Satellogic Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits

false 0001874315 0001874315 2025-10-15 2025-10-15 0001874315 satl:ClassACommonStockCustomMember 2025-10-15 2025-10-15 0001874315 satl:WarrantsCustomMember 2025-10-15 2025-10-15

 

WASHINGTON, DC 20549 

 

 

 

 

Pursuant to Section 13 or 15(d) of the

 

 

 

(Exact Name of Registrant as Specified in Charter) 

 

 

 

Davidson, NC 28036
(Address of Principal Executive Offices, and Zip Code)

 

(Registrant’s Telephone Number, Including Area Code)

 

(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 (see General Instruction A.2. below):

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

 

 

Item 1.01.         Entry into a Material Definitive Agreement.

 

On October 15, 2025, Satellogic Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co., as representative of the underwriters named therein (the “Underwriters”), in connection with an underwritten public offering of 27,692,308 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”), at a public offering price of $3.25 per Share.

 

Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 4,153,846 additional Shares. The gross proceeds to the Company from the offering are expected to be approximately $90 million, before deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. All of the Shares are being sold by the Company. The offering closed on October 17, 2025.

 

The offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-283719) previously filed with the Securities and Exchange Commission and declared effective on March 31, 2025, and a preliminary and final prospectus supplement thereunder.

 

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including liabilities arising under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The Underwriting Agreement has been filed with this Current Report on Form 8-K to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

 

The preceding summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

 

A copy of the opinion of King & Spalding LLP regarding the validity of the shares of Class A common stock sold in the offering is attached as Exhibit 5.1 hereto and incorporated herein by reference.

 

Item 9.01.        Financial Statements and Exhibits.

 

(d)         Exhibits.

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: October 17, 2025