0001865631 false 0001865631 2025-03-12 2025-03-12 0001865631 nn:WarrantsEachToPurchaseOneShareOfCommonStockMember 2025-03-12 2025-03-12 0001865631 nn:CommonStockParValue0.0001PerShareMember 2025-03-12 2025-03-12

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): March 12, 2025

 

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 March 12, 2025NextNav Inc. issued a press release announcing its financial results for the twelve months ended December 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 March 12, 2025
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: March 12, 2025

 

                                                                            

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

 

3

Exhibit 99.1

NextNav Inc. Reports Fourth Quarter and Full Year 2024 Results

Successfully Completed Lab and Field Demonstrations Validating Effectiveness of NextNav's 5G PRS-based PNT solution

NOI Issued by FCC Chairman Carr Demonstrates Commitment to GPS Complement and Backup

RESTON, VA., March 12, 2025 – NextNav Inc. (NASDAQ: NN) a leader in next generation positioning, navigation, and timing (PNT) and 3D geolocation, today reported financial results for NextNav’s fourth quarter and full year ended December 31, 2024.

Mariam Sorond, NextNav CEO said, 2024 was a pivotal year for NextNav as we established a strong foundation to advance our vision for a terrestrial complement and backup to GPS. We made significant progress through our regulatory efforts and our engagement in engineer-to-engineer dialogue with key stakeholders.

As we enter 2025, we are eager to continue working with the Federal Communications Commission (“FCC”), now led by Chairman Carr. The recently released draft Notice of Inquiry highlights the critical need for a complement and backup to GPS. Chairman Carr’s prompt action is a foundational step in advancing a critical national security need and we are ready to work alongside the Chairman and Commissioners and FCC staff to move towards GPS resiliency.

Beyond regulatory initiatives, we are actively advancing our NextGen solution. We recently completed lab and field demonstrations of our innovative PNT solution and entered into agreements to build an over-the-air demonstration network featuring 5G-based terrestrial 3D PNT with standards-compliant equipment. We are excited about the progress to date and remain focused on executing our strategic roadmap and driving innovation in geolocation technology.

Recent Operational Highlights

  • NextNav Published Poll of Bipartisan Support for GPS Backup and Complement: On March 10, 2025, NextNav released the results of a poll by Public Policy Polling which showed overwhelming bipartisan support for a complement and backup to GPS fueled by implications for public safety, national security, global competition, and economic stability.
  • NextNav Submits Filing with FCC Detailing Technical Analysis of Coexistence with Unlicensed: On February 27, 2025, NextNav filed a detailed technical analysis of co-existence with the FCC, showing that unlicensed operations can continue in the band in the presence of 5G. 
  • NextNav Successfully Demonstrates Positioning Reference Signal-Based PNT Technology: NextNav successfully completed lab and field demonstrations of its innovative PNT solution based on Positioning Reference Signal (PRS) standards in 5G waveforms. The tests validated the effectiveness of NextNav's 5G PRS-based PNT solution, demonstrating precise timing synchronization and robust positioning capabilities, establishing a foundation for widespread commercial deployment.
     
  • Peake Advisors (Diane Rinaldo) Files Literature Review with FCC: A leading expert in 5G and telecommunications security, Diane Rinaldo, filed a literature review with the FCC on February 21, 2025. The review emphasizes the severe risks of prolonged GPS disruptions to national security and infrastructure and the benefits of a system-of-systems approach to PNT modernization -- fortifying GPS while diversifying backup solutions across space- and terrestrial-based systems.
  • Renee Gregory Joins NextNav as VP of Regulatory Affairs: Joining NextNav in February, 2025, Renee will lead NextNav’s FCC approval and compliance efforts. Renee brings 20 plus years of experience across government and the private sector, having held senior advisory roles at the White House, NTIA, and FCC.
     

Three and Twelve Months Ended December 31, 2024 Financial Highlights

  • Revenue: was $1.9 million in the three months ended December 31, 2024, as compared to $1.2 million in the prior year period. In the twelve months ended December 31, 2024, revenue was $5.7 million, as compared to $3.9 million in the prior year period. The increase in both the three and twelve months ended December 31, 2024, was primarily driven by an increase in service revenue from technology and services contracts with government and commercial customers. 
1


  • Operating Loss: was $14.8 million in the three months ended December 31, 2024, as compared to an operating loss of $19.9 million in the prior year period. In the twelve months ended December 31, 2024, operating loss was $60.1 million, as compared to $63.5 million in the prior year period. The decrease in both the three and twelve months ended December 31, 2024, was primarily driven by lower stock-based compensation expense, partially offset by higher payroll-related expenses and professional services.
  • Net Loss: was $32.3 million in the three months ended December 31, 2024, including a loss on the change in fair value of warrants and liability associated with the Telesaurus asset purchase of $14.9 million, as compared to a net loss of $16.4 million in the prior year period, including a gain on the fair value of the warrants of $5.7 million. In the twelve months ended December 31, 2024, net loss was $101.9 million including a loss on the change in fair value of warrants, net of gain associated with the settlement of liability associated with the Telesaurus asset purchase, of $32.2 million, as compared to a net loss of $71.7 million in the prior year period, including a loss on the fair value of the warrants of $4.1 million. 
  • Balance Sheet: as of December 31, 2024, the Company had $80.1 million in cash, cash equivalents, and short-term investments and has $54.6 million in debt net of unamortized discount attributed to transaction costs and the issuance of warrants, with a gross value of $70.0 million.

