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 21, 2025

GLOBALSTAR, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-33117	41-2116508
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


1351 Holiday Square Blvd.
Covington,	LA	70433
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (985) 335-1500

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	Name of exchange on which registered
Common Stock, par value $0.0001 per share	GSAT	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 21, 2025, Globalstar, Inc. (the “Company”) announced that, in connection with its previously-disclosed plans to consummate a reverse stock split (the “Reverse Stock Split”) of its common stock, par value $0.0001 per share (the “Common Stock”), it notified the NYSE American LLC (“NYSE American”) that it intends to voluntarily delist the shares of its Common Stock from the NYSE American and transfer its listing to the Nasdaq Global Select Market (“Nasdaq”), subject to the completion of the Reverse Stock Split.

The last day of trading of the Common Stock on the NYSE American is expected to be on or around February 10, 2025. The Company expects its Common Stock will begin trading on the Nasdaq on or around February 11, 2025, subject to the completion of the Reverse Stock Split, under its current symbol, “GSAT.” Until the Company’s Common Stock begins trading on NASDAQ, the Company’s Common Stock will continue to trade on the NYSE American under its current symbol, “GSAT.”

Item 8.01 Other Events.

The information set forth in Item 3.01 above is incorporated into this Item 8.01 by reference. A copy of the press release issued by the Company announcing the intent to voluntarily delist from the NYSE American and transfer its listing to Nasdaq is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

Certain statements contained in this Current Report on Form 8-K and Exhibit 99.1 hereto other than purely historical information, including, but not limited to, expectations regarding the timing of completion of the Reverse Stock Split, delisting from NYSE American and listing on Nasdaq and expected benefits of such transactions, 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 press release to reflect actual results, future events or circumstances or changes in our assumptions, business plans or other changes.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
99.1						Press Release, dated January 21, 2025

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 21, 2025

Globalstar Announces Intention to Voluntarily Delist from NYSE American and Transfer to Nasdaq Upon Completion of Reverse Stock Split

Covington, LA, Jan. 21, 2025 -- Globalstar, Inc. (NYSE American: GSAT) (“Globalstar” or the “Company”), a next-generation telecommunications infrastructure and technology provider, today announced that, in connection with its previously-disclosed plans to consummate a reverse stock split (the “Reverse Stock Split”) of its common stock, par value $0.0001 per share (the “Common Stock”), it notified the NYSE American LLC (“NYSE American”) that it intends to voluntarily delist the shares of its Common Stock from the NYSE American and transfer its listing to the Nasdaq Global Select Market (“Nasdaq”), subject to the completion of the Reverse Stock Split.

The Company believes that the voluntary delisting of its Common Stock from the NYSE American and transfer of its listing to Nasdaq, in combination with the Reverse Stock Split, could make the Common Stock more attractive to a broader range of investors.

About Globalstar, Inc.

Globalstar empowers its customers to connect, transmit, and communicate in smarter ways – easily, quickly, securely, and affordably – offering reliable satellite and terrestrial connectivity services as an international telecom infrastructure provider. The Company’s low Earth orbit ("LEO") satellite constellation ensures secure data transmission for connecting and protecting assets, transmitting critical operational data, and saving lives for consumers, businesses, and government agencies across the globe. Globalstar’s terrestrial spectrum, Band 53, and its 5G variant, n53, offer carriers, cable companies, and system integrators a versatile, fully licensed channel for private networks with a growing ecosystem to improve customer wireless connectivity, while Globalstar’s XCOM Radio Access Network ("RAN") product offers significant capacity gains in dense wireless deployments. In addition to SPOT GPS messengers, Globalstar offers next-generation internet of things ("IoT") hardware and software products for efficiently tracking and monitoring assets, processing smart data at the edge, and managing analytics with cloud-based telematics solutions to drive safety, productivity, and profitability. For more information, visit www.globalstar.com.

Safe Harbor Language for Globalstar Releases

Certain statements contained in this press release other than purely historical information, including, but not limited to, expectations regarding the timing of completion of the Reverse Stock Split, delisting from NYSE American and listing on Nasdaq and expected benefits of such transactions, 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 press release to reflect actual results, future events or circumstances or changes in our assumptions, business plans or other changes.

Investor Contact Information:

investorrelations@globalstar.com

Cover	Jan. 21, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 21, 2025
Entity Registrant Name	GLOBALSTAR, INC.
Entity Address, City or Town	Covington,
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33117
Entity Tax Identification Number	41-2116508
Entity Address, Address Line One	1351 Holiday Square Blvd.
Entity Address, State or Province	LA
Entity Address, Postal Zip Code	70433
City Area Code	985
Local Phone Number	335-1500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	GSAT
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false
Entity Central Index Key	0001366868
Amendment Flag	false