NextNav Inc. filed SEC Form 8-K: Financial Statements and Exhibits

 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): September 19, 2025

NEXTNAV INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:                                               

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  2.01. Completion of Acquisition or Disposition of Assets.

As disclosed in the Current Report on Form 8-K of NextNav Inc. (the “Company”) filed on March 11, 2024, the Company and its wholly-owned subsidiary, Progeny LMS, LLC, entered into an Asset Purchase Agreement (the “Agreement”) with Telesaurus Holdings GB LLC (“Telesaurus”) and Skybridge Spectrum Foundation (“Skybridge”) on March 7, 2024, pursuant to which the Company agreed to 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 previously owned by Skybridge and Telesaurus and terminated by the FCC in 2017, for an aggregate purchase price of up to $50,000,000, payable in cash and shares of common stock of the Company (together, the “Transaction”). A copy of the Agreement was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed with the Securities and Exchange Commission on May 8, 2024, and is incorporated herein by reference.

The Transaction closed on September 19, 2025. In connection with the closing, the Company issued $20,000,100 in shares of common stock, or 1,194,820 shares, of the Company to Northlake Crystal, LLC, a Georgia limited liability company and a Permitted Transferee (as defined in the Agreement) of Telesaurus. The Agreement provides for potential additional future consideration in the amount of $20,000,000, payable in shares of common stock of the Company, contingent upon the FCC granting additional flexibility in the use of M-LMS spectrum, including the M-LMS spectrum covered by the Licenses.

The number of shares issued at closing was determined based on the 20-day trailing volume-weighted average price of the Company’s common stock calculated as of September 18, 2025.

Pursuant to the Resale Registration Rights Agreement that the Company entered into in connection with the Transaction, the Company intends to file a resale registration statement on Form S-3 to register such shares for resale under the Securities Act of 1933, as amended, in connection with the closing.

The Company has determined that pro forma financial information giving effect to the Transaction is not required and, accordingly, is not included in this Current Report on Form 8-K and will not be provided.

 Item 9.01. Financial Statements and Exhibits.

 (d) Exhibits.

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.