Conference Call Information

NextNav will host a conference call for analysts and investors at 5:00 pm ET on Wednesday, March 12, 2025.

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/Q4I629366. 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 will be available through March 19, 2025. To receive replay details, please register through the link above. After registering for replay details, each participant will be provided with call details and access codes to listen to the call playback.

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.

2



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 “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. 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 achievement of certain FCC-related milestones and FCC approvals, 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, those included in Part I, Item 1A, “Risk Factors” of the NextNav’s most recent Annual Report on Form 10-K, and in Part II, Item 1A, “Risk Factors” of the Company’s subsequent quarterly reports on Form 10-Q, as well as those otherwise described or updated from time to time in our other filings with the Securities and Exchange Commission (the “SEC”). 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.

Contact:

Katie Eskwitt

Sloane & Company

Keskwitt@sloanepr.com


3



NextNav Inc.

Consolidated Balance Sheets

 

 

 

December 31,

 

 

 

2024 (unaudited)

 

 

2023

 

 

 

(in thousands)

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

39,330

 

 

$

81,878

 

Short term investments

 

 

40,785

 

 

 

3,954

 

Accounts receivable

 

 

3,301

 

 

 

2,332

 

Other current assets

 

 

2,629

 

 

 

3,056

 

Total current assets

 

$

86,045

 

 

$

91,220

 

Property and equipment, net of accumulated depreciation of $13,716 and $9,724 at December 31, 2024 and 2023, respectively

 

 

17,974

 

 

 

21,561

 

Operating lease right-of-use assets

 

 

17,368

 

 

 

19,267

 

Goodwill

 

 

16,966

 

 

 

17,977

 

Intangible assets, net

 

 

9,589

 

 

 

10,625

 

Other assets

 

 

13,798

 

 

 

1,508

 

Total assets

 

$

161,740

 

 

$

162,158

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

858

 

 

$

391

 

Accrued expenses and other current liabilities

 

 

8,536

 

 

 

6,592

 

Operating lease current liabilities

 

 

2,462

 

 

 

2,523

 

Deferred revenue

 

 

288

 

 

 

297

 

Total current liabilities

 

$

12,144

 

 

$

9,803

 

 

 

 

 

 

 

 

 

 

Warrants

 

 

28,707

 

 

 

7,053

 

Operating lease noncurrent liabilities

 

 

14,352

 

 

 

15,145

 

Other long-term liabilities

 

 

1,795

 

 

 

1,614

 

Long-term debt, net of debt issuance cost and discount

 

 

54,621

 

 

 

48,447

 

Total liabilities

 

$

111,619

 

 

$

82,062

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Common Stock, authorized 500,000,000 shares; 131,268,940 and 111,261,434 shares issued and 131,136,712 and 111,132,222 shares outstanding at December 31, 2024 and 2023, respectively

 

$

14

 

 

$

12

 

Additional paid-in capital

 

 

912,241

 

 

 

837,416

 

Accumulated other comprehensive income

 

 

665

 

 

 

2,198

 

Accumulated deficit

 

 

(862,106

)

 

 

(760,227

)

Common stock in treasury, at cost, 132,228 and 129,212 shares at December 31, 2024 and December 31, 2023, respectively

 

 

(693

)

 

 

(665

)

Total stockholders’ equity

 

$

50,121

 

 

$

78,734

 

Non-controlling interests

 

 

 

 

 

1,362

 

Total liabilities and stockholders’ equity

 

$

161,740

 

 

$

162,158

 

 

4


 

NextNav INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(IN THOUSANDS, EXCEPT SHARE DATA)

 

                                                                                                                                                              

 

 

Year Ended December 31,

 

 

 

2024 (unaudited)

 

 

2023

 

 

 

 

 

Revenue

 

$

5,669

 

 

$

3,862

 

Operating expenses:

 

 

 

 

 

 

 

 

Cost of goods sold (exclusive of depreciation and amortization)

 

 

10,777

 

 

 

12,743

 

Research and development

 

 

16,242

 

 

 

19,503

 

Selling, general and administrative

 

 

33,510

 

 

 

30,324

 

Depreciation and amortization

 

 

5,238

 

 

 

4,821

 

Total operating expenses

 

$ 

65,767

 

 

