8-KMaterial AgreementsExhibits & Filings

AST SpaceMobile, Inc. 8-K Report, Material Agreement (Sep 9, 2022)

Filed September 9, 2022For Securities:ASTS

Summary

AST SpaceMobile, Inc. (ASTS) has filed an 8-K report on September 9, 2022, to disclose the entry into a material definitive agreement. The company entered into an Equity Distribution Agreement, commonly known as a "at the market" offering, with Evercore Group L.L.C. and B. Riley Securities, Inc. as agents. This agreement allows AST SpaceMobile to sell shares of its Class A common stock, with an aggregate sales price of up to $150.0 million, over a period of up to two years, or until the full amount is sold. This offering provides AST SpaceMobile with flexible capital raising capabilities to potentially fund its ongoing operations and strategic initiatives. The company has the option to suspend or terminate sales under this agreement at any time. The shares will be issued under the company's existing shelf registration statement. Investors should note that this offering is in addition to, but with a prioritization clause over, a previously disclosed common stock purchase agreement with B. Riley Principal Capital, LLC.

Key Highlights

  • 1Entered into an Equity Distribution Agreement for an "at the market" offering of up to $150.0 million of Class A common stock.
  • 2The offering is conducted through sales agents Evercore Group L.L.C. and B. Riley Securities, Inc.
  • 3The agreement allows for flexible capital raising, with the company able to suspend or terminate sales at its discretion.
  • 4The offering has a term of up to two years or until the $150.0 million aggregate sales price is reached.
  • 5Shares will be sold under the company's existing Form S-3 shelf registration statement and a prospectus supplement filed on September 8, 2022.
  • 6The company will pay agents a commission of up to 3.0% of gross sales price per share sold.
  • 7This new offering takes precedence over the existing Common Stock Purchase Agreement with B. Riley Principal Capital, LLC, unless AST SpaceMobile notifies the agents otherwise.

Frequently Asked Questions

The Equity Distribution Agreement establishes an 'at the market' offering, allowing AST SpaceMobile to sell shares of its Class A common stock to the public over time. This provides the company with a flexible way to raise capital, potentially up to $150.0 million, to support its business operations and strategic goals.

The company can raise an aggregate sales price of up to $150.0 million through the sale of its Class A common stock under this agreement.

The Sales Agreement will terminate on the earlier of: (1) the sale of shares totaling $150.0 million in aggregate sales price, (2) termination by either AST SpaceMobile or the agents, or (3) the second anniversary of the signing of the Sales Agreement.

Yes, the Company has agreed under the new Sales Agreement that it will not sell any Class A Common Stock pursuant to the previous Common Stock Purchase Agreement with B. Riley Principal Capital, LLC unless it notifies the agents under the new Sales Agreement that it will not sell Shares under the new Sales Agreement. This implies the new 'at the market' offering takes priority.