BlackSky Technology Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
$BKSY
Radio And Television Broadcasting And Communications Equipment
Technology
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): September 24, 2024
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS. Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
(571 ) 267-1571
(Registrant’s telephone number, including area code)
Not Applicable
(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) | |||||
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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Item 1.01. Entry into a Material Definitive Agreement.
On September 24, 2024, BlackSky Technology Inc., a Delaware corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc., as representative of the several underwriters listed in Schedule 1 to the Underwriting Agreement (the “Underwriters”), relating to the sale and issuance of an aggregate of 10,000,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”). The offering price to the public of the Shares is $4.00 per share, and the Underwriters have agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $3.76 per share. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,500,000 shares of Common Stock at a price to the public of $4.00 per share.
The Company estimates that the gross proceeds from the offering, before deducting the underwriting discounts and commissions and other offering expenses, will be approximately $40.0 million or approximately $46.0 million if the Underwriters’ option to purchase additional shares is exercised in full.
The Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-267889), and a related prospectus and prospectus supplement, filed with the Securities and Exchange Commission. The offering is expected to close on September 26, 2024, subject to the satisfaction of customary closing conditions.
The foregoing description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events.
A copy of the press release announcing the public offering and a copy of the press release announcing the pricing of the public offering are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | Description | |||||||
| 1.1 | ||||||||
| 5.1 | ||||||||
| 23.1 | ||||||||
99.1 | ||||||||
99.2 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
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.
BLACKSKY TECHNOLOGY INC. | ||||||||||||||
Dated: | September 25, 2024 | By: | /s/ Henry Dubois | |||||||||||
Name: | Henry Dubois | |||||||||||||
| Title: | Chief Financial Officer | |||||||||||||