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

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WASHINGTON, DC 20549 

 

 

FORM 8-K 

 

 

Pursuant to Section 13 or 15(d) of the

 

 

 

(Exact Name of Registrant as Specified in Charter) 

 

 

Davidson, NC 28036
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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).

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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 Agreement.

 

On April 9, 2025, Satellogic Inc. (the “Company”) entered into a Second Amended and Restated Sales Agreement (the “Second A&R Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”) and Northland Securities, Inc. (“Northland” and, together with Cantor, the “Sales Agents”), pursuant to which the Company may offer and sell, from time to time, through the Sales Agents, shares of its Class A common stock, par value $0.0001 per share (the “Shares”), having an aggregate offering amount of up to $50,000,000. On April 9, 2025, pursuant to the Second A&R Sales Agreement, the Company filed a prospectus supplement, including an accompanying base prospectus, dated March 31, 2025, forming a part of its registration statement on Form S-3 (File No. 333-283719), initially filed with the Securities and Exchange Commission on March 26, 2025.

 

The parties entered into the Second A&R Sales Agreement in order to replace references to the Company’s Class A ordinary shares with references to the Company’s Class A common stock, along with other conforming changes, in connection with the Company’s domestication as a corporation incorporated under the laws of the State of Delaware and discontinuance as a business company with limited liability incorporated under the laws of the British Virgin Islands, effective as of March 26, 2025.

 

The Company is not obligated to sell any Shares under the Second A&R Sales Agreement. Subject to the terms and conditions of the Second A&R Sales Agreement, the Sales Agents will use commercially reasonable efforts consistent with their normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The Nasdaq Capital Market to sell the Shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Upon delivery of a placement notice, and subject to the Company’s instructions in that notice, and the terms and conditions of the Sales Agreement generally, the designated Sales Agent may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company will pay the designated Sales Agent, in connection with the sale of the Shares through the designated Sales Agent, in accordance with the fee schedule as set forth in the Second A&R Sales Agreement. The Company has also agreed to provide the Sales Agents with customary indemnification and to reimburse the Sales Agents for certain specified expenses.

 

The foregoing summary of the Second A&R Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Second A&R Sales Agreement, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

 

A copy of the opinion of King & Spalding LLP relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto and incorporated by reference herein.

 

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: April 9, 2025