false 0001865631 0001865631 nn:CommonStockParValue0.0001PerShareMember 2024-05-08 2024-05-08 0001865631 nn:WarrantsEachToPurchaseOneShareOfCommonStockMember 2024-05-08 2024-05-08 0001865631 2024-05-08 2024-05-08

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): May 8, 2024

 

NEXTNAV INC.

(Exact name of registrant as specified in its charter)

 

                                              
Delaware   001-40985   87-0854654
(State or other jurisdiction of
    incorporation or organization)
 

(Commission File Number)

  (I.R.S. 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 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.  

 

 

 

1


 

Item 2.02. Results of Operations and Financial Condition.

 

On May 8, 2024NextNav Inc. issued a press release announcing its financial results for the three months ended March 31, 2024. A full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

This information, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933, as amended.

 

Item 9.01. Financial Statements and Exhibits.

  

(d) Exhibits.

 

                                            

Exhibit   Description
99.1   Press release dated May 8, 2024
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)


2


 

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: May 8, 2024

 

                                                                            

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

 

3

Exhibit 99.1

 

NextNav Inc. Reports First Quarter 2024 Results

Filed Rulemaking Petition with FCC on April 16, 2024

Lays Out New Vision for Complement and Backup to GPS with Additional Spectrum for Broadband Services

McLean, VA., May 8, 2024 – NextNav Inc. (NASDAQ: NN) (“NextNav” or the “Company”) a leader in next generation positioning, navigation, and timing (PNT) and 3D geolocation, today reported financial results for NextNav’s first quarter ended March 31, 2024.

Mariam Sorond, NextNav CEO stated, “NextNav is off to an exciting start to the year. We recently filed a petition for rulemaking with the Federal Communications Commission, proposing rearranging the Lower 900 MHz band to enable its use for terrestrial 3D positioning, navigation and timing services, and 5G broadband. 

Our petition is a significant first step in efforts to deliver an innovative spectrum solution in the Lower 900 MHz band. As we move forward, we look forward to working closely with the FCC to make this vision a reality. We believe we have presented a petition that explains the urgency of 3D PNT services to the FCC, while also providing a viable solution to an issue of great importance to national security, our economy, and public safety.”

Recent Operational Highlights

  • NextNav Files FCC Petition for Rulemaking: NextNav filed a rulemaking petition asking the Federal Communications Commission on April 16, 2024, to deliver an innovative spectrum solution in the Lower 900 MHz band, proposing rearranging the band to facilitate a terrestrial 3D PNT network and broadband.
  • NextNav Receives Court Approval: On March 28, 2024, the Superior Court of the State of California, County of Alameda issued an Order approving the sale of licenses covering an additional 4 MHz in the Lower 900 MHz band. Court approval provided NextNav with the greenlight to move forward with obtaining FCC approval.

Three Months Ended March 31, 2024 Financial Highlights

  • Revenue: was $1.0 million in the three months ended March 31, 2024, as compared to $830,000 in the prior year period. The increase was primarily attributable to increased recurring service revenue in the current period from technology and services contracts with commercial customers. 
  • Operating Loss: was $16.2 million in the three months ended March 31, 2024, as compared to an operating loss of $14.0 million in the prior year period, primarily driven by increases in stock-based compensation expense and payroll-related expenses.
  • Net Loss: was $31.6 million in the three months ended March 31, 2024, including a loss on the fair value of warrants of $13.2 million, as compared to a net loss of $16.3 million in the prior year period, including a loss on the fair value of the warrants of $2.8 million.
  • Balance Sheet: as of March 31, 2024, the Company had $73.3 million in cash and cash equivalents, $5.9 million in short term investments and has $49.9 million in debt net of unamortized discount attributed to transaction costs and the issuance of warrants, with a gross value of $70.0 million.
1


 

Conference Call Information

NextNav will host a conference call for analysts and investors at 5:00 pm ET on Wednesday, May 8, 2024

Registration for the conference call can be completed by visiting the following website prior to, or on the day of, the conference call: https://registrations.events/direct/Q4I629362. After registering, each participant will be provided with call details and a registrant ID. Reminders will also be sent to registered participants via email. Alternatively, the conference call will be available via a live webcast.

To access the live webcast or a replay, visit the Company’s investor relations website at https://ir.nextnav.com/.

A replay of the call can also be accessed via phone through May 15, 2024 by dialing (800) 770-2030 from the U.S., or (647) 362-9199 from outside the U.S. The conference I.D. number is 62936.

About NextNav Inc.

