nn-20230706.htm

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): July 6, 2023

NEXTNAV INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40985

87-0854654

(State or other jurisdiction of
incorporation)

(Commission

File Number)

(IRS. Employer
Identification No.)

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:

☐

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:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, par value $0.0001 per share	NN	Nasdaq Capital Market
Warrants, each to purchase one share of Common Stock	NNAVW	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 8.01 Other Events.

On July 6, 2023, NextNav Inc. (the “Company”) closed the previously announced additional offering of $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 Closing”). The Additional Notes are in addition to the $50,000,000 in aggregate principal amount of the Company’s outstanding 10% Senior Secured Notes due 2026 (the “Initial Closing”) 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 are secured under the previously announced security agreement, dated as of May 9, 2023, among the Company, the Guarantors and the Notes Collateral Agent.

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 and the Company’s Current Report on Form 8-K filed on June 12, 2023 for a description of the terms of the Additional Closing.

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: July 10, 2023

NEXTNAV INC.

By:	/s/ Christian D. Gates
	Name:	Christian D. Gates
	Title:	Chief Financial Officer