NextNav Inc. Files 8-K: Material Agreement, Equity Sales

TL;DR

NextNav filed an 8-K on March 11, 2024, reporting a material agreement and equity sales from March 7.

AI Summary

On March 7, 2024, NextNav Inc. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and other events. This filing was made on March 11, 2024.

Why It Matters

This 8-K filing indicates significant corporate activity for NextNav Inc., including a material definitive agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can introduce financial and operational risks if not managed properly.

Key Players & Entities

• NEXTNAV INC. (company) — Registrant
• Spartacus Acquisition Shelf Corp. (company) — Former Company Name
• March 7, 2024 (date) — Earliest event reported
• March 11, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share NN Nasdaq Capital Market
• $50,000,000 — or an aggregate purchase price of up to $50,000,000 paid in the form of cash and NextNav co
• $2,499,900 — the Transaction is payable as follows: $2,499,900 in cash within thirty (30) days of the
• $7,500,000 — egardless of whether Closing occurs); $7,500,000 in shares of NextNav common stock on th
• $20,000,100 — dless of whether Closing occurs); and $20,000,100 in shares of NextNav common stock withi
• $20,000,000 — ditional consideration in the amount of $20,000,000, payable in shares of NextNav common st

Filing Documents

• ea0201463-8k_nextnav.htm (8-K) — 37KB
• ea020146301ex99-1_nextnav.htm (EX-99.1) — 9KB
• 0001213900-24-021237.txt ( ) — 265KB
• nn-20240307.xsd (EX-101.SCH) — 4KB
• nn-20240307_def.xml (EX-101.DEF) — 26KB
• nn-20240307_lab.xml (EX-101.LAB) — 36KB
• nn-20240307_pre.xml (EX-101.PRE) — 25KB
• ea0201463-8k_nextnav_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Asset Purchase Agreement On March 7, 2024, NextNav Inc. ("NextNav") and its wholly-owned subsidiary Progeny LMS, LLC (the "Company") entered into an Asset Purchase Agreement (the "Agreement") with Telesaurus Holdings GB ("Telesaurus") and Skybridge Spectrum Foundation ("Skybridge"), pursuant to which the Company will acquire (1) Multilateration Location and Monitoring Service ("M-LMS") licenses (the "Licenses") issued by the Federal Communications Commission (the "FCC") and (2) rights to a petition for reconsideration, dated December 20, 2017, which, if granted, may reinstate additional M-LMS licenses owned by Skybridge and Telesaurus and terminated by the FCC in 2017, for an aggregate purchase price of up to $50,000,000 paid in the form of cash and NextNav common stock (the foregoing contemplated sale and rights, collectively, the "Transaction"). The closing ("Closing") of the Transaction is subject to customary conditions as well as the approval of the Superior Court of the State of California, County of Alameda ("Alameda Court Approval") and approval of the FCC of the application seeking the transfer and assignment of the Licenses to the Company by final order ("FCC Approval") and will occur upon the assignment of the Licenses following the FCC Approval. The consideration for the Transaction is payable as follows: $2,499,900 in cash within thirty (30) days of the Alameda Court Approval (payable regardless of whether Closing occurs); $7,500,000 in shares of NextNav common stock on the earlier of the FCC Approval or, if no action has been taken by the FCC, November 15, 2024 (payable regardless of whether Closing occurs); and $20,000,100 in shares of NextNav common stock within thirty (30) days of the assignment of the Licenses at Closing following the FCC Approval (the foregoing two stock payments, collectively, the "Stock Consideration"). The Agreement provides for potential additional consideratio

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure set forth under Item 1.01 above is incorporated herein by reference. In connection with the issuance of the shares described in Item 1.01, NextNav relied upon the exemption from registration provided by Regulation D of the Securities Act of 1933, as amended, for transactions not involving a public offering.

01. Other Events

Item 8.01. Other Events. On March 11, 2024, NextNav issued a press release announcing the execution of the Agreement, a copy of which is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 99.1 Press release dated March 11, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 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: March 11, 2024 NEXTNAV INC. By: /s/ Christian D. Gates Name: Christian D. Gates Title: Chief Financial Officer 3 .

View Full Filing

View this 8-K filing on SEC EDGAR