NextNav Inc. (Nasdaq: NN) is a leader in next generation positioning, navigation and timing (PNT), enabling a whole new ecosystem of applications and services that rely upon 3D geolocation and PNT technology. Powered by low-band licensed spectrum, NextNav's positioning and timing technologies deliver accurate, reliable, and resilient 3D PNT solutions for critical infrastructure, GPS resiliency and commercial use cases. 

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

Source: NN-FIN

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “ “may,” “anticipate,” “believe,” “expect,” “intend,” “might,” “plan,” “possible,” “potential,” “aim,” “strive,” “predict,” “project,” “should,” “could,” “would,” “will” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements, which involve risks and uncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to NextNav’s future prospects, developments and business strategies. In particular, such forward-looking statements include the approval by the FCC of the transfer of the licenses, closing of the transactions described herein, the achievement of certain FCC-related milestones, the ability to realize the broader spectrum capacity and the advancement of NextNav’s terrestrial 3D PNT services, NextNav’s position to drive growth in its 3D geolocation business and expansion of its next generation terrestrial 3D PNT technologies, the business plans, objectives, expectations and intentions of NextNav, and NextNav’s estimated and future business strategies, competitive position, industry environment,  potential growth opportunities, revenue, expenses, and profitability. These statements are based on NextNav’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events.

Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside NextNav’s control that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (1) the risk that the requisite regulatory approvals are not obtained; (2) the ability to recognize the anticipated financial and other benefits of the transactions, which may be affected by, among other things, competition, the ability of NextNav to  manage costs and otherwise grow its business profitably, maintain relationships with customers and suppliers and retain its management and key employees; and (4)  the possibility that NextNav may be adversely affected by other economic, business and/or competitive factors. New risks and uncertainties arise from time to time, and it is impossible for NextNav to predict these events or how they may affect the Company. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and NextNav undertakes no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.  For additional information regarding risk factors, see Part II, Item 1A, “Risk Factors” of the Company’s quarterly report on Form 10-Q, and Part I, Item 1A, “Risk Factors” of the NextNav’s Annual Report on Form 10-K for the year ended December 31, 2023, as well as those otherwise described or updated from time to time in our other filings with the Securities and Exchange Commission (the “SEC”).

 

Contact:

Erica Bartsch

Sloane & Company

ebartsch@sloanepr.com

212-446-1875

2


 

NextNav Inc.

CONDENSED Consolidated Balance Sheets

(UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE DATA)

 

 

 

March 31, 2024

 

 

December 31, 2023

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

73,317

 

 

$

81,878

 

Short term investments

 

 

5,922

 

 

 

3,954

 

Accounts receivable

 

 

1,496

 

 

 

2,332

 

Other current assets

 

 

16,053

 

 

 

3,056

 

Total current assets

 

$

96,788

 

 

$

91,220

 

Network under construction

 

 

1,693

 

 

 

1,676

 

Property and equipment, net of accumulated depreciation of $10,722 and $9,724 at March 31, 2024 and December 31, 2023, respectively

 

 

18,890

 

 

 

19,885

 

Operating lease right-of-use assets

 

 

18,744

 

 

 

19,267

 

Goodwill

 

 

17,581

 

 

 

17,977

 

Intangible assets

 

 

10,362

 

 

 

10,625

 

Other assets

 

 

1,572

 

 

 

1,508

 

Total assets 

 

$

165,630

 

 

$

162,158

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

1,269

 

 

$

391

 

Accrued expenses and other current liabilities

 

 

20,161

 

 

 

6,592

 

Operating lease current liabilities 

 

 

2,423

 

 

 

2,523

 

Deferred revenue

 

 

287

 

 

 

297

 

Total current liabilities

 

$

24,140

 

 

$

9,803

 

Warrants

 

 

17,761

 

 

 

7,053

 

Operating lease noncurrent liabilities

 

 

14,974

 

 

 

15,145

 

Other long-term liabilities

 

 

1,596

 

 

 

1,614

 

Long term debt, net of debt issuance cost and discount

49,890


48,447

Total liabilities

 

$

108,361

 

 

$

82,062

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Common stock, authorized 500,000,000 shares; 112,712,136 and 111,261,434 shares issued and 112,582,924 and 111,132,222 shares outstanding at March 31, 2024 and December 31, 2023, respectively

 

 

12

 

 

 

12

 

Additional paid-in capital

 

 

846,721

 

 

 

837,416

 

Accumulated other comprehensive income 

 

 

1,676

 

 

 

2,198

  

Accumulated deficit

 

 

(791,837

)

 

 

(760,227

)

Common stock in treasury, at cost; 129,212 shares at March 31, 2024 and December 31, 2023

 

 

(665

)

 

 

(665

)

Total stockholders’ equity

 

$

55,907

 

 

$

78,734

 

 Non-controlling interests

 

