Current Report Filing (8-k)
August 04 2022 - 05:18PM
Edgar (US Regulatory)
FALSE000170694600017069462022-08-042022-08-04
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 4,
2022
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Virgin Galactic Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-38202 |
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85-3608069 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1700 Flight Way
Tustin, California
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92782 |
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(Address of principal executive offices) |
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(Zip Code) |
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(575) 424-2100
(Registrant’s telephone number, including area code)
Not Applicable
(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:
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common stock, $0.0001 par value per share |
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SPCE |
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New York Stock Exchange |
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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 August 4, 2022, Virgin Galactic Holdings, Inc. (the “Company”)
entered into a distribution agency agreement (the “Distribution
Agency Agreement”) with Credit Suisse Securities (USA) LLC, Morgan
Stanley & Co. LLC and Goldman Sachs & Co. LLC (each, an
“Agent” and collectively, the “Agents”) providing for the offer and
sale of up to $300,000,000 of shares of the Company’s common stock,
par value $0.0001 per share, from time to time by the Company
through the Agents, acting as the Company’s sales agents, or
directly to one or more of the Agents, acting as
principal.
Sales of shares of the Company’s common stock, if any, as
contemplated by the Distribution Agency Agreement, made through any
Agent acting as sales agent or directly to any Agent acting as
principal, will be made by any method permitted by law, including
without limitation (i) by means of ordinary brokers’ transactions
(whether or not solicited), (ii) to or through a market maker,
(iii) directly on or through any national securities exchange or
facility thereof, a trading facility of a national securities
association, an alternative trading system or any other market
venue, (iv) in the over-the-counter market, (v) in privately
negotiated transactions or (vi) through a combination of any such
methods.
None of the Agents is required to sell any specific number or
dollar amount of shares of the Company’s common stock, but each has
agreed, subject to the terms and conditions of the Distribution
Agency Agreement, to use its commercially reasonable efforts,
consistent with its normal trading and sales practices, to sell the
shares of the Company’s common stock on the terms agreed upon by
such Agent and the Company.
The Company will pay the applicable Agent a commission at a
mutually agreed rate that will not (except as provided below)
exceed 2.0% of the gross sales price of the shares of the Company’s
common stock sold through the Agents, as the Company’s sales
agents. The Company may also agree with any Agent to sell shares of
the Company’s common stock in a manner that may constitute
“distributions” within the meaning of Rule 100 of Regulation M
under the Securities Exchange Act of 1934, as amended, in which
case the Company and such Agent will agree to compensation for such
Agent that is customary for such sales.
Under the terms of the Distribution Agency Agreement, the Company
may also sell shares of its common stock to one or more of the
Agents, as principal, at a price agreed upon at the time of sale.
If the Company sells shares of its common stock to one or more of
the Agents, as principal, the Company will enter into a separate
terms agreement (a “Terms Agreement”) with such Agent or Agents, as
applicable, setting forth the terms of the transaction. In any such
sale to an Agent or Agents as principal, the Company may agree to
pay the applicable Agent or Agents a commission or underwriting
discount that may exceed 2.0% of the gross sales price of the
Company’s common stock sold to such Agent or Agents, as
principal.
The Company intends to use any net cash proceeds it receives from
the issuance and sale by it of any shares of the Company’s common
stock to or through the Agents for general corporate purposes,
including working capital, general and administrative matters and
development of its spaceship fleet and other infrastructure to
scale its commercial operations.
The Distribution Agency Agreement (which includes, as an exhibit
thereto, the form of Terms Agreement) is filed herewith as Exhibit
1.1. The description of the Distribution Agency Agreement and any
Terms Agreement contained herein does not purport to be complete
and is qualified in its entirety by reference to the Distribution
Agency Agreement (including such form of Terms Agreement included
therein) filed herewith as an exhibit and incorporated herein by
reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
1.1 |
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5.1 |
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23.1 |
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104 |
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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.
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Virgin Galactic Holdings, Inc. |
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Date: August 4, 2022 |
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By: |
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/s/ Douglas Ahrens |
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Name: |
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Douglas Ahrens |
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Title: |
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Executive Vice President, Chief Financial Officer and
Treasurer |
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