AST SPACEMOBILE, INC. : entering into a material definitive agreement, unrecorded sale of equity securities, change of directors or principal officers, disclosure of FD rules, financial statements and exhibits (Form 8-K)
Section 1.01 Entering into a Material Definitive Agreement.
On May 6, 2022,
Upon satisfaction of the conditions of
prior to delivery by the Company of this notice of purchase applicable to
The purchase price of the Class A common shares that the Company elects to sell to
In addition to the regular VWAP purchases described above, after commencement we will also have the right, but not the obligation, subject to continued satisfaction of the terms set forth in the purchase agreement, to direct
The purchase price per share of the Class A common stock we elect to sell to
There is no upper limit to the price per share that
Item 3.02 Unrecorded Sales of
The information contained above in Section 1.01 is incorporated by reference in this Section 3.02.
The Class A common shares issuable pursuant to the purchase agreement are being offered and sold in an exempt transaction from registration under securities law, based on the exemptions provided by the Rule 506(b) and Section 4(a)(2) of the Securities Act.
Article 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain leaders; Compensatory provisions of certain executives.
As part of the previously announced appointment of
Section 7.01 Disclosure of FD Rules.
The information contained in this Section 7.01 and Exhibit 99.1 is furnished and shall not be deemed to have been filed for the purposes of Section 18 of the Exchange Act, or otherwise subject to the responsibilities of that Section, and such information will not be not deemed incorporated by reference. in any filing under the Securities Act or the Exchange Act, except as otherwise expressly stated by specific reference in such filing.
Section 9.01. Financial statements and supporting documents.
Exhibit No. Description 10.1 Common Stock Purchase Agreement, dated as of
May 6, 2022, between AST SpaceMobile, Inc.and B. Riley Principal Capital, LLC* 10.2 Registration Rights Agreement, dated as of May 6, 2022, between AST SpaceMobile, Inc.and B. Riley Principal Capital, LLC99.1 Press release dated May 6, 2022104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Certain confidential information contained in this agreement has been omitted
because it is not important and it is the type that the declarant considers as
private or confidential.
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