As filed with the Securities and Exchange Commission on September 8, 2023

Registration No. 333-        
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM S-1
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933



GLOBALSTAR, INC.

[GRAPHIC MISSING]

Globalstar, Inc.

(Exact Namename of Registrantregistrant as Specifiedspecified in Its Charter)



its charter)

Delaware
(State or Other Jurisdictionother jurisdiction of Incorporationincorporation or organization)organization
4899
(Primary Standard Industrial Classification Code Number)Number
41-2116508
(IRSI.R.S. Employer
Identification No.)Number

300
1351 Holiday Square
Blvd.
Covington, Louisiana 70433
(Address of Principal Executive Offices) (Zip Code)

(985) 335-1500
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)



Rebecca S. Clary

L. Barbee Ponder
General Counsel and Vice President — Regulatory Affairs
Globalstar, Inc.
300
Chief Financial Officer
1351 Holiday Square Blvd
Blvd.
Covington, LALouisiana 70433
985-335-1503 Direct
985-335-1703 Fax

(985) 335-1500
(Name, address, including zip code, and telephone number,including area code,
of agent for service)



Please sendWith copies of all communications to:

Gerald S. Greenberg
Taft Stettinius & Hollister LLP
425 Walnut Street
Cincinnati, Ohio 45202
(513) 357-9670

to:


Arthur McMahon, III
Taft Stettinius & Hollister LLP
425 Walnut Street Suite
800 Cincinnati, Ohio 45202
(513) 357-9607
Kathleen Eick
Taft Stettinius & Hollister LLP
2200 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
(612) 977-8400		L. Barbee Ponder IV
General Counsel and Vice President Regulatory Affairs
Globalstar, Inc.
1351 Holiday Square Blvd.
Covington, Louisiana 70433
(985) 335-1500

Approximate date of commencement of proposed sale to the public: From time to time As soon as practicable, after the effective date of this registration statement.

statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.x

box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filero☒Accelerated filero☐Non-accelerated filero
(Do not check if a smaller
reporting company)		☐Smaller reporting companyx☐
☐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 7(a)(2)(B) of the Securities Act. ☐

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CALCULATION OF REGISTRATION FEE

    
Title of each class of securities to be registered Amount to be registered(1) Proposed Maximum Offering
Price Per Share		 Proposed Maximum Aggregate
Offering Price(2)		 Amount of Registration
Fee
Voting Common Stock  —   —  $14,500,000  $1,867.60 

(1)Pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock-splits, stock dividends or similar transactions.
(2)Calculated pursuant to Rule 457(o) under the Securities Act.

The Registrantregistrant hereby amends this Registration Statementregistration statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment which specifically states that this Registration Statementregistration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statementregistration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.



TABLE OF CONTENTS

The information in this prospectus is not complete and may be changed. WeThe selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is prohibited.

SUBJECT TO COMPLETION, DATED NOVEMBER 25, 2013

not permitted.

Subject To Completion, September 8, 2023.
PROSPECTUS

$14,500,000

37,457,207
Shares of

GLOBALSTAR, INC.

Voting

globalstarlogo1a.jpg
Common Stock

This prospectus relates to up to $14,500,000

All of the 37,457,207 shares of our voting common stock, whichpar value $0.0001, of Globalstar, Inc. are held or may be heldbeing sold by certain selling stockholders identified herein (each, a “Selling Stockholder” and collectively, the “Selling Stockholders”). Our common stock is listed on NYSE American (“NYSE”) under the symbol “GSAT.” The last reported sale price on NYSE of our common stock on September 7, 2023 was $1.48 per share.
The shares of common stock being offered by the Selling Stockholders represent consideration for our intellectual property license under the Intellectual Property License Agreement dated August 29, 2023 between us and XCOM Labs, Inc. (the “License Agreement”) and certain related transactions (collectively, the “XCOM Transaction”). We are not selling stockholder named inany securities under this prospectus. The shares have been or will be issued to the selling stockholder in connection with our payment to Hughes Network Systems, LLC, an indirect wholly owned subsidiary of EchoStar Corporation, pursuant to an agreement dated May 1, 2008, as amended. Weprospectus and will not receive any of the proceeds from the sale of shares, if any,our common stock by the selling stockholder. Selling Stockholders.
See the sections entitled “The agreementXCOM Transaction” for a description of the transaction contemplated by the License Agreement and “Selling Stockholders” for additional information regarding the Selling Stockholders.
The Selling Stockholders will offer the securities in amounts, at prices and on terms to be determined by market conditions at the time of the offerings. The securities may be offered separately or together in any combination. We will not receive any proceeds from the sale of any securities offered by the Selling Stockholders.
The Selling Stockholders will pay all brokerage fees and commissions and similar expenses in connection with Hughes required us to registerthe offer and sale of the shares for resale underby the Securities Act.

The selling stockholder identified in this prospectus, or its permitted transferees or other successors-in-interest, may offer the shares from timeSelling Stockholders pursuant to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices, or at privately negotiated prices. We provide more information about how the selling stockholder may sell its shares of common stock in the section entitled “Plan of Distribution” beginning on page 4 of this prospectus. We will not be paying any underwriting discounts orpay the expenses (except brokerage fees and commissions and similar expenses) incurred in connection with any offering of common stock under this prospectus.

Our common stock is listed on the OTCBBregistering under the symbol “GSAT.” The last reportedSecurities Act of 1933, as amended (the “Securities Act”), the offer and sale price of our common stock on the OTCQB on November 21, 2013 was $1.71 per share.

shares included in this prospectus by the Selling Stockholders. See “Plan of Distribution.”

Investing in our common stock involves a high degree of risk. Please seeBefore deciding whether to invest in our common stock, you should consider the sections entitled “Risk Factors”risks that we have described in “Risk Factors” beginning on page 112 of this prospectus and our Annual Report on Form 10-K forin the year ended December 31, 2012.

documents incorporated by reference into this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                , 2013.

2023.



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This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission, or the SEC, using the “shelf” registration process. Under this process, the selling stockholder may from time to time, in one or more offerings, sell the common stock described in this prospectus.

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You should rely only on the information containedprovided in or incorporated by reference intoin this prospectus (as supplemented and amended). Weany applicable prospectus supplement. Neither we nor the Selling Stockholders have not authorized anyone to provide you with different information. This document may only be usedNeither we nor the Selling Stockholders are making an offer of these securities in any jurisdiction where itthe offer is legal to sell these securities.not permitted. You should not assume that the information contained or incorporated by reference in this prospectus or any applicable prospectus supplement is accurate as of any date other than itsthe date regardless of the timeapplicable document. Since the date of deliverythis prospectus, our business, financial condition, results of the prospectus or any sale of our common stock.

operations and prospects may have changed.

ABOUT THIS PROSPECTUS
We urge you to read carefully this prospectus, (as supplemented and amended), together with the information incorporated herein by reference as described under the heading “Information Incorporated“Incorporation of Certain Documents by Reference,”Reference” before deciding whether to invest inbuying any of the common stock beingsecurities offered.

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TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”) under which the documentsselling stockholders named herein may, from time to time, offer and sell or otherwise dispose of the securities covered by this prospectus. We will not receive any proceeds from the sale by such Selling Stockholders of the securities offered by them and described in this prospectus.

Neither we nor the Selling Stockholders have authorized anyone to provide you with any information or to make any representations other than those contained or incorporated by reference in this prospectus containor any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Stockholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Stockholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the section of this prospectus entitled “Where You Can Find More Information.”
Unless the context requires otherwise, the words “Globalstar,” “we,” “company,” “us,” and “our” refer to Globalstar, Inc. and its subsidiaries, as applicable.
For Investors Outside the United States
We have not taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. Persons outside the United States are required to inform themselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.
Industry, Market, and Other Data
This prospectus includes estimates, projections, and other information concerning our industry and market data, including data regarding the estimated size of the market, projected growth rates, trends and perceptions and preferences of consumers. We obtained this data from industry sources, third-party studies, including market analyses and reports, and internal company data. Industry sources generally state that the information contained therein has been obtained from sources believed to be reliable. Although we are responsible for all of the disclosure contained or incorporated by reference in this prospectus, and we believe the industry and market data to be reliable as of the date of this prospectus, this information could prove to be inaccurate. We have not independently verified data from these sources or obtained third-party verification of market share data and this information may not be reliable. In addition, these sources may use different definitions of the relevant markets. Data regarding our industry is intended to provide general guidance, but is inherently imprecise.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in or incorporated by reference into this prospectus, other than purely historical information, including, but not limited to, estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements within the meaning of Section 27A of the Private Securities Litigation Reform Act of 1933, as amended, or1995. These forward-looking statements generally are identified by the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and is subject to the safe harbor created by that section. Such statements may include, but are not limited to, projections of revenues, income or loss, capital expenditures, plans for product development and cooperative arrangements, future operations, financing needs or plans of Globalstar, as well as assumptions relating to the foregoing. The words “anticipate,“believe,” “believe,“project,” “expect,” “anticipate,” “estimate,” “expect,“intend,” “goal,“strategy,” “plan,” “may,” “plan,” “project,“should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, identifyalthough not all forward-looking statements which speak only as of the date the statement was made.

contain these identifying words. These forward lookingforward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward lookingforward-looking statements. Forward-looking statements, such as the statements regarding our ability to develop and expand our business (including our ability to monetize our spectrum rights), our anticipated capital spending, our ability to manage costs, our ability to exploit and respond to technological innovation, the effects of laws and regulations (including tax laws and regulations) and legal and regulatory changes (including regulation related to the use of our spectrum), the opportunities for strategic business combinations and the effects of consolidation in our industry on us and our competitors, our anticipated future revenues, our anticipated financial resources, our expectations about the future operational performance of our satellites (including their projected operational lives), our expectations for future increases in our revenue and profitability, our performance and financial results under the Service Agreements (defined elsewhere in this prospectus), the expected strength of and growth prospects for our existing customers and the markets that we serve, commercial acceptance of new products, problems relating to the ground-based facilities operated by us or by independent gateway operators, worldwide economic, geopolitical and business conditions and risks associated with doing business on a global basis, business interruptions due to natural disasters, unexpected events or public health crises, including viral pandemics such as the COVID-19 coronavirus, and other statements contained or incorporated by reference in this prospectus regarding matters that are not historical facts, involve predictions. Risks

New risk factors emerge from time to time, and uncertainties that couldit is not possible for us to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause or contributeactual results to such differences include, without limitation,differ materially from those contained in “Risk Factors” of this prospectus.any forward-looking statements. We do not intend, and undertake no obligation to update publicly or revise any forward-looking statements. You should not rely upon forward-looking statements as predictions of future events or performance. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
We make many of our forward-looking statements afterbased on our operating budgets and forecasts, which are based upon assumptions made by management. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the dateimpact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results.
See the “Risk Factors” section and elsewhere in this prospectus to reflectand the documents incorporated by reference in this prospectus for a more complete discussion of the risks and uncertainties mentioned above and for discussion of other risks and uncertainties we face that could cause actual results to differ materially from those expressed or future events or circumstances.

RISK FACTORS

You should carefully considerimplied by these forward-looking statements. All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements as well as others made in this prospectus and the specific risks set forth under the caption “Risk Factors”documents incorporated by reference in this prospectus and hereafter in our annual reportother SEC filings and public communications, including, without limitation, those in Item 1A Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 20122022, as filed with the SEC on March 1, 2023 and our quarterly reportAmended Annual Report on Form 10-Q10-K/A, as filed with the SEC on August 29, 2023 (together, the “2022 Annual Report”). You should evaluate all forward-looking statements made by us in the context of these risks and uncertainties.

