8-K
Nextnav Inc. (NN)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 9, 2022
NEXTNAV INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40985 | 87-0854654 |
|---|---|---|
| (State or other jurisdiction of<br>incorporation or organization) | (Commission<br><br><br>File Number) | (I.R.S. Employer <br>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. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
Director Resignation
On August 9, 2022, Peter J. Barris notified NextNav Inc. (the “Company”) of his decision to resign from the board of directors of the Company (the “Board”) and all committees thereof, effective immediately. The resignation of Mr. Barris was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment of Neil S. Subin as Director
On August 9, 2022, the Board, following the recommendation of the Nominating and Corporate Governance Committee of the Board appointed Neil S. Subin as a director with his term expiring at the Company’s 2023 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. Subin has been appointed to the Nominating and Corporate Governance Committee of the Board.
Mr. Subin’s cash compensation will be consistent with the cash compensation provided to all of the Company’s non-employee directors (other than Bandel Carano who has elected to receive his director compensation in the form of restricted stock in lieu of cash compensation). Under the Company’s current non-employee director compensation policy, Mr. Subin will receive an annual cash retainer of $50,000 for his service on the Board and the Nominating and Corporate Governance Committee of the Board, which will be prorated for 2022, and an initial award of restricted stock under the NextNav Inc. 2021 Omnibus Incentive Plan with a prorated grant date value of $116,301.
The Company also entered into an indemnity agreement with Mr. Subin 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 Annual Report on Form 10-K filed with the SEC on March 23, 2022.
No arrangement or understanding exists between Mr. Subin and any other person pursuant to which Mr. Subin was appointed as a director. There are no transactions in which Mr. Subin has an interest which would require disclosure under Item 404(a) of Regulation S-K of the Securities Act of 1933, as amended.
Item 8.01. Other Events.
On August 10, 2022, the Company issued a press release announcing Mr. Subin’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 August 10, 2022 |
| 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: August 10, 2022
| NEXTNAV INC. | ||
|---|---|---|
| By: | /s/ Christian D. Gates | |
| Name: | Christian D. Gates | |
| Title: | Chief Financial Officer |
Exhibit 99.1
NextNav Announces Appointment of Neil Subin as New Board Member
Long-Serving Board Member Peter Barris to Step Down
MCLEAN, Va. – August 10, 2022 – NextNav (Nasdaq: NN), a leader in next generation GPS, today announced that Neil S. Subin has joined the company’s board of directors effective today. Mr. Subin replaces Peter Barris, who was recently named Chairman of the Board of Trustees of Northwestern University.
“We are delighted to welcome Neil to NextNav’s board,” commented Gary Parsons, the Chairman of NextNav. “Neil is a respected leader with deep financial expertise and a proven track record of developing technology companies, especially within the telecommunications industry. His wealth of experience and insights will be invaluable as we continue to grow as a public company. We would also like to thank Peter Barris for his many years of service to the company and wish him well in his new role as Board Chairman at Northwestern.”
Mr. Subin currently serves as Chief Investment Officer for MILFAM, a single-family office. Throughout his career, Mr. Subin has served as a director and major shareholder for a number of telecommunications companies through various cycles of their growth and development. His efforts include advising companies on the appropriate approach to support the growth and development of their spectrum assets via effective financial and operating plans. He has also been integral in providing substantial transaction support for spectrum assets tied to several of the major telecommunications companies which has resulted in significant value creation for these businesses.
“I'm honored to be joining NextNav’s board of directors,” said Neil S. Subin. “With its strong executive team, cutting-edge technology and valuable nationwide spectrum holdings, I believe that NextNav is well positioned to deliver on its mission to provide superior 3D geolocation services, protect critical infrastructure through GPS and timing resiliency, and drive significant long term value creation for shareholders.”
Mr. Subin has been an active member of numerous boards of directors and currently serves on the boards of Alimco Financial Corp, Centrus Energy Corp, Frontiersman Holdings, Inc., and Quantlab Financial LLC.
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