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 15, 2025, Satellogic Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the purchaser party thereto, pursuant to which the Company agreed to issue and sell in a registered direct offering (the “Offering”), 6,451,612 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), at an offering price of $3.10 per share. The gross proceeds to the Company from the Offering are approximately $20.0 million, before deducting the Placement Agent’s (as defined below) fees and estimated offering expenses payable by the Company. Closing of the Offering is expected to occur on April 16, 2025, subject to satisfaction of customary closing conditions.

 

The Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing. Under the Purchase Agreement, and subject to certain exceptions, the Company, as well as its directors and executive officers, have agreed, for a period of 30 days following the closing of the Offering, not to offer, sell, pledge, transfer, dispose of, or file a registration statement with the Securities and Exchange Commission (the “SEC”) relating to, any shares of Class A Common Stock or similar securities, or enter into any related derivative transactions.

 

Cantor Fitzgerald & Co. acted as the exclusive placement agent (the “Placement Agent”) for the Offering, pursuant to that certain Placement Agent Agreement (the “Placement Agent Agreement”), dated April 15, 2025, by and between the Company and the Placement Agent. Pursuant to the Placement Agent Agreement, the Company agreed to pay the Placement Agent a cash fee equal to 4.0% of the aggregate gross proceeds raised in the Offering. The Placement Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing. The Company has also agreed to reimburse the Placement Agent for certain fees and expenses incurred in connection with the Offering, and to indemnify the Placement Agent against certain liabilities arising out of the Placement Agent’s activities pursuant to the Placement Agent Agreement.

 

The Offering is being made pursuant to the Company’s registration statement on Form S-3 (File No. 333-283719) previously filed with the SEC and a prospectus supplement thereunder.

 

The foregoing descriptions of the Purchase Agreement and Placement Agent Agreement do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement and Placement Agent Agreement, which are attached to this Current Report on Form 8-K as Exhibits 10.1 and Exhibit 10.2 hereto, respectively, and incorporated herein by reference.

 

A copy of the opinion of King & Spalding LLP relating to the legality of the issuance and sale of the Shares in the Offering is attached as Exhibit 5.1 hereto.

 

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 15, 2025