We caution you that the risks and uncertainties identified by us may not be all of the factors that are important to you. Furthermore, the forward-looking statements included or incorporated by reference in this prospectus are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by law.
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PROSPECTUS SUMMARY
The following summary highlights selected information contained elsewhere or incorporated by reference in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read the entire prospectus and the documents incorporated by reference herein. Unless the context requires otherwise, the words “Globalstar,” “we,” “company,” “us,” and “our” refer to Globalstar, Inc. and its subsidiaries, as applicable.
Company Overview
We provide Mobile Satellite Services (“MSS”) including voice and data communications services in addition to wholesale capacity services through its global satellite network. We offer these services over our network of in-orbit satellites and our active ground stations (“gateways”), which we refer to collectively as the Globalstar System. In addition to supporting Internet of Things (“IoT”) data transmissions in a variety of applications, we provide reliable connectivity in areas not served or underserved by terrestrial wireless and wireline networks and in circumstances where terrestrial networks are not operational due to natural or man-made disasters. By providing wireless communications services across the globe, we meet our customers’ increasing desire for connectivity.
We currently provide the following communications services:
•two-way voice communication and data transmissions via our GSP-1600 and GSP-1700 phone (“Duplex”);
•one-way or two-way communication and data transmissions using mobile devices, including our SPOT family of products, such as SPOT X ®, SPOT Gen4TM and SPOT Trace®, that transmit messages and the location of the device (“SPOT”);
•one-way data transmissions using a mobile or fixed device that transmits its location and other information to a central monitoring station, including our commercial IoT products, such as our battery- and solar-powered SmartOne, STX-3, ST100, ST-150 and Integrity 150 (“Commercial IoT”);
•satellite network access and related services utilizing our satellite spectrum and network of satellites and gateways (“Wholesale Capacity Services”); and
•engineering and other communication services using our MSS and terrestrial spectrum licenses (“Engineering and Other”).
We compete aggressively on price. We offer a range of price-competitive products to the industrial, governmental and consumer markets. We expect to retain our position as a cost-effective, high-quality leader in the MSS industry.
As technological advancements are made, we continue to explore opportunities to develop new products and provide new services over our network to meet the needs of our existing and prospective customers. We have pursued and continue to pursue initiatives that we expect will expand our satellite communications business and even more intensively utilize our network assets. These initiatives include evaluating our product and service offerings in light of the shift in demand across the MSS industry from full Duplex voice and data services to direct-to-handset and IoT-enabled devices. Integrated with this assessment is the development of a two-way reference design module to expand our Commercial IoT offerings, which is among our other current initiatives. In recent years, we have considered the value of maintaining our second-generation Duplex services in light of alternative uses for our capacity, including uses under the Service Agreements. In September 2022, we abandoned our second-generation Duplex assets, including gateway property, prepaid licenses and royalties, and inventory. We will continue to support first-generation Duplex services, including voice communications and data transmissions using our satellite phones and data modems.
Our competitive advantages are leveraged through a strategy that relies primarily on four pillars to drive increasing shareholder value: wholesale satellite capacity, terrestrial spectrum, IoT and legacy services. The four pillars are outlined below.
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Wholesale Satellite Capacity
Wholesale satellite capacity services include satellite network access and related services using our satellite spectrum and network of satellites and gateways.
In September 2022, the partner (“Partner”) under our Service Agreement (as defined below) announced new satellite-enabled services for certain of its products (the “Services”). We are the satellite operator for the Services pursuant to the agreement (the “Service Agreement”) and certain related ancillary agreements (such agreements, together with the Service Agreement, as each is amended from time to time, the “Service Agreements”). The Services constitute the service which was previously described and disclosed as the Terms Agreement.
Since execution of the Service Agreements in 2020 and prior to the commencement of the Services in 2022, the parties completed several milestones, including (i) a feasibility phase, (ii) material upgrades to our ground network, (iii) construction of 10 new gateways around the world, (iv) the successful launch of the ground spare satellite, and (v) rigorous in-field system testing. The Service Agreements generally require us to allocate network capacity to support the Services, and Partner to enable Band 53/n53 for use in cellular-enabled devices designated by Partner for use with the Services.
Partner made the Services available to its customers beginning in November 2022 (the “Service Launch”). In consideration for the Services provided by us, Partner will make payments to us under the Service Agreements, such as a recurring service fee, payments relating to certain Service-related operating expenses and capital expenditures, including under the satellite procurement agreement with Macdonald, Dettwiler and Associates Corporation (“MDA” or, the “Vendor”), and potential bonus payments subject to satisfaction of certain licensing, service and related criteria.
In addition to the services provided under the Service Agreements, we intend to continue to develop wholesale customer opportunities over our retained satellite capacity (discussed below) for IoT and other initiatives.
We retain 15% of network capacity to support our existing and future Duplex, SPOT and IoT subscribers. This capacity can support a substantial increase in our own subscriber base, particularly following recent and planned investments in our space and ground segments. The retained satellite capacity can be used by us directly or through additional wholesale arrangements.
Terrestrial Spectrum
We have terrestrial licenses in 11 countries resulting in approximately 10.0 billion MHz-POPs (megahertz of our spectrum authority in each country multiplied by a total population of approximately 797 million over the covered area). Prospective spectrum partners, including cable companies, legacy or upstart wireless carriers, system integrators, utilities and other infrastructure operators, all benefit from access to uniform and increasingly “borderless” spectrum working across geographies. Our expanding portfolio of terrestrial spectrum represents a substantial opportunity for us. Given our senior status as the incumbent operator in the Big LEO band, we believe that our valuable assets include our extensive portfolio of domestic and international licenses to access the globally harmonized spectrum that is essential to all of the services that we offer today and into the future. The Service Agreements significantly enhance the device ecosystem for Band 53/n53.
IoT
Satellite IoT connectivity has become more critical to a growing number of sectors and use cases. We plan to continue to evolve and develop our IoT initiatives. In June 2022, we introduced the Realm Enablement Suite, an innovative portfolio of satellite asset tracking hardware and software solutions featuring a powerful application enablement platform for processing smart data at the edge, which improves processing time and reliability in remote locations. With Realm, partners can accelerate new solutions to market with smart applications that generate an advanced level of telematics data. The Realm Enablement Suite includes Integrity 150, the first solar-powered, deployment-ready satellite asset tracking device with an application enablement platform; ST150M, a satellite modem module that drastically simplifies product development; and the Realm application enablement platform,
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which will offer tools and an extensive library for quickly accessing and developing smart applications at the edge for vertical-specific solutions.
We also continue to expand deployments that support environmentally friendly initiatives, including remote monitoring of fluid levels and tanks, which replaces the need for motor vehicles to access these assets, as well as asset monitoring solutions for solar lighting and other renewable energy sources.
In 2023, we expect to introduce a two-way commercial IoT product which would significantly expand our opportunities in the IoT Market because this technology would have capabilities that include both tracking as well as command control.
Legacy Services
We remain committed to our legacy satellite business and serving our current subscriber base while offering future innovations in MSS. Our existing Duplex and SPOT customers are expected to benefit from expanded capacity through additional ground infrastructure and satellites which improve service levels.
Selected Risks Associated with Our Business
Our business is subject to a number of risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this prospectus summary. Some of these principal risks and uncertainties include, but are not limited to:
•our ability to develop and expand our business (including our ability to monetize our spectrum rights);
•our anticipated capital spending;
•our ability to manage costs;
•our ability to exploit and respond to technological innovation;
•the effects of laws and regulations (including tax laws and regulations) and legal and regulatory changes (including regulation related to the use of our spectrum);
•the opportunities for strategic business combinations and the effects of consolidation in our industry on us and our competitors;
•our anticipated future revenues;
•our anticipated financial resources;
•our expectations about the future operational performance of our satellites (including their projected operational lives);
•our expectations for future increases in our revenue and profitability;
•our performance and financial results under the Service Agreements (defined herein);
•the expected strength of and growth prospects for our existing customers and the markets that we serve;
•commercial acceptance of new products;
•problems relating to the ground-based facilities operated by us;
•worldwide economic, geopolitical and business conditions and risks associated with doing business on a global basis;
•business interruptions due to natural disasters, unexpected events or public health crises, including viral pandemics such as the COVID-19 coronavirus;
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•our limited trading market, and the risk that the trading market for our common stock may not develop or be sustained;
•volatility or decrease of our stock price, including due to factors beyond our control, resulting in substantial losses for investors purchasing shares in this offering; and
•the risk that investors who buy shares at different times will likely pay different prices.
Corporate Information
We were incorporated in Delaware in 2006. Our principal executive and administrative offices are located at 1351 Holiday Square Blvd., Covington, Louisiana 70433, and our telephone number is (985) 335-1500. Our website address is globalstar.com. The information on, or that can be accessed through, our website is not incorporated by reference into this prospectus and should not be considered to be a part of this prospectus.
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THE OFFERING
Common stock offered by the Selling Stockholders37,457,207 shares of common stock, par value $0.0001 (referred to as common stock)
Common stock outstanding before this offering

1,837,889,422 shares of common stock outstanding as of September 7, 2023.
Common stock to be outstanding after this offering1,837,889,422 shares of common stock based on 1,837,889,422 shares of common stock outstanding as of September 7, 2023.
Use of proceedsWe will not receive any proceeds from the sale of shares of common stock by the Selling Stockholders.
Plan of Distribution
The Selling Stockholders named in this prospectus, or their pledgees, donees, transferees, distributees, beneficiaries or other successors-in-interest, may offer or sell the shares of common stock from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Stockholders may also resell the shares of common stock to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions. See “Plan of Distribution” beginning on page 19 of this prospectus for additional information on the methods of sale that may be used by the Selling Stockholders.
Risk factors
Investing in shares of our common stock involves a high degree of risk. See “Risk Factors” beginning on page 12 and the other information included or incorporated by reference in this prospectus for a discussion of factors you should carefully consider before investing in shares of our common stock.
Market for Common StockOur common stock is listed on the NYSE American under the symbol “GSAT.”
The number of shares of our common stock that will be outstanding after this offering excludes the following securities as of August 25, 2023:
•warrants to purchase up to 49.1 million shares of our common stock at an average exercise price of $1.02 per share under the Service Agreements;
•warrants to purchase up to 10.0 million shares of our common stock as consideration for a guarantee by an affiliate of the Thermo Companies, which is beneficially held by and under the control of James Monroe III, our Executive Chairman and controlling stockholder (“Thermo”) of the 2023 Funding Agreement at an exercise price of $2.00; 5.0 million of these warrants vest immediately upon effectiveness of Thermo's guarantee, which is expected to occur during the third quarter ended September 30, 2013,of 2023, and the remaining 5.0 million warrants vest if and when Thermo advances aggregate funds of $25.0 million or more to Globalstar, Inc. or a permitted third party pursuant to the terms of Thermo's guarantee;
•8.7 million shares of our common stock issuable upon the exercise of outstanding but unexercised options to purchase shares of our common stock under the Amended and Restated 2006 Equity Incentive Plan (the “Incentive Plan”), with a weighted average exercise price of $1.31 per share;
•0.2 million shares of our common stock issuable upon the settlement of restricted stock units outstanding under the Incentive Plan;
•5.6 million performance-based restricted stock awards and units outstanding under the Incentive Plan;
•40.42 million performance-based restricted stock awards to be issued to Dr. Jacobs under the terms of his employment agreement, which shall vest at any time during a four-year period from the date of grant based on the achievement of certain stock price targets; and
•27.3 million shares of our common stock reserved for future issuance under the Incentive Plan.
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Except as otherwise indicated, all information contained or incorporated by reference in this prospectus assumes or reflects no exercise or settlement of outstanding stock options.
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RISK FACTORS
Investing in our common stock involves a high degree of risk. Before deciding whether to invest in shares of our common stock, you should carefully consider the risks and uncertainties described below and under the section captioned “Risk Factors” in our most recent Annual Report on Form 10-K, as updated by our subsequent quarterly and other reports we file with the SEC, which have been filed with the SEC and are incorporated by reference in this prospectus. The risksprospectus, together with all of the other information contained or incorporated by reference in this prospectus and uncertainties we describe are not the only ones facing us. Additional risks not currently known to us or that we currently deem immaterial may also impair our business operations.any applicable prospectus supplement. If any of thesethe following risks were toor other risks actually occur, our business, financial condition, or results of operations, would likely suffer.and future prospects could be materially harmed. In that event, the tradingmarket price of our common stock could decline, and you could lose part or all of your investment. The risks and uncertainties described below and incorporated herein are not the only risks and uncertainties that we face. Additional risks not presently known or that we currently deem immaterial may also impact our business operations and the risks identified or incorporated by reference in this prospectus and any applicable prospectus supplement may adversely affect our business in ways we do not currently anticipate. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” above.
Risks Related to Our Business
We could fail to achieve the strategic objectives of the XCOM transaction, and our new Chief Executive Officer may not succeed, which could negatively impact our business and results of operations.
In August 2023, we entered into an Intellectual Property License Agreement with XCOM Labs, Inc. pursuant to which we acquired a license to use certain assets of XCOM. In connection with the transaction, we appointed Dr. Paul E. Jacobs, founder of XCOM, as our Chief Executive Officer. The XCOM transaction may not advance our business strategy in the way we intend, which could harm our growth or profitability. In addition, we may not realize the expected benefits or synergies from the XCOM transaction or realize a satisfactory return on our investment in the XCOM assets or increase our revenue. These risks may be exacerbated because we have a new Chief Executive Officer. Our new Chief Executive Officer may not succeed in his ability to work with the current management team, grow revenue, or implement a successful business plan. All of the foregoing could negatively impact our results of operations and financial condition.
Risks Related to Offering
The market price of our common stock is volatile, and there is a limited market for our shares.
The trading price of our common stock is subject to wide fluctuations. Factors affecting the trading price of our common stock may include, but are not limited to:
•actual or anticipated variations in our operating results;
•failure in the performance of our current or future satellites;
•changes in financial estimates by research analysts, or any failure by us to meet or exceed any such estimates, or changes in the recommendations of any research analysts that elect to follow our common stock or the common stock of our competitors;
•actual or anticipated changes in economic, political or market conditions, such as recessions or international currency fluctuations;
•actual or anticipated changes in the regulatory environment affecting our industry;
•actual or anticipated changes in the value of terrestrial spectrum;
•actual or anticipated sales of common stock by our controlling stockholder or others;
•changes in the market valuations of our industry peers; and
•announcement by us or our competitors of significant acquisitions, strategic partnerships, divestitures, joint ventures or other strategic initiatives.
The trading price of our common stock may also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. As a result, investors including you may be unable to resell
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their shares of our common stock at or above the initial purchase price. Additionally, because we are a controlled company, there is a limited market for our common stock, and we cannot assure you that a trading market will further develop or persist. In periods of low trading volume, sales of significant amounts of shares of our common stock in the public market could lower the market price of our stock.
In addition, stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies in our industry. In the past, stockholders of other public companies have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and harm our business, results of operations, financial condition, reputation, and cash flows. As a result, investors including you may be unable to resell your shares of common stock at or above the price at which you purchased your shares.
Investors who buy shares at different times will likely pay different prices.
Investors, including you, who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. The Selling Stockholders will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold. Investors, including you, may experience a decline in the value of the shares purchased from the Selling Stockholder in this offering as a result of sales made by the Selling Stockholders in this offering.
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THE XCOM TRANSACTION
On August 29, 2023, we entered into an Intellectual Property License Agreement (the “License Agreement”) with XCOM Labs, Inc. (“Licensor” or “XCOM”). The transaction was unanimously approved by our Strategic Review Committee of the Board of Directors and unanimously approved our full Board of Directors.
Under the License Agreement, we acquired an exclusive (subject to qualifications set forth in the License Agreement), perpetual, irrevocable, royalty-free, right and license (the “License”) to use, modify, copy, make derivative work(s) of, sell, offer to sell, lease, sublicense, otherwise transfer, commercialize and to make such other use(s) of certain Intellectual Property Assets (as defined in the License Agreement), including Intellectual Property Assets relating to the development and commercialization of certain of XCOM’s key novel technologies for wireless spectrum innovations, including XCOMP, XCOM’s commercially available coordinated multi point radio system. XCOMP delivers substantial capacity gains in dense, complex, challenging wireless environments in sub 7 GHz spectrum.
As consideration for the License and the other agreements of Licensor in the License Agreement, we issued 60,582,615 shares of its common stock, par value $0.0001 per share (the “Stock Consideration”), representing a transaction value of approximately $68,737,035, subject to a holdback of a portion of the shares (the “Holdback Shares”) representing consideration under the License Agreement and adjustment thereto based on the amount, if any, by which the actual value of certain liabilities assumed by us related to the Intellectual Property Assets (as determined by us within 60 days following such closing, subject to applicable dispute resolution procedures) exceeds the agreed upon target amount of such liabilities, in a private placement exempt from registration under the Securities Act. Certain of these shares were delivered directly to lenders of Licensor, including affiliates of Thermo, which are controlled by our Executive Chairman, Jay Monroe, and affiliates of Dr. Paul Jacobs, in each case, in consideration for the release of underlying debts owed by Licensor in lieu of payment in cash. The number of shares of the Stock Consideration was calculated using the volume-weighted average market price of the Common Stock on the NYSE American for the 20 trading days immediately preceding the Effective Date (the “Stock Consideration Price”).
The License Agreement contains customary representations, warranties and covenants by the Company and Licensor and indemnification by the Company and Licensor, subject to typical limitations. As part of your investment.