$

67,391

 

Operating loss

 

 

(60,098

)

 

 

(63,529

)

Other income (expense):

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(9,401

)

 

 

(3,664

)

Change in fair value of warrants

 

 

(33,177

)

 

 

(4,101

)

Other income (loss), net

 

 

970

 

 

 

(220

)

Loss before income taxes

 

$

(101,706

)

 

$

(71,514

)

Provision for income taxes 

 

 

173

 

 

 

221

 

Net loss

 

$

(101,879

)

 

$

(71,735

)

Foreign currency translation adjustment 

 

 

(1,533

)

 

 

827

 

Comprehensive loss

 

$

(103,412

)

 

$

(70,908

)

Net loss

 

$

(101,879

)

 

$

(71,735

)

Net loss attributable to common stockholders

 

$

(101,879

)

 

$

(71,735

)

Weighted average of shares outstanding – basic and diluted

 

 

121,500

 

 

 

107,972

 

Net loss attributable to common stockholder per share – basic and diluted

 

$

(0.84

)

 

$

(0.66

)

 

5


 

 NextNav INC.

Consolidated Statements of Cash Flows

 

 

Year Ended December 31,

 

 

 

2024 (unaudited)

 

 

2023

 

 

 

(in thousands)

 

Operating activities

 

 

 

 

 

 

Net loss

 

$

(101,879

)

 

$

(71,735

)

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

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

5,238

 

 

 

4,821

 

Equity-based compensation

 

 

13,856

 

 

 

21,838

 

Change in fair value of warrant liability

 

 

33,177

 

 

 

4,101

 

Change in fair value of Asset Purchase Agreement liability

 

 

(966

)

 

 

 

Realized and unrealized gain on marketable securities

 

 

(888

)

 

 

(546

)

Equity method investment loss

 

 

175

 

 

 

191

 

Asset retirement obligation accretion

 

 

76

 

 

 

66

 

Amortization of debt discount

 

 

6,174

 

 

 

3,151

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivables

 

 

(969

)

 

 

(164

)

Other current assets

 

 

388

 

 

 

537

 

Other assets

 

 

110

 

 

 

119

 

Accounts payable

 

 

467

 

 

 

(627

)

Deferred revenue

 

 

(9)

 

 

 

202

 

Accrued expenses and other liabilities

 

 

5,990

 

 

 

1,884

 

Operating lease right-of-use assets and liabilities

 

 

1,052

 

 

 

722

 

Net cash used in operating activities

 

$

(38,008

)

 

$

(35,440

)

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

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

 

 

(350

)

 

 

(2,751

)

Purchase of internal use software

 

 

(442

)

 

 

(983

)

Purchase of marketable securities

 

 

(82,443

)

 

 

(37,441

)

Sale and maturity of marketable securities

 

 

46,500

 

 

 

42,249

 

Payment for Asset Purchase Agreement liability

 

 

(2,732

)

 

 

 

Net cash provided by (used in) investing activities

 

$

(39,467

)

 

$

1,074

 

 

 

 

  

 

 

 

  

 

Financing activities

 

 

 

 

 

 

 

 

Proceeds from senior secured notes

 

 

 

 

 

70,000

 

Payments towards debt issuance cost

 

 

 

 

 

(1,861

)

Payments towards debt

 

 

(111

)

 

 

(110

)

Proceeds from exercise of common stock options

 

 

3,787

 

 

 

73

 

Proceeds from exercise of common warrants

 

 

31,387

 

 

 

882

 

Redemption of non-controlling interests

 

 

40

 

 

 

 

Net cash provided by financing activities

 

$

35,103

 

 

$

68,984

 

Effect of exchange rates on cash and cash equivalents

 

 

(176

)

 

 

30

 

Net increase (decrease) in cash and cash equivalents

 

 

(42,548

)

 

 

34,648

 

Cash and cash equivalents at beginning of period

 

 

81,878

 

 

 

47,230

 

Cash and cash equivalents at end of period

 

$

39,330

 

 

$

81,878

 

 

  

 

  

 

 

 

  

  

Non-cash investing and financing information and supplemental disclosures

 

 

 

 

 

 

 

 

Capital expenditure included in Accrued expenses and other current liabilities

 

$

78

 

 

$

285

 

Reclassification of warrant liability to common stock warrants

 

$

11,523

 

 

$

1,248

 

Issuance of warrants

 

$

 

 

$

22,843

 

Interest paid in shares

 

$

3,842

 

 

$

1,888

 

Interest paid in cash

 

$

3,502

 

 

$

1,808

 

Income taxes paid, net

 

$

195

 

 

$

147

 

 

6

 

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Entity Registrant Name NEXTNAV INC.
Entity Central Index Key 0001865631
Entity File Number 001-40985
Entity Tax Identification Number 87-0854654
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Title of 12(b) Security Warrants, each to purchase one share of Common Stock
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