NEXT NextDecade Corporation

Item 1.01.  Entry into a Material Definitive Agreement.

 

On April 6, 2022, NextDecade Corporation (the “Company”) entered into a common stock purchase agreement (the “Stock Purchase Agreement”) with HGC NEXT INV LLC (the “Purchaser”), pursuant to which the Company has agreed to sell, and the Purchaser has agreed to purchase, 4,618,226 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $6.496 per share for an aggregate purchase price of approximately $30.0 million.  The consummation of the transactions contemplated by the Stock Purchase Agreement will occur on April 7, 2022 (the “Closing Date”). The Purchaser is a stockholder of the Company that has the right to appoint a director to the Company’s Board of Directors.

 

The Stock Purchase Agreement includes customary representations, warranties and covenants from the Company and the Purchaser. Pursuant to the Stock Purchase Agreement, the Company agreed to indemnify the Purchaser and its affiliates (collectively, the “Indemnified Party”) from and against all claims, damages, losses and expenses (including fees and disbursements of counsel) incurred by the Indemnified Party arising out of the Stock Purchase Agreement, except to the extent such claim, damages, loss or expense is found in a final order to have resulted from the Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct.

 

Pursuant to the Stock Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) on April 6, 2022 with the Purchaser.  Under the Registration Rights Agreement, the Company is required to file a registration statement within 45 days after the Closing Date with respect to the resale of shares of Common Stock held by the Purchaser. Additionally, the Purchaser may in certain instances elect to dispose of shares of Common Stock pursuant to an underwritten offering or engage in an underwritten block trade. The Purchaser will also have demand and piggy-back registration rights covering any shares of Common Stock held by the Holders. The Registration Rights Agreement also contains customary indemnification obligations.

 

The Company conducted the offering in reliance on the exemption from the registration requirements provided by Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable Securities Act exemptions available to the Company.

 

The foregoing summaries of the Stock Purchase Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Stock Purchase Agreement and Registration Rights Agreement, which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated herein by reference.