the License Agreement, certain XCOM employees, including engineering, test, product, and research and development professionals who helped develop the licensed technologies, will continue to further commercialize the technology on behalf of the Company.

To facilitate the funding of the ongoing operations of XCOM and its affiliates, approximately 36.3 million of the shares of the Stock Consideration were resold at the Stock Consideration Price by XCOM to certain long-term investors of Globalstar and XCOM (who consist of the Selling Stockholders), as well as Thermo, in private resale transactions exempt from registration under the Securities Act. Together with shares it received for release of debt owed to it by Licensor, Thermo has acquired approximately 4.2 million total shares, while a trust of Dr. Jacobs has acquired approximately 16.7 million shares as a result of the transactions. In connection with the License Agreement and the related transactions, we agreed to file a registration statement for the resale of (i) the shares of common stock acquired by the Selling Stockholders, excluding Thermo, and by one unaffiliated lender of Licensor and (ii) the Stock Consideration held by XCOM.
In connection with the License Agreement, we also entered into a Support Services Agreement (the “Services Agreement”) with Licensor. Pursuant to the Services Agreement, Licensor is required to provide services to us assisting with certain operations of the business relating to the Intellectual Property Asset (the “Services”) and to make available certain employees and the facilities associated with the foregoing to assist with the Services. Fees payable by us, which we expect to pay in shares of its common stock, will be determined based on the amount and nature of Services we receive.
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CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS
As disclosed in this prospectus, in connection with the XCOM Transaction, a portion of the Stock Consideration was delivered directly to lenders of Licensor, including affiliates of Thermo, which are controlled by our Executive Chairman, Jay Monroe, and affiliates of Dr. Paul Jacobs. In particular, we issued shares to Thermo XCOM LLC (as affiliate of Thermo and Globalstar) (1) worth approximately $512,000 as payment of debt owed by XCOM and (2) for cash in the amount of approximately $4.25 million.
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USE OF PROCEEDS

All of the common stock offered by the Selling Stockholders pursuant to this prospectus will be sold by the Selling Stockholders for their respective accounts. We will not receive any proceeds from anythe sale of common stockour securities by the selling stockholder.


Selling Stockholders pursuant to this prospectus.
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TABLE


DETERMINATION OF CONTENTS

PAYMENT UNDER THE HUGHES AGREEMENT

On May 1, 2008, we entered into a contract,OFFERING PRICE

We cannot currently determine the price or prices at which we refer to in this prospectus as the Hughes Agreement, with Hughes Network Systems LLC, a subsidiary of EchoStar Corporation (“Hughes”), under which Hughes designs, supplies and implements (a) the Radio Access Network (RAN) ground network equipment and software upgrades for installation at a number of our satellite gateway ground stations and (b) satellite interface chips to be a part of the User Terminal Subsystem (UTS) in our various next-generation devices.

In January 2013, we agreed to amend the Hughes Agreement to extend the schedule of the RAN and UTS program and to revise the remaining payment milestones and program milestones to reflect the revised program timeline. This amendment extended certain payments previously due in 2013 to 2014 and beyond.

In August 2013, we entered into an agreement with Hughes which specified a payment schedule for the approximately $15.8 million deferred amount outstanding at the time of the agreement. This agreement requires us to make payments of $5.8 million in August 2013, $5.0 million in October 2013, $5.0 million in December 2013, and approximately $4.3 million as an advance payment when a project milestone is to be restarted. We have made both the August and October payments. Under the terms of the agreement, we are also required to pay interest of approximately $5 million in January 2014 for amounts accrued at a rate of 10% on previously deferred balances. Hughes has the option to accept these payments in the formshares of our common stock. On November 15, 2013, Hughes exercised an option to receive approximately $4.3 million forstock may be sold by the advance payment in our common stock. Pursuant to the agreement, we are issuing ourSelling Stockholders under this prospectus.

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MARKET INFORMATION
Market Information
Our common stock, to Hughes at a 7% discount based upon a trailing volume weighted average price calculation. On November 18, 2013, we issued 3,166,474par value $0.0001 per share, currently trades on the NYSE American under the symbol “GSAT”.
Holders
As of August 25, 2023, the shares of common stock to Hughes at $1.35 per share. Hughes will restart work under the Hughes Agreement upon our paymentissued and outstanding were held of record by approximately 232 holders.
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PLAN OF DISTRIBUTION
The Selling Stockholders of the amounts described abovesecurities and any of its pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on any stock exchange, market or trading facility on which the securities are traded, or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholders may use any one or more of the following methods when selling securities:
•ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
•block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
•purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
•an advance payment forexchange distribution in accordance with the next milestonerules of the applicable exchange;
•privately negotiated transactions;
•settlement of short sales;
•in transactions through broker-dealers that agree with the selling stockholder to sell a specified number of such securities at a stipulated price per security;
•through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
•a combination of any such methods of sale; or
•any other method permitted pursuant to the terms of the contract. If we do not make the payments described above by the specified payment dates in the agreement, these amounts will accrue interest at a rate of 15% per annum. If we terminate the contract for convenience, we must make a final payment of $20.0 million (lessapplicable law.
The Selling Stockholders may also sell securities under Rule 144 or any amounts previously paid to reduce the $15.8 million total deferred amount) in cash to Hughes to satisfy its obligations under the contract.

As of September 30, 2013, we had recorded $10.0 million, excluding interest, in accounts payable related to the Hughes Agreement and had incurred and capitalized $72.6 million, excluding interest, of costs related to this contract. These costs are recorded as an asset in property and equipment.

The sale of the shares to Hughes pursuant to the Hughes Agreement is exemptother exemption from registration under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of 1933, amended (the “Securities Act”),securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.
In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Stockholders and any broker-dealers or agents that are involved in selling the exemption for transactionssecurities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by an issuer not involvingsuch broker-dealers or agents and any public offering under Section 4(2)profit on the resale of and Regulation Dthe securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

The foregoing description ofSelling Stockholders have informed us that they do not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Hughes Agreementsecurities.

We are required to pay certain fees and any amendments thereto does not purport to be complete and is qualified in its entiretyexpenses incurred by reference to the full text of the Hughes Agreement and any amendments thereto, copies of which have been filed or incorporated by reference as exhibitsus incident to the registration statement of the securities.
The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
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Under applicable rules and regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Stockholder or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
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PRINCIPAL STOCKHOLDERS
The following table shows (i) the number of shares of common stock beneficially owned as of August 30, 2023 by each director and nominee for director, by each current executive officer, and by all directors, nominees, and current executive officers as a group and (ii) all the persons who were known to be beneficial owners of five percent or more of our common stock, our only voting securities, August 30, 2023 based upon 1,874,022,657 of common stock outstanding as of that date. Holders of our common stock are entitled to one vote per share.
Amount and Nature
of Beneficial Ownership
Common Stock
Name of Beneficial Owner(1)
SharesPercent of Class
James Monroe III(2)
FL Investment Holdings, LLC
Thermo Funding Company, LLC
Thermo Funding II LLC
Globalstar Satellite, L.P.
Monroe Irr. Educational Trust
James Monroe III Grantor Trust
Thermo Properties, LLC
Thermo Investment, LP
Thermo XCOM LLC
1,088,371,181 58.1%
Paul E. Jacobs(3)
The Paul Eric Jacobs Trust
16,745,990 *
Timothy E. Taylor(4)
Thermo Investments III LLC
14,198,402 *
James F. Lynch(5)
Thermo Investments II LLC
13,939,603 *
William A. Hasler(6)
1,873,467 *
L. Barbee Ponder(7)
1,861,906 *
Rebecca S. Clary(8)
1,066,933 *
Michael J. Lovett(9)
912,669 *
Keith O. Cowan(9)
926,467 *
Benjamin G. Wolff(9)
888,466 *
All directors and current executive officers as a group (10 persons) (2)(3)(4)(5)(6)(7)(8)(9)
1,140,785,084 60.8%
__________________
*Less than 1% of outstanding shares.
(1)“Beneficial ownership” is a part.


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SELLING STOCKHOLDER

This prospectus relates to the possible resale from time to timetechnical term broadly defined by the selling stockholderSEC to mean more than ownership in the usual sense. Stock is “beneficially owned” if a person has or shares the power (a) to vote or direct its vote or (b) to sell or direct its sale, even if the person has no financial interest in the stock. Also, stock that a person has the right to acquire, such as through the exercise of options or warrants, within sixty (60) days of the date set forth above is considered to be “beneficially owned.” These shares are deemed to be outstanding and beneficially owned by the person holding the derivative security for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise noted, each person has full voting and investment power over the stock listed.

(2)The address of Mr. Monroe, FL Investment Holdings, LLC, Thermo Funding, LLC, Thermo Funding II LLC, Globalstar Satellite, L.P., Monroe Irr. Educational Trust, James Monroe III Grantor Trust, Thermo Properties, LLC, Thermo Investments LP and Thermo XCOM LLC is 1735 Nineteenth Street, Denver, CO 80202. This number includes 640,750 shares held by FL Investment Holdings, LLC, 197,139,972 held by Thermo Funding Company, LLC, 875,540,711 shares held by Thermo Funding II LLC, 6,115,790 shares held by Thermo Properties II, LLC, 618,558 shares held by Globalstar Satellite, L.P. 3,000,000 held by the Monroe Irr. Educational Trust, 29,334 held by James Monroe III Grantor Trust, 200,200 held by Thermo Investments LP and 4,197,399 held by Thermo XCOM LLC. Mr. Monroe controls, either directly or allindirectly, each of FL Investment Holdings, Thermo Funding Company, LLC, Thermo Funding II LLC, Globalstar Satellite, L.P. Monroe Irr. Educational Trust, James Monroe III Grantor Trust, Thermo Properties, LLC and Thermo Investments LP, and, therefore, is deemed the beneficial owner of the common stock held by these entities. Mr. Monroe also individually owns 588,468 shares and may acquire 299,999 shares of voting common stock issuedupon the exercise of currently exercisable stock options.
(3)Shares beneficially owned by Dr. Jacobs includes (i) 16,745,989 shares held by The Paul Eric Jacobs Trust, an entity controlled by Dr. Jacobs, and (ii) one share beneficially held by XCOM Labs, Inc., an entity controlled by Dr. Jacobs, and excludes (y) 605,826 shares
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comprising the Holdback Shares and (z) up to 40,420,000 shares that are the subject of an equity incentive grant that is subject to performance-based vesting conditions over a four-year period from the date of grant based on the achievement of certain stock price targets.
(4)Includes 366,799 shares of common stock that he may acquire upon the exercise of currently exercisable stock options and 11,463,649 shares held by Thermo Investments III LLC.
(5)Includes 799,999 shares of common stock that he may acquire upon the exercise of currently exercisable stock options and 12,371,136 shares held by Thermo Investments II LLC.
(6)Includes 1,099,999 shares of common stock that he may acquire upon the exercise of currently exercisable stock options.
(7)Includes 80,000 shares of common stock that he may acquire upon the exercise of currently exercisable stock options.
(8)Includes 120,000 shares of common stock that she may acquire upon the exercise of currently exercisable stock options.
(9)Includes 299,999 shares of common stock that he may acquire upon the exercise of currently exercisable stock options.
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SELLING STOCKHOLDERS
The Selling Stockholders acquired the shares offered for resale hereunder from us to Hughesin connection with the XCOM Transaction in a private offering pursuant to an exemption from the Hughes Agreement.registration requirements under Section 4(a)(2) of the Securities Act, or in private resale transactions that were exempt from the registration requirements under the Securities Act. For additional information regarding the issuance of common stock covered by this prospectus, see “Payment under Hughes Agreement”the section titled “The XCOM Transaction” above. We are registering
The following table sets forth, based on written representations from the sharesSelling Stockholders, certain information as of votingSeptember 8, 2023, regarding the beneficial ownership of the Selling Stockholders of our common stock in order to permit the selling stockholder to offer the shares for resale from time to time. Except for the transactions contemplatedbeing offered by the Hughes Agreement, Hughes has not had any material relationship with us withinSelling Stockholders. The applicable percentage ownership of the past three years.

