHz band with near-nationwide coverage, intellectual property and deployed network systems. The company's Pinnacle network delivers highly accurate vertical positioning to transform location services, reflecting the 3D world around us and supporting innovative, new capabilities. NextNav's TerraPoiNT network delivers accurate, reliable, and resilient 3D positioning, navigation and timing (PNT) services to support critical infrastructure and other GPS-reliant systems in the absence or failure of GPS.
For more information, please visit https://nextnav.com/ or follow NextNav on Twitter or LinkedIn.
Forward Looking Statements
This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "forecast," "intend," "seek," "target," "anticipate," "believe," "expect," "estimate," "plan," "outlook," and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements, which involve risks and uncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to NextNav's future prospects, developments and business strategies. In particular, such forward-looking statements include statements about NextNav's position to drive growth in its 3D geolocation business and expansion of its next generation GPS platform, the business plans, objectives, expectations and intentions of NextNav, NextNav's partnerships and the potential success thereof and NextNav's estimated and future business strategies, competitive position, industry environment and potential growth opportunities. These statements are based on NextNav's management's current expectations and beliefs, as well as a number of assumptions concerning future events.
Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside NextNav's control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (1) the ability of NextNav to continue to gain traction in key markets and with notable platforms and partners, both within the U.S. and internationally; (2) the ability of NextNav to grow and manage growth profitably, maintain relationships with partners, customers and suppliers, including with respect to NextNav's Pinnacle 911 solution and its TerraPoiNT network, and the ability to retain its management and key employees; (3) the ability of NextNav to maintain balance sheet flexibility and generate and effectively deploy capital in line with its business strategies; (4) the possibility that NextNav may be adversely affected by other economic, business and/or competitive factors (including the impacts of the ongoing COVID-19 coronavirus pandemic); and (5) other risks and uncertainties indicated from time to time in other documents filed with the Securities and Exchange Commission by NextNav. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and NextNav undertakes no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
Source: NN-FIN
Contacts
Erica Bartsch
Sloane & Company
ebartsch@sloanepr.com