NEXTNAV INC

Current report

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes from the risk factors set forth inour 2024 Annual Report, other than as described below.

Current report

The indenture governing our 5% Senior Secured Convertible Notes due in 2028 (the “2028 Notes”) contains restrictions and other provisions regarding events of default that may make it more difficult to execute our strategy or to effectively compete, or that could materially and adversely affect our financial position.

Current report

Subject to certain exceptions and qualifications, the indenture governing the 2028 Notes (the “Indenture”) restricts our ability to, among other things, (i) incur indebtedness, other than certain forms of permitted debt, (ii) issue any preferred equity interests, (iii) create or permit to exist any lien on any property, other than certain limited forms of permitted encumbrances, (iv) merge, amalgamate, consolidate or sell all or substantially all assets, (v) make or hold any investment, other than certain forms of permitted investments, (vi) consummate certain asset sales, (vii) pay any dividend or other distribution with respect to any of our capital stock, (viii) make any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any of our capital stock or any option, warrant or other right to acquire any such capital stock, (ix) dispose or transfer intellectual property that is material to our business or (x) effect any transaction that would result in an adjustment to the conversion price of the 2028 Notes to an amount less than $2.05 per share of common stock. These restrictions, and others set forth in the Indenture as discussed below, may make it difficult to successfully execute our business strategy or effectively compete with others that are not similarly restricted.

Current report

The Indenture also provides that a number of events will constitute an event of default, including, among other things, (i) a failure to pay interest or any other amount on the 2028 Notes for 30 days, (ii) a failure to pay the principal of the 2028 Notes when due at maturity, upon any required repurchase, upon declaration of acceleration or otherwise, (iii) a failure to comply with our obligations to convert the 2028 Notes in accordance with the Indenture upon exercise of a holder’s conversion right within five business days, (iv) a failure to issue a Fundamental Change Company Notice (as defined in the Indenture) within five business days after the due date, (v) any breach of our covenants with respect to consummating restricted consolidations, mergers, or other sale transactions, (vi) the failure to comply with any of our other agreements contained in the Indenture or the 2028 Notes for 60 days after notice from the trustee or certain holders, (vii) the failure by certain of our subsidiaries to guarantee the 2028 Notes pursuant to their obligations, (viii) an invalid or unperfected lien on any material portion of the collateral, subject to certain exceptions, (ix) a default or other failure by us to make required payments under our other indebtedness for money borrowed in excess of $1 million in the aggregate, (x) a failure by us to pay final legal, arbitral or other judgments aggregating $1 million or more, and (xi) certain events of liquidation, reorganization, bankruptcy or insolvency.

Current report

If an event of default occurs and is continuing, additional interest will accrue on the 2028 Notes at a rate of 2% per annum of the principal amount of the 2028 Notes outstanding as of the occurrence of the event of default. We will also be required to pay additional interest of up to 0.50% per annum if (x) we fail to timely make certain required filings with the SEC, until such filings are made, or (y) the 2028 Notes are not otherwise freely tradeable under Rule 144 under the Securities Act. If we fail to pay interest on the 2028 Notes for 30 days or the principal of the 2028 Notes when due, the trustee has the right to declare all the 2028 Notes to be due and payable immediately. In the case of certain events of bankruptcy, all outstanding 2028 Notes will become due and payable immediately. Any such events of default or other acceleration of, or any increase in the amounts otherwise payable on, our debt could have a material adverse effect on our liquidity, particularly if we are unable to negotiate mutually acceptable terms with the holders of the 2028 Notes or if alternate funding is not available to us. Furthermore, if we are unable to repay the 2028 Notes upon an acceleration or otherwise, we could be forced into bankruptcy or liquidation.

Current report

In the event of certain non-ordinary course asset sales, including sales of certain intellectual property or spectrum licensed by the Federal Communications Commission to us or our subsidiaries, we must make a mandatory repurchase offer for a portion of the 2028 Notes outstanding with the proceeds of such sale, at a price equal to 100% of the aggregate principal amount of the 2028 Notes subject to such repurchase, together with accrued and unpaid interest thereon to the date of the repurchase, subject to certain thresholds and limitations set forth in the Indenture.

Current report

In addition, in the event of a Fundamental Change (as defined in the Indenture), each holder has the right, at such holder’s option and subject to the limitations set forth in the Indenture, to require us to repurchase for cash all of such holder’s 2028 Notes in an amount equal to the greater of (i) the then outstanding principal amount of 2028 Notes held, plus all accrued and unpaid interest to such date and (ii) the consideration each holder of 2028 Notes would have received if such holder had converted the 2028 Notes into our common stock immediately prior to such Fundamental Change.

Current report

Warrants to purchase common stock are exercisable, which could increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

Current report

We have a significant number of outstanding warrants for the purchase of common stock. Outstanding warrants to purchase an aggregate of 18,749,960 shares of common stock became exercisable on November 27, 2021 in accordance with the terms of the warrant agreement governing those securities. These warrants consist of 14,715,170 public warrants and 4,034,790 private placement warrants, related to the initial public offering and financing of Spartacus(a Delaware special purpose acquisition company with which we consummated a business combination in 2021). The 4,034,790 private placement warrants have been registered pursuant to an effective registration statement. Each warrant entitles its holder to purchaseone share of common stock at an exercise price of $11.50 per share and will expire at 5:00 p.m., New York time, on October 28, 2026, or earlier upon redemption of our common stock or our liquidation. To the extent warrants are exercised, additional shares of common stock will be issued, which will result in dilution to our then existing stockholders and increase the number of shares eligible for resale in the public market.

Current report

Moreover, in conjunction with the issuance of our senior secured notes in 2023 (refer to Note 8 to our condensed consolidated financial statements for the three months ended March 31, 2025 included elsewhere in this Quarterly Report on Form 10-Q for more information), we issued an aggregate of 25,925,927 warrants (the “2023 Debt Warrants”) at an exercise price of $2.16 to purchase shares of our common stock to certain of the purchasers thereof. The 2023 Debt Warrants will expire at 5:00 p.m., New York time, on June 1, 2027. As of March 31, 2025,10,747,332 2023 Debt Warrants were outstanding.

Current report

Additionally, in conjunction with the issuance of the 2028 Notes in 2025 (refer to Note 8 to our condensed consolidated financial statements for the three months ended March 31, 2025 included elsewhere in this Quarterly Report on Form 10-Q for more information), we issued 7,800,000 warrants (the “2025 Debt Warrants” and, together with the 2023 Debt Warrants, the “Debt Warrants”) with exercise prices ranging from $12.56 to $20.00 per share to certain of the purchasers thereof. The 2025 Debt Warrants will expire at 5:00 p.m., New York time, on December 31, 2028. As of March 31, 2025,7,800,000 2025 Debt Warrants were outstanding.

Current report

Sales of substantial numbers of shares of our common stock underlying the Debt Warrants in the public market will dilute existing stockholders, may reduce the book value of existing shares of common stock and could depress the market price of our common stock.