The table below presents information regarding the selling stockholder and thesecurities being offered hereby is based on approximately 1,875,346,629 shares of common stock that itoutstanding as of September 7, 2023. The Selling Stockholders may offer from time to time under this prospectus. This table is prepared based on information supplied to us by the selling stockholder, and reflects holdings as of November 19, 2013. As used in this prospectus, the term “selling stockholder” includes Hughes and any donees, pledgees, transferees or other successors in interest selling shares received after the date of this prospectus from the selling stockholder as a gift, pledge, or other non-sale related transfer. The number of shares in the column “Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus” represents all of the shares of common stock that the selling stockholder may offer under this prospectus. The selling stockholder may sell some, all or none of itstheir shares of common stock.

We have determined beneficial ownership in this offering. We do not know how long the selling stockholder will hold the shares before selling them, and we currently have no agreements, arrangements or understandingsaccordance with the selling stockholder regarding the sale of anyrules of the shares.

SEC. Except as indicated by the footnotes to the table below, we believe, based on the information furnished to us, that the Selling Stockholders have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. Except as otherwise described below, based on the information provided to us by the Selling Stockholders, no Selling Stockholder is a broker-dealer or an affiliate of a broker-dealer.

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of common stock with respect to which the selling stockholderapplicable Selling Stockholder has voting and investment power. The percentage
Shares Beneficially Owned After Offering
Name of Selling StockholderNumber of Shares of Common Stock Beneficially Owned Prior to OfferingMaximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus
Number of Shares(2)
Percentage of Class(1)
SVF II Block (DE) LLC4,815,045 4,815,045 — *
Kenneth Darryl Tuchman5,288,208 5,288,208 — *
JAWS Capital LP26,414,530 8,414,530 18,000,000 *
Gogo Inc.4,406,839 4,406,839 — *
Legion Partners, L.P. I6,277,121 4,531,865 1,745,256 *
Legion Partners, L.P. II557,879 468,135 89,744 *
Anson Investments Master Fund LP4,000,000 4,000,000 — *
Anson East Master Fund LP1,000,000 1,000,000 — *
Live Microsystems Inc.2,767,830 2,467,830 300,000 *
Symbolic Logic Inc.628,821 528,821 100,000 *
CCUR Holdings Inc.628,821 528,821 100,000 *
Klein Family LLC542,923 542,923 — *
James Michael Johnston2,220,342 220,342 2,000,000 *
Brian K. Klein274,577 243,848 30,729 *
TOTAL37,457,207 22,365,729 
__________________
* Represents ownership of shares of common stock beneficially owned by the selling stockholder prior to the offering shown in the table below is based on an aggregate of 466,486,563 shares of our voting common stock outstanding on November 1, 2013.

     
Name of Selling Stockholder Number of
Shares of
Common Stock
Owned Prior to
Offering		 Number of
Shares of
Common Stock
to be Offered
Pursuant to this
Prospectus(3)		 Number of
Shares of
Common Stock
Owned After
Offering(3)
   Number Percent(2)  Number Percent
Hughes Network Systems LLC(1)  —   *   10,740,741   10,740,741   2.3% 

*Represents beneficial ownership of less than one percent of the outstanding shares of our voting common stock.
(1)Address of Hughes Network Systems LLC is 11717 Exploration Lane, Germantown, MD 20876.
(2)Applicable percentage ownership is based on 466,486,563 shares of our voting common stock outstanding as of November 1, 2013.
(3)Assumes issuance of all shares subject to Hughes’ option at $1.35 per share. As of the date of this prospectus, 3,166,474 shares could be offered pursuant to this prospectus.
less than 1%.

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PLAN OF DISTRIBUTION

We are registering the resale by the selling stockholder of shares of our voting common stock that we have issued or will issue to Hughes pursuant to the Hughes Agreement from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholder of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.

The selling stockholder may decide not to sell any shares of common stock. The selling stockholder may sell all or a portion of(1)This number represents the shares of common stock beneficially owned by it and offered hereby from timewe issued to time directly or through one or more underwriters, broker-dealers or agents, who may receive compensationeach respective Selling Stockholder in connection with the form of discounts, concessions or commissions from the selling stockholder and/or the purchasers of the shares of common stock for whom they may act as agent. In effecting sales, broker-dealers that are engaged by the selling stockholder may arrange for other broker-dealers to participate. Any brokers, dealers or agents who participate in the distribution of the shares of common stock by the selling stockholder may also be deemed to be “underwriters,” and any profits onXCOM Transaction.

(2)Assumes the sale of theall shares being offered pursuant to this prospectus.
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DESCRIPTION OF REGISTRANT’S SECURITIES
As of common stock by them and any discounts, commissions or concessions received by any such brokers, dealers or agents may be deemed to be underwriting discounts and commissionsSeptember 8, 2023, Globalstar had one class of securities registered under the Securities Act. To our knowledge, Hughes has not entered into any agreement, arrangement or understanding with any particular broker-dealer or market maker with respect to the shares of common stock offered hereby, nor do we know the identity of the broker-dealers or market makers that may participate in the resale of the shares. Because Hughes and any other selling stockholder, broker, dealer or agent may be deemed to be, an “underwriter” within the meaningSection 12 of the Securities Act, Hughes will (and any other selling stockholder, broker, dealer or agent may) be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of the Securities Act (including, without limitation, Sections 11, 12 and 17 thereof) and Rule 10b-5 under the Exchange Act.

The selling stockholder will act independently of us in making decisions with respect to the timing, manner and size of each sale. The selling stockholder may sell the shares of common stock in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods:

on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
in the over-the-counter market in accordance with the rules of FINRA;
in transactions otherwise than on these exchanges or systems or in the over-the-counter market;
through the writing or settlement of options, whether such options are listed on an options exchange or otherwise;
in ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
in block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
through purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
in an exchange distribution in accordance with the rules of the applicable exchange;
in privately negotiated transactions;
through broker-dealers which agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share;
through a combination of any such methods of sale; and
through any other method permitted pursuant to applicable law.

TABLE OF CONTENTS

The selling stockholder may also sell shares of common stock covered by this prospectus pursuant to Rule 144 promulgated under the Securities Act, if available, rather than under this prospectus. In addition, the selling stockholder may transfer the shares of common stock by other means not described in this prospectus.

Any broker-dealer participating in such transactions as agent may receive commissions from the selling stockholder (and, if they act as agent for the purchaser of such shares, from the purchaser). Broker-dealers may agree with the selling stockholder to sell a specified number of shares at a stipulated price per share, and, to the extent such a broker-dealer is unable to do so acting as agent for the selling stockholder, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to the selling stockholder. Broker-dealers who acquire shares as principal may thereafter resell such shares from time to time in one or more transactions (which may involve crosses and block transactions and which may involve sales to and through other broker-dealers, including transactions of the nature described above and pursuant to the one or more of the methods described above) at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices, and in connection with such resales may pay to or receive from the purchasers of such shares commissions computed as described above. To the extent required under the Securities Act, an amendment to this prospectus or a supplemental prospectus will be filed, disclosing:

the name of any such broker-dealers;
the number of shares involved;
the price at which such shares are to be sold;
the commission paid or discounts or concessions allowed to such broker-dealers, where applicable;
that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, as supplemented; and
other facts material to the transaction.

Pursuant to a requirement of the Financial Industry Regulatory Authority, or FINRA, the maximum commission or discount and other compensation to be received by any FINRA member or independent broker-dealer shall not be greater than eight percent (8%) of the gross proceeds received by us for the sale of any securities being registered pursuant to Rule 415 under the Securities Act.

The securities laws of some states require that shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless the shares have been registered or qualified for sale in that state or in compliance with an available exemption from registration or qualification.

There can be no assurance that the selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement of which this prospectus forms a part.

Underwriters and purchasers that are deemed underwriters under the Securities Act may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock, including the entry of stabilizing bids or syndicate covering transactions or the imposition of penalty bids. The selling stockholder and any other person participating in the sale or distribution of the shares of common stock will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder (including, without limitation, Regulation M of the Exchange Act), which may restrict certain activities of, and limit the timing of purchases and sales of any of the shares of common stock by, the selling stockholder and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making and certain other activities with respect to the shares of1934, as amended: our common stock. In addition, the anti-manipulation rules under the Exchange Act may apply to sales of the shares of common stock in the market. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.


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We have agreed to pay all expenses of the registration of the shares of common stock, estimated to be $13,000 in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “Blue Sky” laws.

At any time a particular offer of the shares of common stock is made by the selling stockholder, a revised prospectus or prospectus supplement, if required, will be distributed. Such prospectus supplement or post-effective amendment will be filed with the Securities and Exchange Commission to reflect the disclosure of any required additional information with respect to the distribution of the shares of common stock. We may suspend the sale of shares by the selling stockholder pursuant to this prospectus for certain reasonable periods of time on reasonable grounds, including if the prospectus is required to be supplemented or amended to include additional material information.


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DESCRIPTION OF OUR CAPITAL STOCK

The following summary of certain provisionsdescription of our capital stock is a summary and does not purport to be complete andcomplete. It is subject to and is qualified in its entirety by our amended and restated certificate of incorporation which is incorporated in this prospectus by reference to our Current Report on Form 8-K filed September 29, 2009 and to our Definitive Information Statement filed June 14, 2013 and by our bylaws which are incorporated in this prospectus by reference to our quarterly report on Form 10-Q for the quarter ended September 31, 2006.

Until March 17, 2006, we operated as a Delaware limited liability company. As such, the rights of our members were governed by the Delaware Limited Liability Company Act and the provisions of our limited liability company agreement which reflected various negotiations and agreements among Thermo Capital Partners LLC (together with its affiliates, “Thermo”), the creditors of our predecessor Globalstar, L.P. and others. The limited liability company agreement expressly permitted our conversion into a Delaware corporation provided that various provisions of the limited liability company agreement, including those dealing with election of directors, voting rights, preemptive rights and “tag along” rights, were incorporated into our certificate of incorporation. On March 17, 2006, we converted into a Delaware corporation. Our certificate of incorporation authorized the issuance of three series of common stock consisting of 300 million shares of Series A common stock, 20 million shares of Series B common stock and 480 million shares of Series C common stock. Each series of common stock had equivalent dividend and liquidation rights, but differing voting rights with respect to the election of directors, amendments to the certificate of incorporation and approval of certain transactions. Thermo held all of the Series C common stock, which entitled it to elect a majority of our directors. As required by our limited liability company agreement, our certificate of incorporation also restricted transfer of our common stock without approval of our board, granted all stockholders who were accredited investors pre-emptive rights to purchase shares of common stock if we issued additional shares of common stock, subject to certain exceptions, and entitled minority stockholders to participate in certain sales of a majority interest in our stock. The certificate also required that our stock be registered under the Exchange Act by October 13, 2006, which date subsequently was extended until December 31, 2006.

Amendment and Restatement of Certificate of Incorporation and Bylaws

In October 2006, our stockholders adopted an amended and restated certificate of incorporation and amended and restated bylaws to complete changes necessary to facilitate our initial public offering. In September 2009, our Board adopted amendment #1 to the amended and restated certificate of incorporation which increased the number of authorized shares of our stock from 900,000,000 to 1,100,000,000, comprised of 865,000,000 shares of voting stock and 135,000,000 shares of nonvoting stock. We are also authorized to issue up to 100,000,000 shares of preferred stock of one or more classes or series, as described below. In July 2013, we filed amendment #2 to the amended and restated certificate of incorporation that increased the number of authorized shares of our stock to 1,700,000,000, of which the number of shares designated as voting common stock was 1,200,000,000 and the number of shares designated as nonvoting stock was 400,000,000.

The following summary of the material terms and provisions of our capital stock is qualified in its entirety by reference to the forms of our amended and restated certificate of incorporation as amended, and our bylaws, copieseach of which may be obtained upon request. See “Where You Can Find Additional Information.”

are incorporated by reference as an exhibit to the Registration Statement on Form S-1 of which this prospectus is a part. We encourage you to read our certificate of incorporation, our bylaws and the applicable provisions of the Delaware General Corporation Law, Title 8 of the Delaware Code, for additional information.

Common Stock

General.  

General.     We are authorized to issue 1.22.15 billion shares of voting common stock, par value $0.0001 per share, and 400 million shares of nonvoting common stock, par value $0.0001 per share. All outstanding shares of common stock are, and all shares of common stock to be issued upon exercise of any warrants offered herebyunder existing obligations, including under our employee stock plans and convertible notes, will be, fully-paid and nonassessable. As of October 31, 2013, we had 126 stockholders of record of our voting common stock and one stockholder of record of our nonvoting common stock.

