Globalstar Files 8-K: Rights, Bylaws, and Other Events

TL;DR

GSAT filed an 8-K on Feb 7, 2025, covering changes to security holder rights and bylaws.

AI Summary

Globalstar, Inc. filed an 8-K on February 7, 2025, reporting on material modifications to security holder rights, amendments to its articles of incorporation or bylaws, and other events. The filing also includes financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in Covington, LA.

Why It Matters

This 8-K filing indicates potential changes to Globalstar's corporate structure or security holder agreements, which could impact investors and the company's operational framework.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not appear to contain immediate negative financial or operational news.

Key Numbers

• 001-33117 — SEC File Number (Identifies Globalstar's filing with the SEC.)
• 41-2116508 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Globalstar, Inc. (company) — Registrant
• February 7, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• Covington, LA (location) — Principal Executive Offices
• 4899 (sic_code) — Standard Industrial Classification

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share GSAT NYSE American Indicate

Filing Documents

• gsat-20250207.htm (8-K) — 33KB
• ex31.htm (EX-3.1) — 15KB
• rsscharteramendmentsandlis.htm (EX-99.1) — 12KB
• globalstarlogo912022a.jpg (GRAPHIC) — 7KB
• 0001366868-25-000019.txt ( ) — 204KB
• gsat-20250207.xsd (EX-101.SCH) — 2KB
• gsat-20250207_lab.xml (EX-101.LAB) — 22KB
• gsat-20250207_pre.xml (EX-101.PRE) — 13KB
• gsat-20250207_htm.xml (XML) — 3KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in each of Items 5.03 and 8.01 of this Current Report on Form 8-K is incorporated by reference herein.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 7, 2025, the Company filed with the Delaware Secretary of State a Certificate of Amendment to the Company's certificate of incorporation to (i) effect the Reverse Stock Split at a ratio of 1 for 15 for each share of Common Stock effective as of February 10, 2025 at 5:30 PM ET (the "Effective Time"), (ii) effect the Authorized Share Reduction Charter Amendment to reduce the number of shares of Common Stock authorized under the certificate of incorporation in proportion to the Reverse Stock Split ratio, and (iii) change all references to the "New York Stock Exchange" in the certificate of incorporation to "Nasdaq Stock Market LLC" (the "Charter Amendments"). Other than the Charter Amendments, no additional changes have been made to the Company's certificate of incorporation. As a result of the Reverse Stock Split, every 15 shares of issued and outstanding Common Stock will be automatically combined at the Effective Time into one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split will be rounded up to the next whole number. The number of authorized shares of Common Stock under the Company's certificate of incorporation as amended by the Certificate of Amendment will be reduced to 143,333,334 shares of Common Stock. Neither the Reverse Stock Split nor the Charter Amendments will have any impact on the number of shares of preferred stock that the Company is authorized to issue under its certificate of incorporation or the number of issued and outstanding shares of its Series A Preferred Stock. Furthermore, as a result of the Reverse Stock Split, the Company expects the last day of trading of its Common Stock on the NYSE American to be February 10, 2025. The Company expec

01 Other Events

Item 8.01 Other Events. The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. The Company issued a press release on February 7, 2025 announcing its planned timing to implement the Reverse Stock Split and Charter Amendments, the transfer of the listing of its Common Stock from the NYSE American to Nasdaq and the corresponding change of the CUSIP number for its Common Stock, each as described above. Additional information about the anticipated implementation of the Reverse Stock Split and Charter Amendments and the transfer of the listing of the Common Stock from the NYSE American to Nasdaq are contained in the Company's press release, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Forward-Looking Statements

Forward-Looking Statements Certain statements contained in this Current Report on Form 8-K other than purely historical information, including, but not limited to, expectations regarding the timing of completion of the Reverse Stock Split, and delisting from NYSE American and listing on Nasdaq are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "plan," "may," "could," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions, although not all forward-looking statements contain these identifying words. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Risks and uncertainties that could cause or contribute to such differences include, without limitation, those described under Item 1A. Risk Factors of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and in the Company's other filings with the SEC. The Company undertakes no obligation to update any of the forward-looking statements after the date of this report to reflect actual results, future events or circumstances or changes in our assumptions, business plans or other changes.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment of Third Amended and Restated Certificate of Incorporation of the Company 99.1 Press Release, dated February 7, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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. GLOBALSTAR, INC. /s/ Rebecca S. Clary Rebecca S. Clary Chief Financial Officer Date: February 7, 2025

View Full Filing

View this 8-K filing on SEC EDGAR