Virgin Galactic Holdings Inc
For the period ended Mar 31, 2025. Filed May 15, 2025.
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Mar 31, 2025 · Filed May 15, 2025
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Item 5. Other Information
Ratification of Prior Shares Issued
On March 14, 2025, our board of directors (the “Board”) adopted resolutions (the “Resolutions”) approving the ratification of the issuance of 351,313 shares of common stock (the “Specified Shares”) that were sold pursuant to an “at-the-market offering” as defined in Rule 415 of the Securities Act of 1933, as amended (the “ATM Program”), which may constitute shares of putative stock pursuant to Section 204 of the Delaware General Corporation Law (the “DGCL”) (the “Ratification”). The issuance of such shares occurred between the dates of March 4, 2025 and March 6, 2025 and, due to the Specified Shares being sold to the public pursuant to the ATM Program at a price per share that was below the floor price that had been previously established by the Board, the Board determined that (i) the failure to obtain approval of the Board to sell the Specified Shares at such prices constituted a “failure of authorization” (as defined in Section 204(h) of the DGCL) causing a “defective corporate act” (as defined in Section 204(h) of the DGCL), and (ii) the Specified Shares constitute putative stock. Any claim that any defective corporate act or putative stock ratified pursuant to the Ratification is void or voidable due to the failure of authorization specified in the Resolutions, or that the Delaware Court of Chancery should declare in its discretion that the Ratification in accordance with Section 204 of the DGCL not be effective or be effective only on certain conditions, must be brought within 120 days from the giving of this notice (which is deemed given on the date that this Quarterly Report on Form 10-Q is filed with the SEC).
10b5-1 Trading Plans
During the three months ended March 31, 2025, none of our officers or directors adopted orterminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non Rule 10b5-1 trading arrangement."
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