The nonvoting common stock has identical rights and privileges, including dividend and liquidation rights, as our voting common stock, except that holders of nonvoting common stock are not entitled to vote on any election or removal of our directors. Holders of nonvoting common stock have the right to convert their shares into voting common stock upon (i) the discretion of any holder; provided, however, that if the


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holder is Thermo, conversion will not be permitted if it would cause Thermo to own directly or indirectly voting stock in the election of directors representing 70% or more of the total voting power of all our outstanding voting stock having power to vote in the election of directors, (ii) the transfer (or, in the case of a transfer pursuant to a registration statement filed with the Securities and Exchange Commission or Rule 144 under the Securities Act of 1933, as amended, the proposed transfer) of the share of nonvoting common stock by the holder thereof to any transferee other than Thermo, (iii) our merger or consolidation with or into any other corporation (except a subsidiary of ours or of Thermo’s) or (iv) the sale of all or substantially all of our assets.

Dividends.  Dividends.     Subject to preferences that may be granted to holders of any preferred stock and restrictions under our credit agreement,facilities, the holders of our common stock will be entitled to dividends as may be declared from time to time by the board of directors from funds available therefor.

Voting Rights.  Except as noted above with regard to our nonvoting common stock, eachRights.     Each share of common stock entitles its holder to one vote on all matters to be voted on by the stockholders. Our certificate of incorporation does not provide for cumulative voting in the election of directors. Generally, all matters to be voted on by the stockholders must be approved by a majority or, in the case of the election of directors, by a plurality, of the votes present in person or by proxy and entitled to vote.

While Thermo beneficially own 45% or more of the shares of our common stock, two directors will be elected by a vote of the holders of shares of common stock not affiliated with Thermo (“Minority Directors”). Additionally, even if Thermo owns 70% or more of the voting power of our stock, Thermo may not vote more than 69.9% of the voting power of the shares eligible to vote in the election of any directors.

Preemptive Rights.  Rights.     Holders of common stock do not have preemptive rights with respect to ourthe issuance and sale by the company of additional shares of common stock or other equity securities of the company.

Liquidation Rights.  Rights.     Upon our dissolution, liquidation or winding-up, the holders of shares of common stock will be entitled to receive a portion of our assets available for distribution equivalentproportionate to their pro rata ownership of the outstanding shares of common stock.

Preferred Stock

Our board of directors has the authority, without further action of our stockholders, to issue up to 100 million shares of preferred stock, par value $0.0001 per share, in one or more series, to determine the number of shares constituting and the designation of each series and to fix the powers, preferences, rights and qualifications, limitations or restrictions thereof, which may include dividend rights, conversion rights, voting rights, terms of redemption, and liquidation preferences.
There are no restrictions on our ability tothe repurchase or redeemredemption of preferred stock by the Company in the event of any arrearage in the payment of dividends or sinking fund installments.

On June 19, 2009, we entered into a Conversion Agreement with Thermo Funding Company whereby Thermo Funding agreed to exchange all of the approximately $180 million of outstanding secured debt (including accrued interest) owed to it by us under the Second Amended and Restated Credit Agreement dated as of December 17, 2007, as amended, for one share of Series A Convertible Preferred Stock (the “Series A Preferred”). We filed a certificate of designation for the Series A Preferred on the same day. In December 2009, the one share of Series A Preferred was converted into 109,424,034 shares of voting common stock and 16,750,000 shares of non-voting common stock. We may not issue additional shares of Series A Preferred or create any other class or series of capital stock that ranks senior to or on parity with the Series A Preferred without the consent of Thermo Funding.

The issuance of preferred stock could adversely affect the holders of common stock. The potential issuance of preferred stock may discourage bids for shares of our common stock at a premium over the market price of our common stock, may adversely affect the market price of shares of our common stock and may discourage, delay or prevent a change of control. We have no current plans to issue any shares of preferred stock.

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Anti-takeover Effects of Certain Provisions of Our Amended and Restated Certificate of Incorporation and Bylaws and of Delaware General Corporation Law

The provisions of the Delaware General Corporation Law and our amended and restated certificate of incorporation and bylaws summarized below may have the effect of discouraging, delaying or preventing a hostile takeover, including one that might result in a premium being paid over the market price of our common stock, and discouraging, delaying or preventing changes in ourthe control or management.

management of the Company.

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Certificate of Incorporation and Bylaws

Our certificate of incorporation and bylaws provide that:

•if Thermo does not own a majority of our outstanding capital stock entitled to vote in the election of directors, no action can be taken by stockholders except at an annual or special meeting of the stockholders called in accordance with our bylaws, and stockholders may not act by written consent;
•while Thermo owns a majority of our outstanding capital stock entitled to vote in the election of directors, action can be taken by written consent signed by the number of stockholders necessary to authorize or take such action at a meeting;
•if Thermo does not own a majority of our outstanding capital stock entitled to vote in the election of directors, the approval of holders of 66 2/3% of the shares then entitled to vote in the election of directors will be required to adopt, amend or repeal our amended and restated certificatebylaws;
•while Thermo owns a majority of incorporationour outstanding capital stock entitled to vote in the election of directors, the approval of the majority of the holders of the shares then entitled to vote in the election of directors will be required to adopt, amend or repeal our bylaws;
•our board of directors is expressly authorized to make, alter or repeal our bylaws;
•stockholders may not call special meetings of the stockholders or fill vacancies on the board of directors;
•our board of directors isare divided into three classes of service with staggered three-year terms, meaning that only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective terms;
•our board of directors is authorized to issue preferred stock without stockholder approval;
•if Thermo does not own a majority of our outstanding capital stock entitled to vote in the election of directors, directors may only be removed for cause by the holders of 66 2/3% of the shares then entitled to vote in the election of directors;
•while Thermo owns a majority of our outstanding capital stock entitled to vote in the election of directors, directors may be removed with or without cause; provided that, Thermo may not vote on, or consent to, or have any voting power in respect to, the removal without cause of the Minority Directors; and
•we will indemnify directors and certain officers against losses they may incur in connection with investigations and legal proceedings resulting from their service to us, which may include services in connection with takeover defense measures.

The anti-takeover and other provisions of our certificate of incorporation and by-laws could discourage potential acquisition proposals and could delay or prevent a change in control. These provisions are intended to enhance the likelihood of continuity and stability in the composition of ourthe board of directors and in the policies formulated by the board of directors and to discourage certain types of transactions that may involve an actual or threatened change of control. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our shares that could result from actual or rumored takeover attempts. Such provisions also may have the effect of preventing changes in our management.

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Delaware General Corporation Law

We are subject to Section 203 of the Delaware General Corporation Law regulating corporate takeovers, which prohibits a Delaware corporation from engaging in any business combination with an “interested stockholder” for three years after the person becomes an interested stockholder unless:

•prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
•the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (a) shares owned by persons who are directors and also officers and (b) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

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•on or subsequent to the date of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

Except as otherwise specified in Section 203, an “interested stockholder” is defined to include (a) any person that is the owner of 15% or more of the outstanding voting securities of the corporation, or is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within three years immediately prior to the date of determination and (b) the affiliates and associates of any such person. Thermo is not an “interested stockholder” because it acquired more than 15% of our outstanding stock prior to the completion of our IPO.

initial public offering.

For purposes of Section 203, the term “business combinations” includes mergers, consolidations, asset sales or other transactions that result in a financial benefit to the interested stockholder and transactions that would increase the interested stockholder’s proportionate share ownership of our company.

Under some circumstances, Section 203 makes it more difficult for an interested stockholder to effect various business combinations with us. Although our stockholders have the right to exclude us from the restrictions imposed by Section 203, they have not done so. Section 203 may encourage companies interested in acquiring us to negotiate in advance with the board of directors, because the requirement stated above regarding stockholder approval would be avoided if a majority of the directors approves, prior to the time the party became an interested stockholder, either the business combination or the transaction which results in the stockholder becoming an interested stockholder.

Forum Selection Provision
Our Bylaws provide that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director or officer or other employee of the Company to the Company or to the Company’s shareowners, including a claim alleging the aiding and abetting of such a breach of fiduciary duty; (iii) any action asserting a claim against the Company or any current or former director or officer or other employee of the Company arising pursuant to any provision of the General Corporation Law of the State of Delaware or the Company’s Certificate of Incorporation or Bylaws (as either may be amended from time to time); (iv) any action asserting a claim related to or involving the Company that is governed by the internal affairs doctrine; or (v) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the General Corporation Law of the State of Delaware shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware).
Section 27(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) confers exclusive jurisdiction over all suits and actions to enforce a liability or duty created under the Exchange Act or the rules and regulations thereunder. Accordingly, the provisions above do not apply to any such suits or actions. In addition, a recent decision of the Delaware Court of Chancery has held that exclusive forum provisions of the kind included in the Company’s Bylaws do not apply to claims arising under the Securities Act of 1933. Unless action by the Delaware legislature or the Delaware courts provides otherwise, the provisions above will also not apply to such claims.
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This forum selection provision may limit the ability of holders of our shares to bring a claim arising in other instances in a judicial forum that such shareholders find favorable for disputes with us or our directors or officers, which may discourage such lawsuits against the Company and/or our directors and officers. Alternatively, if a court outside of the State of Delaware were to find this forum selection provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or claims described above, we may incur additional costs associated with resolving such matters in other jurisdictions, which could harm our business, prospects, financial condition and results of operations.
Strategic Review Committee
As part of the settlement of the previously disclosed shareholder action against us, captioned Mudrick Capital Management, LP, et al. v. Monroe, et al., C.A. No. 2018-0699-TMR, our certificate of incorporation and bylaws were amended to require us to form a Strategic Review Committee that is required to remain in existence for as long as Thermo beneficially owns 45% or more of our outstanding common stock. To the extent permitted by applicable law, the Strategic Review Committee has exclusive responsibility for the oversight, review and approval of, among other things and subject to certain exceptions, any acquisition by Thermo of additional newly-issued securities of the Company and any transaction between the Company and Thermo with a value in excess of $250,000. The approval of any of the foregoing transactions will require the vote of at least three members of the Strategic Review Committee.
Limitation of Liability of Directors

Our certificate of incorporation provides that no director shall be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability as follows:

•for any breach of the director’s duty of loyalty to us or our stockholders;
•for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; and
•for any transaction from which the director derived an improper personal benefit.

Listing

Our common stock is listed on the OTC MarketNYSE American under the trading symbol “GSAT.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare Investor Services LLC.


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TABLEMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of material U.S. federal income tax considerations relevant to the acquisition, ownership, and disposition of our common stock issued pursuant to this offering, but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended, or the Code, Treasury regulations promulgated or proposed thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service, or the IRS, in each case in effect as of the date hereof. These authorities may be changed, possibly with retroactive effect, so as to result in U.S. federal income tax consequences different from those set forth below. We have not sought, and will not seek, any rulings from the IRS regarding the matters discussed below, and we cannot give any assurance regarding whether the IRS will take a position contrary to those discussed below or whether the IRS will be able to sustain any such contrary position.
This summary is limited to holders who acquire our common stock pursuant to this offering and who hold shares of our common stock as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment purposes). This summary does not address the tax consequences arising under the laws of any non-U.S., state, or local jurisdiction or under U.S. federal gift and estate tax laws or the effect, if any, of the alternative minimum tax, or the requirements under Section 451 of the Code with respect to conforming the timing of income accruals to financial statements. In addition, this discussion does not address tax considerations applicable to a holder’s particular circumstances or to a holder that is or may be subject to special tax rules, including, without limitation:
•banks, insurance companies, or other financial institutions;
•partnerships or other entities or arrangements classified as partnerships for U.S. federal income tax purposes and investors therein;
•tax-exempt organizations or governmental organizations;
•regulated investment companies or real estate investment trusts;
•controlled foreign corporations, passive foreign investment companies, and corporations that accumulate earnings to avoid U.S. federal income tax;
•brokers or dealers in securities or currencies;
•traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;
•U.S. expatriates and former citizens or former long-term residents of the United States;
•persons who hold our common stock as a position in a hedging transaction, “straddle,” “conversion transaction,” or other risk reduction transaction;
•persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation;
•tax-qualified retirement plans;
•U.S. holders (as defined below) whose functional currency is not the U.S. dollar;
•qualified foreign pension funds as defined in Section 897(l)(2) of the Code and entities all of the interest of which are held by qualified foreign pension funds; and
•persons deemed to sell our common stock under the constructive sale provisions of the Code.
In addition, if a partnership (including an entity or arrangement classified as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner (including a person treated as a partner for U.S. federal income tax purposes) generally will depend on the status of the partner and upon the activities of the partnership. Accordingly, partnerships that hold our common stock, and partners in such partnerships, should consult their tax advisors regarding the tax consequences of acquiring, owning and disposing of our common stock.
THE RULES GOVERNING U.S. FEDERAL INCOME TAXATION ARE COMPLEX AND THIS SUMMARY IS FOR GENERAL INFORMATION ONLY. YOU SHOULD CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF CONTENTS

NAMED EXPERTSTHE U.S. FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP, AND COUNSEL

