Form 8-K - Current report

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): January 18, 2024

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 each 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of John Muleta as Director

On January 16, 2024, the Board of Directors (the “Board”) of NextNav Inc. (the “Company”), following the recommendation of the Nominating and Corporate Governance Committee of the Board, increased the size of the Board from six (6) directors to seven (7) directors and on January 18, 2024, appointed John Muleta as a director to fill the resulting vacancy with his term expiring at the Company’s 2024 annual meeting of stockholders and until his successor has been elected and qualified, subject, however, to his earlier death, resignation, retirement, disqualification or removal. Mr. Muleta has been appointed to the Audit Committee of the Board.

Mr. Muleta’s compensation will be consistent with the compensation provided to all of the Company’s non-employee directors. Mr. Muleta will receive a pro-rated annual award of restricted stock with a grant date value of $49,315, which shall vest in full on May 1, 2024. Additionally, Mr. Muleta will receive quarterly compensation, based on a value of $45,000 per year, plus $5,000 per committee, paid in immediately vested Common Stock.

The Company also entered into an indemnity agreement with Mr. Muleta in connection with his appointment to the Board. The indemnity agreement is in substantially the same form as the indemnity agreement for the other directors of the Company that was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 28, 2021.

No arrangement or understanding exists between Mr. Muleta and any other person pursuant to which Mr. Muleta was appointed as a director. There are no transactions in which Mr. Muleta has an interest which would require disclosure under Item 404(a) of Regulation S-K.

Item 8.01. Other Events.

On January 22, 2024, the Company issued a press release announcing Mr. Muleta’s appointment to the Board. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
99.1		Press release dated January 22, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 22, 2024

NEXTNAV INC.

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

Exhibit 99.1

NextNav Announces Appointment of John Muleta to Board of Directors

Muleta Brings Extensive Spectrum Expertise, Including Several Leadership Roles within the Federal Communications Commission

McLean, VA., January 22, 2024 – NextNav (Nasdaq: NN) (“NextNav” or the “Company”) a leader in next generation positioning, navigation, and timing (PNT) and 3D geolocation, today announced the appointment of John Muleta to the company’s Board of Directors, effective January 18, 2024. Mr. Muleta has been appointed as a member of the Audit Committee of the Board. Following the appointment of Mr. Muleta, the Board is now comprised of seven directors.

“We are delighted to welcome John to the NextNav Board of Directors,” stated NextNav CEO Mariam Sorond. “John’s unparalleled expertise in the development and implementation of wireless policies, particularly in spectrum allocation and public safety, based on his career at the FCC, makes him a valuable addition to our board. His significant accomplishments in public service complement his track record in the private sector, where he has played pivotal roles in growing and scaling companies at the forefront of the wireless industry. We believe John’s knowledge and experience will be instrumental as we continue to advance our technologies in 3D geolocation and PNT solutions and resiliency, leveraging our spectrum.”

Currently serving as the CEO of ATELUM LLC, a technology transfer firm specializing in mobile and Internet services, and as the Managing Member of SNR Wireless, Mr. Muleta’s career spans the public and private sectors. Notably, he served as the Chief of the FCC’s Wireless Telecommunications Bureau, where he oversaw the development and implementation of spectrum policies, managed the FCC’s auction and licensing processes, and helped implement the Agency’s wireless E911 mandate. In the private sector, Mr. Muleta has an extensive track record of leadership and entrepreneurship. Further, he co-founded and served as CEO and board member of M2Z Networks, served as Chairman and CEO of Tellus Technology, and held the position of Senior Vice President for global infrastructure deployment at PSINet. Mr. Muleta has an undergraduate degree in Systems Engineering and a joint MBA/JD from the University of Virginia.

“I am enthusiastic about joining the NextNav team,” remarked Mr. Muleta. “NextNav is a rapidly growing company with a well-established and advanced technology platform, and I am looking forward to helping the company solidify and grow its leadership position in the 3D PNT industry.”

About NextNav Inc.

NextNav Inc. (Nasdaq: NN) is a leader in next generation GPS, enabling a whole new ecosystem of applications and services that rely upon vertical location and resilient geolocation technology. The company’s Pinnacle network delivers highly accurate vertical positioning to transform location services, reflecting the 3D world around us and supporting innovative, new capabilities. NextNav’s TerraPoiNT network delivers accurate, reliable, and resilient 3D positioning, navigation and timing (PNT) services to support critical infrastructure and other GPS-reliant systems in the absence or failure of GPS.

For more information, please visit https://nextnav.com/ or follow NextNav on Twitter or LinkedIn.

Source: NN-FIN

Contacts:

Erica Bartsch

Sloane & Company

ebartsch@sloanepr.com

Cover	Jan. 18, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 18, 2024
Entity File Number	001-40985
Entity Registrant Name	NEXTNAV INC.
Entity Central Index Key	0001865631
Entity Tax Identification Number	87-0854654
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1775 Tysons Blvd.
Entity Address, Address Line Two	5th Floor
Entity Address, City or Town	McLean
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22102
City Area Code	800
Local Phone Number	775-0982
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	NN
Security Exchange Name	NASDAQ
Warrants, each to purchase one share of Common Stock
Title of 12(b) Security	Warrants, each to purchase one share of Common Stock
Trading Symbol	NNAVW
Security Exchange Name	NASDAQ