 

1,362

 

 

 

1,362

 

Total liabilities and stockholders’ equity

 

$

165,630

 

 

$

162,158

 


3


 

 NextNav INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

 

 

 

Three Months Ended

March 31,

 

 

 

2024

 

 

2023

 

Revenue

 

$

1,046

 

 

$

830

 

Operating expenses:

 

 

 

 

 

 

 

 

Cost of goods sold (exclusive of depreciation and amortization) 

 

 

2,761

 

 

 

3,023

 

Research and development

 

 

4,670

 

 

 

4,578

 

Selling, general and administrative

 

 

8,446

 

 

 

6,054

 

Depreciation and amortization

 

 

1,319

 

 

 

1,125

 

Total operating expenses

 

$

17,196

 

 

$  

14,780

 

Operating loss

 

$  

(16,150

)

 

$  

(13,950

)

Other income (expense):

 

 

 

 

 

 

 

 

Interest income (expense)

 

 

(2,168

)

 

 

469

 

Change in fair value of warrants

 

 

(13,176

)

 

 

(2,800

)

Other loss, net

 

 

(72

)

 

 

(81

)

Loss before income taxes

 

$  

(31,566

)

 

$

(16,362

)

Benefit (Provision) for income taxes

 

 

(44

)

 

 

13

Net loss

 

$

(31,610

)

 

$

(16,349

)

Foreign currency translation adjustment

 

 

(522

)

 

 

432

Comprehensive loss

 

$

(32,132

)

 

$

(15,917

)

Net loss

 


(31,610

)

 


(16,349

)

Net loss attributable to common stockholders

 

$

(31,610

)

 

$

(16,349

)

Weighted average of shares outstanding – basic and diluted

 

 

111,061

 

 

 

106,405

 

Net loss attributable to common stockholders per share - basic and diluted

 

$

(0.28

)

 

$

(0.15

)


4


 

NextNav INC.

CONDENSED Consolidated Statements of Cash Flows

(UNAUDITED)

(IN THOUSANDS)

 

 

 

Three Months Ended

March 31,

 

 

 

2024

 

 

2023

 

Operating activities

 

 

 

 

 

 

Net loss

 

$

(31,610

)

 

$

(16,349

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

1,319

 

 

 

1,125

 

Equity-based compensation

 

 

4,244

 

 

 

3,866

 

Change in fair value of warranty liability

 

 

13,176

 

 

 

2,800

Realized and unrealized gain on short term investments

 

 

(50

)

 

 

16

 

Equity method investment loss 

 

 

40

 

 

 

55

 

Asset retirement obligation accretion

 

 

16

 

 

 

15

 

Amortization of debt discount

1,442



Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

836

 

 

979

 

Other current assets

 

 

(434

)

 

 

(46

)

Other assets

 

 

(107

)

 

 

27

Accounts payable

 

 

878

 

 

(364

)

Deferred revenue

 

 

(10

)

 

 

(34

)

Accrued expenses and other liabilities

 

 

3,022

 

 

 

395

Operating lease right-of-use assets and liabilities 

 

 

253

 

 

 

88

 

Net cash used in operating activities 

 

$

(6,985

)

 

$

(7,427

)

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

Capitalization of costs and purchases of network assets, property, and equipment

 

 

(32

)

 

 

(856

)
Purchase of marketable securities

(5,918 )

Sale and maturity of marketable securities

 

 

4,000

 

 

 

5,213

 

Purchase of internal use software

 

 

(163

)

 

 

(341

)

Net cash used in investing activities

 

$

(2,113

)

 

$

4,016

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

Payments towards debt

 

 

(28

)

 

 

(27

)

Proceeds from exercise of stock options

 

 

544

 

 

 

26

 

Net cash provided by financing activities

 

$

516

 

$

(1

)

Effect of exchange rates on cash and cash equivalents

 

 

21

 

 

(5

)

Net decrease in cash and cash equivalents

 

 

(8,561

)

 

 

(3,417

)

Cash and cash equivalents at beginning of period

 

 

81,878

 

 

 

47,230

 

Cash and cash equivalents at end of period

 

$

73,317

 

 

$

43,813

 

 

 

 

 

 

 

 

 

 

Non-cash financing information

 

 

 

 

 

 

 

 

Capital expenditure included in accounts payable

 

$

278

 

 

$

591

 


5


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May 08, 2024
Document Type 8-K
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Document Period End Date May 08, 2024
Entity Registrant Name NEXTNAV INC.
Entity Central Index Key 0001865631
Entity File Number 001-40985
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
City Area Code 800
Local Phone Number 775-0982
Entity Address, Postal Zip Code 22102
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
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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

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