Legal Opinion

DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX RULES, U.S. ALTERNATIVE MINIMUM TAX RULES, OR UNDER THE LAWS OF

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ANY NON-U.S., STATE, OR LOCAL TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.
U.S. Holders
For the purposepurposes of this offering,discussion, a “U.S. holder” is a beneficial owner of our common stock that is, for U.S. federal income tax purposes:
•an individual who is a citizen or resident of the United States;
•a corporation (or other entity classified as a corporation for U.S. federal income tax purposes) created or organized (or treated as created or organized) in, or under the laws of, the United States, any state thereof, or the District of Columbia;
•an estate whose income is subject to U.S. federal income tax regardless of its source; or
•a trust (x) whose administration is subject to the primary supervision of a U.S. court and which has one or more “United States persons” (as defined in the Code) who have the authority to control all substantial decisions of the trust or (y) which has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.
Taxation of Distributions
If we pay distributions in cash or other property (other than certain distributions of our stock or rights to acquire our stock) to U.S. holders of shares of our common stock, such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. holder’s adjusted tax basis in our common stock. Any remaining excess distribution will be treated as gain realized on the sale or other disposition of the common stock and will be treated as described under “Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock” below.
Dividends we pay to a U.S. holder that is a taxable corporation generally will qualify for the dividends received deduction if the holder satisfies the requisite holding period requirements with respect to our common stock. If such corporate holder does not satisfy the holding period requirements, the corporation generally would have taxable income equal to the entire dividend amount.
With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), dividends we pay to a non-corporate U.S. holder may constitute “qualified dividends” subject to tax at the maximum tax rate imposed on long-term capital gain if the holder satisfies certain holding period requirements with respect to our common stock. If the holder does not satisfies the holding period requirements, the non-corporate holder generally will be subject to tax on such dividend at ordinary income tax rates instead of the preferential rates that apply to qualified dividend income.
Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock
Upon a sale or other taxable disposition of our common stock, a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized (generally the amount of cash and the fair market value of any property received in connection with the disposition) and the U.S. holder’s adjusted tax basis in the common stock. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period for the common stock disposed exceeds one year. If the holder does not satisfy the holding period requirements, any gain on a sale or other taxable disposition of the shares would be subject to short-term capital gain treatment and would be subject to taxation at ordinary income tax rates. Long-term capital gain recognized by non-corporate U.S. holders generally is eligible for taxation at reduced rates. The deductibility of capital losses is subject to limitations.
A U.S. holder’s adjusted tax basis in common stock generally will equal the U.S. holder’s acquisition cost for the common stock less any prior distributions treated as a return of capital. In the case of any shares of common stock originally acquired as part of an investment unit, the acquisition cost for the share of common stock that is part
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of the unit would equal an allocable portion of the acquisition cost of the unit based on the relative fair market values of the components of the unit at the time of acquisition.
Tax on Net Investment Income
Certain U.S. holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally are subject to a 3.8% tax on all or a portion of their net investment income, which may include their gross dividend income and net gains from the disposition of securities. Such U.S. holders that are beneficial owners of our common stock are encouraged to consult your tax advisors regarding the applicability of this tax on net investment income to your income and gain in respect of the ownership and disposition of our common stock.
Information Reporting and Backup Withholding
In general, information reporting requirements may apply to dividends paid to a U.S. holder and to the proceeds of the sale or other disposition of our shares of common stock, unless the U.S. holder is an exempt recipient. Backup withholding may apply to such payments if the U.S. holder fails to provide a taxpayer identification number, a certification of exempt status or has been notified by the IRS that the holder is subject to backup withholding (and such notification has not been withdrawn). A U.S. holder that is a corporation, however, generally is excluded from these information reporting and backup withholding rules.
Amounts withheld and paid to the IRS under the backup withholding rules are not treated as additional taxes. Rather, any amounts withheld under the backup withholding rules generally should be allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax liability, provided that the required information is furnished timely to the IRS.
Non-U.S. Holders
This section applies to you if you are a “non-U.S. holder.” A “non-U.S. holder” is a beneficial owner of our common stock that is neither a U.S. holder, as defined above, nor an entity or arrangement classified as a partnership for U.S. federal income tax purposes (generally a non-resident alien individual, foreign corporation, or non-U.S. estate or trust).
Distributions
Any distributions we make on our common stock to a non-U.S. holder, other than certain pro rata distributions of common stock, generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Distributions that exceed both our current and our accumulated earnings and profits will first constitute a return of capital and will reduce a non-U.S. holder’s adjusted tax basis in our common stock, but not below zero, and then any excess will be treated as capital gain from the sale of our common stock, subject to the tax treatment described below in “—Gain on Sale or Other Taxable Disposition of Common Stock.”
Any distribution constituting a dividend paid to you generally will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividend, or such lower rate as may be specified by an applicable income tax treaty, except to the extent that the dividend is “effectively connected” with your conduct of a trade or business (and, if an applicable income tax treaty applies, attributable to a permanent establishment or fixed base maintained by you) within the United States, as described below. In order to claim treaty benefits with respect to reduced withholding rates to which you are entitled, you must provide us with a properly completed IRS Form W-8BEN or W-8BEN-E (or other appropriate or successor form) certifying qualification for the reduced treaty rate. If you do not timely furnish the required documentation, but are otherwise eligible for a reduced rate of U.S. federal withholding tax pursuant to an income tax treaty, you may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. If you hold our common stock through a financial institution or other agent acting on your behalf, you will be required to provide appropriate documentation to the agent, who then will be required to provide certification to us or our paying agent, either directly or through other intermediaries.
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We may withhold up to 30% of the gross amount of the entire distribution even if greater than the amount constituting a dividend, as described above, to the extent provided for in Treasury regulations. If tax is withheld on the amount of a distribution in excess of the amount constituting a dividend, then you may obtain a refund of any such excess amounts if a claim for refund is timely filed with the IRS.
If a non-U.S. holder is engaged in a U.S. trade or business and dividends on our common stock are effectively connected with the conduct of that U.S. trade or business (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such dividends are attributable), then such non-U.S. holder would be subject to U.S. federal income tax on that dividend or gain on a net income basis at the regular rates, unless an applicable income tax treaty provides otherwise. In that case, such non-U.S. holder generally would be exempt from the withholding tax discussed above on dividends, although the non-U.S. holder generally would be required to provide a properly executed IRS Form W-8ECI in order to claim such exemption. In addition, if the non-U.S. holder is a corporation, it generally would be subject to a “branch profits tax” at a rate of 30% (or an applicable lower treaty rate) on its effectively connected earnings and profits attributable to such dividend or gain (subject to certain adjustments). Non-U.S. holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.
Gain on Sale or Other Taxable Disposition of Common Stock
You generally will not be required to pay U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our common stock unless:
•the gain is effectively connected with your conduct of a U.S. trade or business (and, if an applicable income tax treaty requires, the gain is attributable to a permanent establishment or fixed base maintained by you in the United States);
•you are an individual who is present in the United States for a period or periods aggregating 183 days or more during the taxable year in which the sale or other disposition occurs and certain other conditions are met (including that the gain is not described in the first bullet above); or
•shares of our common stock constitutes “United States real property interests” by reason of our status as a “United States real property holding corporation,” or a USRPHC, for U.S. federal income tax purposes, at any time during the shorter of (i) the five-year period ending on the date of the sale or other taxable disposition or (ii) your holding period for our common stock.
If you have gain described in the first bullet above, you generally will be subject to U.S. federal income tax on the gain derived from the sale or other taxable disposition (net of certain deductions or credits) under regular graduated U.S. federal income tax rates generally applicable to a U.S. holder, and if you are a corporation, you also may be subject to branch profits tax at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty) on the gain.
If you are an individual described in the second bullet above, you will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on the gain derived from the sale or other taxable disposition, which may be offset by U.S. source capital losses for that taxable year (even though you are not considered a resident of the United States), provided that you have timely filed U.S. federal income tax returns with respect to such losses.
If we are a USRPHC and the third bullet above applies, the gain will be subject to taxation at generally applicable U.S. federal income tax rates (subject to the exception discussed below for stock regularly traded on an established securities market). We will be a USRPHC if our United States real property interests comprise at least 50% of the sum of the fair market value of our worldwide real property interests plus our other assets used or held in our trade or business. We believe that we are not currently and (based upon our projections as to our business) will not become a USRPHC. The determination of whether we are a USRPHC, however, depends on the fair market value of our U.S. real property interests relative to the fair market value of our non-U.S. real property interests and our other business assets. Accordingly, we cannot give any assurance that we will not become a USRPHC in the future. Even if we are or become a USRPHC, you will not be subject to U.S. federal income tax on gain arising from the sale or other taxable disposition of our common stock if our common stock is “regularly traded” (within the
31

meaning of applicable Treasury regulations) on an established securities market, and you have owned, actually or constructively, five percent or less of our common stock at all times during the applicable period described in the third bullet above.
You should consult your tax advisor regarding any potential applicable income tax or other treaties that may provide for different rules.
Backup Withholding and Information Reporting
Payments of dividends on our common stock will not be subject to backup withholding, provided you either certify your status as a non-U.S. holder, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E, or W-8ECI (or other applicable form), or otherwise establish an exemption. We are required to file information returns with the IRS, however, in connection with any dividends on our common stock that we pay to you, regardless of whether any tax actually has been withheld. In addition, proceeds of the sale or other taxable disposition of our common stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting if you deliver the certification described above to the applicable withholding agent or you otherwise establish an exemption. Proceeds of a disposition of our common stock conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.
Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to tax authorities in your country of residence, establishment, or organization.
Amounts withheld and paid to the IRS under the backup withholding rules are not treated as additional taxes. Rather, any amounts withheld under the backup withholding rules generally should be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability, provided that the required information is furnished timely to the IRS.
Additional Withholding Tax on Payments Made to Foreign Accounts
Provisions of the Code (and applicable Treasury regulations) that are commonly referred to as the Foreign Account Tax Compliance Act, or FATCA, generally impose a U.S. federal withholding tax of 30% on dividends (including constructive dividends) paid (or treated as paid) to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) if the payee is a foreign financial institution, it undertakes certain diligence and reporting obligations, (2) if the payee is a non-financial foreign entity, it either certifies that it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) another exemption from FATCA applies. If the payee is a foreign financial institution and clause (1) above is intended to apply, the foreign financial institution must enter into an agreement with the U.S. government requiring, among other things, that it undertakes to withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders, and to annually identify accounts held by certain “specified United States persons” or “United States-owned foreign entities” (each as defined in the Code). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes but might be required to file a U.S. federal income tax return to claim the refund or credit. Prospective investors are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on an investment in our common stock.
THE PRECEDING DISCUSSION OF MATERIAL U.S. FEDERAL TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY. THIS DISCUSSION IS NOT TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE PROSPECTIVE INVESTOR’S OWN TAX ADVISORS REGARDING THE PARTICULAR U.S. FEDERAL, STATE, AND LOCAL AND NON-U.S. TAX CONSEQUENCES OF ACQUIRING, HOLDING, AND DISPOSING OF OUR COMMON STOCK, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS.
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LEGAL MATTERS
The validity of the issuance of the shares of common stock offered by this prospectus will be passed on for us by Taft Stettinius & Hollister LLP, Cincinnati, Ohio is giving its opinion on the validityOhio.
EXPERTS
The consolidated financial statements of Globalstar, Inc. at December 31, 2022 and 2021, and for each of the securities offered hereby.

Experts

The financial statements incorporatedthree years in this Prospectus by reference to the Annual Report on Form 10-K for the yearperiod ended December 31, 20122022, incorporated by reference in this prospectus and registration statement have been so incorporated in reliance on the report of Crowe Horwathaudited by Ernst & Young LLP, an independent registered public accounting firm, as set forth in their report thereon incorporated by reference herein, and are included in reliance upon such report given on the authority of saidsuch firm as experts in auditingaccounting and accounting.

auditing.

WHERE YOU CAN FIND MOREADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to our shares of common stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. Some items are omitted or incorporated by reference in accordance with the rules and regulations of the SEC. For further information with respect to us and the shares of common stock offered hereby, we refer you to the registration statement and the exhibits and schedules filed therewith. Statements contained or incorporated by reference in this prospectus as to the contents of any contract, agreement, or any other document are summaries of the material terms of such contract, agreement or other document. With respect to each of these contracts, agreements, or other documents filed as an exhibit to the registration statement, reference is made to the exhibits for a more complete description of the matter involved.
We file annual, quarterly and specialcurrent reports, proxy statements and other information with the SEC. You may readThe SEC maintains a web site that contains reports, proxy and copy any document weinformation statements, and other information regarding issuers that file at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please callelectronically with the SEC, at 1-800-SEC-0330 for further information on the Public Reference Room. Our SEC filings are also available to the public fromincluding us. The address of the SEC’s website atis http://www.sec.govwww.sec.gov.
We make available on or through our internet website, globalstar.com, our annual, quarterly and oncurrent reports, proxy statements and other information that we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information contained in, or accessible through, our website athttp://www.Globalstar.com/investors.

INFORMATION INCORPORATEDis not part of this prospectus and you should not rely on that information unless that information is also in this prospectus or incorporated by reference in this prospectus.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to incorporate“incorporate by reference thereference” information we file with it,into this prospectus, which means that we can disclose important information to you by referring you to another document that we have filed separately with the SEC. You should read the informationThe documents incorporated by reference because it is aninto this prospectus contain important part of this prospectus. We incorporate by reference theinformation that you should read about us. The following information or documents that we have filed with the SEC:

SEC pursuant to the Exchange Act are incorporated herein by reference (other than information deemed furnished and not filed in accordance with SEC rules, including Items 2.02 and 7.01 of Form 8-K):
•Our annual reportAnnual Report on Form 10-K and 10-K/A for the fiscal year ended December 31, 20122022 filed with the SEC on March 15, 2013 and April 30, 2013, respectively;
Our quarterly reports1, 2023, as amended on our Amended Annual Report on Form 10-Q10-K/A for the fiscal year ended December 31, 2022 filed withon August 29, 2023;
•Our Quarterly Reports on Form 10-Q for the SECquarter ended March 31, 2023, filed on May 10, 5, 2023, and for the quarter ended June 30, 2023, filed on August 3, 2023;
•Our Current Reports on Form 8-K filed on February 6, 2023, February 14, 2023, February 28, 2023, March 29, 2023, April 6, 2023, June 27, 2023, August 31, 2023and November 14, 2013;August 31, 2023; and
Our definitive information statement•The Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1944, filed with the SEC on June 14, 2013.

