Kratos Files 8-K on Undisclosed Material Agreement

TL;DR

**Kratos just filed an 8-K about a new material agreement, but the details are still under wraps.**

AI Summary

KRATOS DEFENSE & SECURITY SOLUTIONS, INC. filed an 8-K on February 27, 2024, reporting an "Entry into a Material Definitive Agreement" and "Other Events." The earliest event reported occurred on February 21, 2024. The filing does not provide specific details regarding the nature of the agreement, the parties involved, or any financial terms.

Why It Matters

This filing indicates a significant, new agreement for Kratos, which could impact its strategic direction and future financial performance. However, without specific details, the full implications remain unknown to investors.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which by its nature can alter the company's risk profile, but specific details are not provided in this excerpt to assess the exact impact.

Key Players & Entities

• KRATOS DEFENSE & SECURITY SOLUTIONS, INC. (company) — Registrant
• February 21, 2024 (date) — Date of earliest event reported
• February 27, 2024 (date) — Filing date of the 8-K
• Material Definitive Agreement (event) — Subject of the 8-K filing

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value KTOS The NASDAQ Global Select
• $18.00 — he Shares at a public offering price of $18.00 per share, less certain underwriting di

Filing Documents

• ktos-20240221.htm (8-K) — 37KB
• exhibit11-8xkoffering.htm (EX-1.1) — 232KB
• exhibit51-8xkoffering.htm (EX-5.1) — 14KB
• exhibit991-8xkoffering.htm (EX-99.1) — 16KB
• exhibit992-8xkoffering.htm (EX-99.2) — 17KB
• image.jpg (GRAPHIC) — 23KB
• image_0.jpg (GRAPHIC) — 19KB
• image_0a.jpg (GRAPHIC) — 19KB
• 0001069258-24-000011.txt ( ) — 593KB
• ktos-20240221.xsd (EX-101.SCH) — 2KB
• ktos-20240221_lab.xml (EX-101.LAB) — 24KB
• ktos-20240221_pre.xml (EX-101.PRE) — 13KB
• ktos-20240221_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 22, 2024, Kratos Defense & Security Solutions, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Robert W. Baird & Co. Incorporated, as representative of the several underwriters named therein (collectively, the "Underwriters"), relating to the sale and issuance by the Company of 16,666,667 shares (the "Underwritten Shares") of the Company's common stock to the Underwriters in a firm commitment underwritten public offering. Pursuant to the Underwriting Agreement, the Company has also granted the Underwriters a 30-day option to purchase up to an additional 2,500,000 shares of the Company's common stock (the "Option Shares" and, together with the Underwritten Shares, the "Shares"), which option was exercised in full. Subject to the terms and conditions contained in the Underwriting Agreement, the Underwriters purchased the Shares at a public offering price of $18.00 per share, less certain underwriting discounts and commissions, in a transaction that was completed on February 27, 2024 (the "Offering"). The Shares were offered and sold pursuant to a base prospectus dated February 21, 2024 and a prospectus supplement dated February 22, 2024, pursuant to the Company's registration statement on Form S-3ASR (File No. 333-277222), which was filed with the Securities and Exchange Commission ("SEC") on February 21, 2024 and became immediately effective pursuant to Rule 462(e) of the Securities Act of 1933, as amended (the "Securities Act"). The Company expects to use the net proceeds to facilitate its long-term strategy, including potential investment in facilities, expanding manufacturing capacity, anticipated capital expenditures for expansion of current sole-source/single award programs and high probability pipeline opportunities, further strengthen its balance sheet in anticipation of upcoming customer and partner decisions and source selection on additional

Forward-Looking Statements

Forward-Looking Statements Certain statements in this Current Report on Form 8-K may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements relate to a variety of matters, including, without limitation, the Company's intended use of the expected net proceeds from the Offering and other statements that are not purely statements of historical fact. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of the management of the Company and are subject to significant risks and uncertainty. Investors are cautioned not to place undue reliance on any such forward-looking

01 Other Events

Item 8.01 Other Events. On February 21, 2024, the Company issued a press release announcing the launch of the Offering, and on February 22, 2024, the Company issued a press release announcing the pricing of the Offering. Copies of the press releases are attached hereto as Exhibit 99.1 and 99.2, respectively, and are hereby incorporated by reference herein.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 1.1 Underwriting Agreement, dated February 22, 2024, by and between Kratos Defense & Security Solutions, Inc. and Robert W. Baird & Co. Incorporated, as representative of the several underwriters named therein. 5.1 Opinion of Sheppard, Mullin, Richter & Hampton LLP. 23.1 Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1). 99.1 Press release, dated February 2 1 , 202 4 . 99.2 Press release, dated February 2 2 , 2024 . 104 Cover Page Interactive Data File, formatting Inline Extensible Business Reporting Language (iXBRL).

SIGNATURES

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. Kratos Defense & Security Solutions, Inc. By: /s/ Deanna H. Lund Deanna H. Lund Executive Vice President, Chief Financial Officer Date: February 27, 2024

View Full Filing

View this 8-K filing on SEC EDGAR