Any statement contained in any document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectusas Exhibit 4.3 to the extent that a statement contained in this prospectus or any prospectus supplement modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

We will provide without charge to each person, including any beneficial owner, to whom thisa prospectus is delivered, upon written or oral request, a copy of any or all documentsof the information that arehas been incorporated by reference intoin this prospectus but not delivered with this prospectus. You may request a copy of this information at no cost, by writing or telephoning us at the prospectus, other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that this prospectus incorporates. You should direct written requests to: following address or telephone number:
Globalstar, Inc. Investor Relations, 300
Attention: Corporate Secretary
1351 Holiday Square Blvd.,
Covington, LA 70433.

Louisiana 70433

(985) 335-1500
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TABLE OF CONTENTS



37,457,207 Shares
backcover1a.jpg
Common Stock
PROSPECTUS
September 8, 2023


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.Other Expenses of Issuance and Distribution

Distribution.

The following table sets forth the various costsexpenses payable by Globalstar and expensesexpected to be incurred in connection with the issuance and distribution of the shares of common stock being registered hereby (other than the underwriting discounts and commissions) payable by the company in connection with a distribution. All of securities registered hereby. All amountssuch expenses are estimates, exceptother than the SEC registration fee.

filing and listing fees payable to the Securities and Exchange Commission.
 
SEC registration fee $1,867.60 
Legal fees and expenses  5,000.00 
Accounting fees and expenses  5,000.00 
Miscellaneous  1,132.40 
Total $13,000.00 
Amount to be paid
SEC registration fee$6,109.12 
Transfer agent’s fees and expenses$5,000.00 
Printing expenses$25,000.00 
Legal fees and expenses$50,000.00 
Accounting fees and expenses$20,000.00 
Miscellaneous expenses$10,000.00 
Total$116,109.12 

Item 14.Indemnification of Directors and Officers

We are incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law (“DGCL”) provides that a Delaware corporation may indemnify any personpersons who wasare, or is a party or isare threatened to be made, a partyparties to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of thesuch corporation), by reason of the fact that hesuch person is or was aan officer, director, officer, employee, or agent of thesuch corporation, or is or was serving at the request of thesuch corporation as aan officer, director, officer, employee, or agent of another corporation partnership, joint venture, trust or other enterprise, againstenterprise. The indemnity may include expenses (including attorney’sattorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by himsuch person in connection with such action, suit, or proceeding, if heprovided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonablyreasonable cause to believe that his or her conduct was unlawful. Section 145 further provides that aillegal. A Delaware corporation similarly may indemnify any such person serving in any such capacitypersons who wasare, or is a party or isare threatened to be made, a partyparties to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor againstby reason of the fact that such person is or was a director, officer, employee, or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee, or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if heprovided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, of the corporation and except that no indemnification shallis permitted without judicial approval if such person is adjudged to be madeliable to the corporation. To the extent that a present or former officer or director is successful on the merits or otherwise in respectthe defense of any action, suit, or proceeding referred to above, or in the defense of any claim, issue, or matter therein, the corporation must indemnify him or her against the expenses (including attorneys’ fees) that such officer or director has actually and reasonably incurred. Our Certificate of Incorporation, as to which such person shall have been adjudged toamended, provides that our directors will not be personally liable to the corporation unless and only to the extent that the Delaware Court of Chancerycompany or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication ofour stockholders except for liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the Court of Chancery or such other court shall deem proper.

Section 102(b)(7) of the DGCL permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporationcompany or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, (relating to unlawful payment of dividends and unlawful stock purchase and redemption) or (iv) for any transaction from which the director derived an improper personal benefit.

The Registrant’s In addition, our Bylaws, as amended, provides for the indemnification of our directors and officers to the fullest extent permitted by law.

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Section 102(b)(7) of the DGCL permits a corporation to provide in its Certificate providesof Incorporation, as amended, that a director of the Registrant’s Directorscorporation shall not be personally liable to the Registrantcorporation or its stockholders for monetary damages for breach of fiduciary dutyduties as a director, except for liability for any:
•breach of a director’s duty of loyalty to the extentcorporation or its stockholders;
•act or omission not in good faith or that exculpationinvolves intentional misconduct or a knowing violation of law;
•unlawful payment of dividends or redemption of shares; or
•transaction from liabilitieswhich the director derives an improper personal benefit.
Our Bylaws, as amended, provide that expenses incurred by any director in defending any such action, suit or proceeding in advance of its final disposition shall be paid by us, provided such director must repay amounts in excess of the indemnification such director is not permitted underultimately entitled to.
We expect to enter into indemnification agreements with our directors, executive officers and certain other officers and agents pursuant to which they are provided indemnification rights that are broader than the specific indemnification provisions contained in the DGCL.
Section 174 of the DGCL as in effectprovides, among other things, that a director who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption may be held liable for such actions. A director who was either absent when the unlawful actions were approved, or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered on the books containing the minutes of the meetings of the board of directors at the time such liability is determined. The Registrant’s Certificate further provides that the Registrant shall indemnify its directors and officers to the fullest extent permitted by the DGCL. The Registrant has a liability insurance policy in effect which covers certain claims against any officeraction occurred or immediately after such director receives notice of the Registrant by reason of certain breaches of duty, neglect, errors or omissions committed by such person in his or her capacity as an officer or director.

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unlawful actions.

TABLE OF CONTENTS

Item 15.Recent Sales of Unregistered Securities.

Common Stock Purchase Agreement

The Registrant entered into a Common Stock Purchase Agreement datedSecurities

In connection with the XCOM ransaction (described herein), as consideration for the License and the other agreements of December 28, 2012 (the “Purchase Agreement”) with Terrapin Opportunity, L.P. (“Terrapin”) pursuant to which the Registrant may, subject to certain conditions, require Terrapin to purchase up to $30.0 million of shares of its voting common stock over the 24-month term following the effectiveness of the resale registration statement described below. This type of arrangement is sometimes referred to as a committed equity line financing facility. From time to time over the 24-month term, and in its sole discretion, the Registrant may present Terrapin with up to 36 draw down notices requiring Terrapin to purchase a specified dollar amount of shares of the Registrant’s voting common stock, based on the price per share per day over 10 consecutive trading days (a “Draw Down Period”). The per share purchase price for these shares equals the daily volume weighted average price of the common stock on each date during the Draw Down Period on which shares are purchased, less a discount ranging from 3.5% to 8.0% based on a minimum price that the Registrant specifies. In addition,Licensor in the Registrant’s sole discretion, but subject to certain limitations, the Registrant may require Terrapin to purchase a percentage of the daily trading volume of the Registrant’s common stock for each trading day during the Draw Down Period. The Registrant will not sell under the PurchaseLicense Agreement, a number of shares of voting common stock which, when aggregated with all other shares of voting common stock then beneficially owned by Terrapin and its affiliates, would result in the beneficial ownership by Terrapin or any of its affiliates of more than 9.9% of the thenwe issued and outstanding shares of voting common stock.

The Registrant has agreed to pay up to $40,000 of Terrapin’s legal fees and expenses. No additional legal fees incurred by Terrapin are payable by the Registrant in connection with any sale of shares to Terrapin.

On October 3, 2013, Terrapin purchased 6.1 million shares of voting common stock at a purchase price of $6 million pursuant to the Purchase Agreement. The issuance of the60,582,615 shares of common stock, par value $0.0001 per share, representing a transaction value of approximately $68,737,035, subject to Terrapin pursuantadjustment and a holdback to provide for certain liabilities related to the terms of the Purchase Agreement, isIntellectual Property Assets, in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuantAct. The Common Stock was issued to the exemption for transactions by an issuer not involving any public offering under Section 4(2) ofLicensor and Regulation D undercertain creditors thereof in a private placement in reliance on the Securities Act.

The Registrant has agreed to indemnify Terrapin and its affiliates for losses related to a breach of the representations and warranties by the Registrant under the Purchase Agreement or the other transaction documents or any action instituted against Terrapin or its affiliates due to the transactions contemplated by the Purchase Agreement or other transaction documents, subject to certain limitations. Terrapin is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. Terrapin will use an unaffiliated broker-dealer to effectuate all sales, if any, of common stock that it may purchase from us pursuant to the Purchase Agreement.

Exchange Agreement

On May 20, 2013, the Registrant entered into an Exchange Agreement dated as of May 20, 2013 (the “Exchange Agreement”) with the beneficial owners and investment managers for beneficial owners (whom we refer to collectively as the “Exchanging Note Holders”) of approximately 91.5% of its outstanding 5.75% Convertible Senior Notes due 2028 (the “5.75% Notes”) and completed the transactions contemplated by the Exchange Agreement. The terms of the Exchange Agreement were determined by extensive arm’s-length negotiations among the Registrant and the Exchanging Note Holders. Pursuant to the Exchange Agreement, the Exchanging Note Holders surrendered their 5.75% Notes (the “Exchanged Notes”) to the Registrant for cancellation in exchange for approximately 30.3 million shares of voting common stock of the Registrant, among other compensation. To the Registrant’s knowledge, none of the Exchanging Note Holders is an affiliate of the Registrant.

The exchange of the 5.75% Notes for common stock of the Registrant and other consideration was consummated pursuant to an exemption from the registration under Section 3(a)(9)requirements of the Securities Act of 1933, as amended (the “Act”). No commission or remuneration was paid or given, directly or indirectly, for soliciting the exchange transaction contemplatedprovided by the Exchange Agreement.

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TABLE OF CONTENTS

Common Stock Purchase Agreement

On May 20, 2013, the Registrant and Thermo Funding Company LLC (“TFC”) entered into a Common Stock Purchase Agreement pursuant to which it purchased 78,125,000 shares of the Registrant’s common stock for $25.0 million ($0.32 per share). TFC also agreed to purchase additional shares of common stock at $0.32 per share as and when required to fulfill its equity commitment to maintain the Registrant’s consolidated unrestricted cash balance at not less than $4.0 million. In furtherance thereof, TFC purchased an additional 43,750,000 shares of common stock for an aggregate purchase price of $14.0 million.

Pursuant to the Common Stock Purchase Agreement, the shares of common stock are shares of non- voting common stock.

The sale of shares of the Registrant’s common stock pursuant to the Common Stock Purchase Agreement was consummated pursuant to anSection 4(a)(2) thereunder. We relied on this exemption from registration under Section 4(2) of the Act for transactions not involving a public offering. TFC has agreed that the shares acquired by it are “restricted shares” and may not be transferred other than pursuant to an effective registration statement under the Act or an applicable exemption from registration.

Common Stock and Option Purchase Agreement

On May 20, 2013, TFC, which is controlledbased in part on representations made by the principal shareholder, Chairman and Chief Executive Officer of the Registrants, committed to invest up to $85 million in equity securities of the Registrant.

Pursuant to their commitment, TFC and Thermo Funding II LLC, a limited liability company also controlled by James Monroe III (“TFII,” and collectively with TFC, “Thermo Funding”), invested $6.0 million on July 29, 2013 and $6.5 million on August 19, 2013, on terms to be determined by a special committee of the Registrant’s board of directors consisting solely of the Registrant’s unaffiliated directors. During the period between July 29, 2013 and August 19, 2013, the Registrant’s voting common stock traded at a price ranging from $0.57 to $0.65 per share. Prior to the August 19 funding, the Registrant attempted to and was unable to obtain commitments from third party investors to purchase at least $20 million of the Registrant’s common stock at a price of $0.52 per share (before advisory fees), leaving Thermo Funding as the only party willing to invest $20 millionLicensor in the Registrant’s common stock at a price of at least $0.52 per share.

The Registrant, TFC and TFII entered into a Common Stock Purchase and Option Agreement pursuant to which Thermo Funding agreed to purchase 11,538,461 shares of the Registrant’s non-voting common stock in exchange for the $6.0 million invested in July and an additional $20 million, or 38,461,538 shares, consisting of the $6.5 million August amount and an incremental $13.5 million as and when requested to do so by the special committee through November 28, 2013. Thermo Funding further agreed to purchase up to $11.5 million of additional shares of non-voting common stock at a price equal to 85% of the average closing price of the voting common stock on the ten trading days immediately preceding the date of the special committee’s request until December 26, 2013.

The terms of the Common Stock Purchase and Option Agreement were approved on October 14, 2013.

The sale of shares of the Registrant’s common stock to Thermo Funding pursuant to the Common Stock Purchase and Option Agreement is exempt from registration under Section 4(2) of the Act for transactions not involving a public offering. Thermo Funding has agreed that the shares acquired by it are “restricted securities” and may not be transferred other than pursuant to an effective registration statement under the Act or an applicable exemption from registration.

License Agreement.

Item 16.Exhibits and Financial Statement Schedules.

Schedules

The exhibits and financial statement schedules filed as part of this registration statement are as follows:
(a)Exhibits.  See Exhibit Index.

Exhibit
No.		Description
3.1*
3.2*
3.3*
4.1*
4.2*
4.3*
5.1
II-2

10.1*
10.2*
10.3*
10.4*
10.5*
10.6*
10.7*
10.8*
10.9*
10.10*
10.11*
10.12*
10.13*
10.14*
10.15*
10.16*
10.17*
10.18*†
10.19*††
10.20*††
10.21*††
10.22*
10.23*
10.24*††
10.25*††
10.26*††
10.27*††
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10.28*††
10.29*††
10.30*††
10.31*
10.32*
10.33*
10.34*
10.35*
10.36*
10.37††
10.38††
10.39*††
21.1*
23.1
23.2
24.1
107
__________________
*Incorporated by reference.
†Portions of the exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission. The omitted portions have been filed with the Commission.
††Portions of the exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K.
(b)Financial Statement Schedules.

No

All financial statement schedules are providedomitted because they are inapplicablethe information required to be set forth therein not applicable or the requested information is shownincluded in the consolidated financial statements or related notes incorporated herein by reference.
Item 17. Undertakings
(a)The undersigned registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) if, in the aggregate, the
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changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that: Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)That, for the purpose of determining liability under the Securities Act to any purchaser:
(i)Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5)That, for the purpose of determining liability of the registrant or related notes thereto includedunder the Securities Act to any purchaser in the registrant’s Annual Reportinitial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)Any free writing prospectus relating to the offering prepared by or on Form 10-K filedbehalf of the undersigned registrant or used or referred to by the undersigned registrant;
II-5

(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the SEC on March 15, 2013.

securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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II-6

SIGNATURES

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Item 17.Undertakings.

(a)The undersigned registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii)to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In, the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(c)The undersigned registrant hereby undertakes that:
(1)For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2)For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrantregistrant has duly caused this Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Covington, State of Louisiana, on November 25, 2013.

GLOBALSTAR, INC.

September 8, 2023.
By:
GLOBALSTAR, INC.
/s/ James Monroe III

James Monroe III
Dr. Paul E. Jacobs
Dr. Paul E. Jacobs
Chief Executive Officer &
Chairman of the Board

POWERS

POWER OF ATTORNEY

KNOW BY ALL MENPERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of James Monroe IIIDr. Paul E. Jacobs and L. Barbee Ponder IV,Rebecca S. Clary, jointly and severally, his true and lawfulor her attorney-in-fact, and agent, with fullthe power of substitution, and resubstitution for him in his name, place and stead,or her in any and all capacities, to sign on his behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement and any or all amendments, including post-effective amendments to filethe Registration Statement, including a prospectus or an amended prospectus therein and any Registration Statement for the same withoffering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933 and all exhibits thereto and other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact andas agents and eitheror any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statementregistration statement has been signed by the following persons in the capacities and on the dates indicated:

indicated as of September 8, 2023.
SignatureTitle
Date
/s/ Dr. Paul E. JacobsChief Executive Officer
(Principal Executive Officer)
Dr. Paul E. Jacobs
/s/ Rebecca S. ClaryChief Financial Officer
(Principal Financial and Accounting Officer)
Rebecca S. Clary
/s/ James Monroe III

Director
James Monroe IIIPrincipal Executive Officer, Principal Financial Officer
and Director		November 25, 2013
/s/ Rebecca S. Clary

Rebecca S. Clary		Chief Accounting Officer and Corporate ControllerNovember 25, 2013
/s/ William A. Hasler

Director
William A. HaslerDirectorNovember 25, 2013
/s/ John Kneuer

John Kneuer		DirectorNovember 25, 2013
/s/ James F. Lynch

Director
James F. Lynch
DirectorNovember 25, 2013
/s/ Michael J. Patrick McIntyre

J. Patrick McIntyreLovett		Director
Michael J. LovettNovember 25, 2013
/s/ Richard S. Roberts

Richard S. RobertsKeith O. Cowan		Director
Keith O. CowanNovember 25, 2013
/s/ Benjamin G. WolffDirector
Benjamin G. Wolff
/s/ Timothy E. TaylorDirector
Timothy E. Taylor

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EXHIBIT INDEX

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Exhibit NumberDescription
 2.1* Asset Purchase Agreement among Axonn L.L.C., Spot LLC and Globalstar, Inc. dated December 18, 2009 (Exhibit 2.2 to Form 10-K filed March 12, 2010)
 3.1* Amended and Restated Certificate of Incorporation of Globalstar, Inc. (Exhibit 3.1 to Form 8-K filed September 29, 2009)
 3.2* Amendment #2 to Amended and Restated Certificate of Incorporation of Globalstar, Inc. (Appendix A to Definitive Information Statement filed June 14, 2013)
 3.3* Amended and Restated Bylaws of Globalstar, Inc. (Exhibit 3.2 to Form 10-Q filed December 18, 2006)
 4.2* Indenture between Globalstar, Inc. and U.S. Bank, National Association as Trustee dated as of April 15, 2008 (Exhibit 4.1 to Form 8-K filed April 16, 2008)
 4.3* First Supplemental Indenture between Globalstar, Inc. and U.S. Bank, National Association as Trustee dated as of April 15, 2008, including Form of Global 5.75% Convertible Senior Note due 2028 (Exhibit 4.2 to Form 8-K filed April 16, 2008)
 4.4* Amendment to First Supplemental Indenture between Globalstar, Inc. and U.S. Bank, National Association as Trustee dated as of December 1, 2008 (Exhibit 4.3 to Form 10-K filed
March 31, 2009)
 4.5* Second Supplemental Indenture between Globalstar, Inc. and U.S. Bank, National Association as Trustee dated as of June 19, 2009 (Exhibit 4.I to Form 8-K filed June 19, 2009)
 4.6* Form of 8.00% Senior Unsecured Convertible Note (Exhibit 4.2 to Form 8-K filed June 17, 2009)
 4.7* Form of Warrant issued June 19, 2009 (Exhibit 4.1 to Form 8-K filed June 17, 2009)
 4.8* Form of Warrant for issuance to Thermo Funding Company LLC pursuant to the Contingent Equity Agreement dated as of June 19, 2009 (Exhibit 4.1 to Form 10-Q filed August 10, 2009)
 4.9* Form of Warrant for issuance to Thermo Funding Company LLC pursuant to the Loan Agreement dated as of June 25, 2009 (Exhibit 4.2 to Form 10-Q filed August 10, 2009)
 4.10*Form of Amendment to Warrant to Purchase Common Stock (Exhibit 4.1 to Current Report on Form 8-K filed June 4, 2010)
 4.11*Third Supplemental Indenture between Globalstar, Inc. and U.S. Bank, National Association as Trustee dated as of June 14, 2011 (Exhibit 4.1 to Form 8-K/A filed June 21, 2011)
 4.12*Form of 5.0% Senior Unsecured Convertible Note (Exhibit 4.2 to Form 8-K/A filed June 21, 2011)
 4.13*Guaranty Agreement dated as of June 14, 2011 by and among Globalstar, Inc., Certain Subsidiaries of Globalstar, Inc. as Subsidiary Guarantors, in favor of U.S. Bank, national association, as Trustee (Exhibit 4.3 to Form 8-K/A filed June 21, 2011)
 4.14*Form of Warrant issued with the 5.0% Senior Unsecured Convertible Notes (Exhibit 4.4 to Form 8-K/A filed June 21, 2011)
 4.15*Registration Rights Agreement dated as of December 28, 2012 between Globalstar, Inc. and Terrapin Opportunity, L.P. (Exhibit 4.1 to Form 8-K filed January 2, 2013)
 4.16*Fourth Supplemental Indenture between Globalstar, Inc. and U.S. Bank, National Association as Trustee dated as of May 20, 2013, including Form of Global 8% Convertible Senior Note due 2028 (Exhibit 4.1 to Form 8-K filed May 20, 2013)
 5.1  Opinion of Taft Stettinius & Hollister LLP
10.1* Satellite Products Supply Agreement by and between QUALCOMM Incorporated and New Operating Globalstar LLC dated as of April 13, 2004 (Exhibit 10.6 to Form S-1, Amendment No. 4, filed October 17, 2006)

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Exhibit NumberDescription
10.2* Amendment No. 1 to Satellite Products Supply Agreement by and between QUALCOMM Incorporated and Globalstar LLC dated as of May 25, 2005 (Exhibit 10.7 to Form S-1, Amendment No. 4, filed October 17, 2006)
10.3* Amendment No. 2 to Satellite Products Supply Agreement by and between QUALCOMM Incorporated and Globalstar LLC dated as of May 25, 2005 (Exhibit 10.8 to Form S-1, Amendment No. 4, filed October 17, 2006)
10.4* Amendment No. 3 to Satellite Products Supply Agreement by and between QUALCOMM Incorporated and Globalstar LLC dated as of September 30, 2005 (Exhibit 10.9 to Form S-1, Amendment No. 4, filed October 17, 2006)
10.5* Amendment No. 4 to Satellite Products Supply Agreement by and between QUALCOMM Incorporated and Globalstar, Inc. dated as of August 15, 2006 (Exhibit 10.5 to Form 10-K filed March 31, 2009)
10.6* Amendment No. 5 to Satellite Products Supply Agreement by and between QUALCOMM Incorporated and Globalstar, Inc. dated as of November 20, 2007 (Exhibit 10.6 to Form 10-K filed March 31, 2009)
10.7* Amendment No. 6 to Satellite Products Supply Agreement by and between QUALCOMM Incorporated, Globalstar, Inc. and Globalstar Canada Satellite Company dated as of November 20, 2007 (Exhibit 10.7 to Form 10-K filed March 31, 2009)
10.8* Amendment No. 7 to Satellite Products Supply Agreement by and between QUALCOMM Incorporated, Globalstar, Inc. and Globalstar Canada Satellite Company dated as of October 27, 2008 (Exhibit 10.8 to Form 10-K filed March 31, 2009)
10.9* Amendment No. 8 to Satellite Products Supply Agreement by and between QUALCOMM Incorporated, Globalstar, Inc. and Globalstar Canada Satellite Company dated as of August 18, 2009 (Exhibit 10.4 to Form 10-Q filed May 7, 2010)
10.10*Amendment No. 9 to Satellite Products Supply Agreement by and between QUALCOMM Incorporated, Globalstar, Inc. and Globalstar Canada Satellite Company dated as of February 24, 2010 (Exhibit 10.5 to Form 10-K filed March 31, 2009)
10.11*Amended and Restated Satellite Construction Contract between Globalstar, Inc. and Thales Alenia Space dated June 3, 2009 (Exhibit 10.2 to Form 10-Q filed August 10, 2009)
10.12*Amendment No. 1 to Amended and Restated Satellite Construction Contract between Globalstar, Inc. and Thales Alenia Space France dated January 18, 2010 (Exhibit 10.10 to Form 10-K filed March 12, 2010)
10.13*Amendment No. 2 to Amended and Restated Satellite Construction Contract between Globalstar, Inc. and Thales Alenia Space France dated January 18, 2010 (Exhibit 10.11 to Form 10-K filed March 12, 2010)
10.14*Amendment No. 3 to Amended and Restated Satellite Construction Contract between Globalstar, Inc. and Thales Alenia Space France dated August 23, 2010 (Exhibit 10.14 to Form 10-K filed March 31, 2011)
10.15*Control Network Facility Construction Contract by and between Alcatel Alenia Space France and Globalstar, Inc. dated March 22, 2007 (Exhibit 10.1 to Form 10-Q filed May 15, 2007)
10.16*Amended and Restated Launch Services Agreement by and between Globalstar, Inc. and Arianespace dated March 9, 2010 (Exhibit 10.1 to Form 10-Q filed May 7, 2010)
10.17*Share Lending Agreement by and among Globalstar, Inc., Merrill Lynch International and Merrill Lynch, Pierce, Fenner & Smith Incorporated dated as of April 10, 2008 (Exhibit 10.2 to Form 8-K filed April 16, 2008)
10.18*Amendment to Share Lending Agreement by and among Globalstar, Inc. and Merrill Lynch International (through Merrill Lynch, Pierce, Fenner & Smith Incorporated) dated as of December 18, 2008 (Exhibit 10.24 to Form 10-K filed March 31, 2009)

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Exhibit NumberDescription
10.19* Share Lending Termination Agreement between Globalstar, Inc. and Merrill Lynch International dated as of July 3, 2013 (Exhibit 10.5 to Form 10-Q filed November 14, 2013)
10.20* Pledge and Escrow Agreement by and among Globalstar, Inc., U.S. Bank, National Association as Trustee, and U.S. Bank, National Association as Escrow Agent dated April 15, 2008 (Exhibit 10.1 to Form 8-K filed April 16, 2008)
10.21*†Contract between Globalstar, Inc. and Hughes Network Systems LLC dated May 1, 2008 (Exhibit 10.1 to Form 10-Q filed August 11, 2008)
10.22* Amendment No. 2 to Contract between Globalstar, Inc. and Hughes Network Systems LLC effective as of August 28, 2009 (Amendment No. 1 Superseded.) (Exhibit 10.2 to Form 10-Q filed November 6, 2009)
10.23* Amendment No. 3 to Contract between Globalstar, Inc. and Hughes Network Systems LLC effective as of September 21, 2009 (Exhibit 10.3 to Form 10-Q filed November 6, 2009)
10.24*†Amendment No. 4 to Contract between Globalstar, Inc. and Hughes Network Systems LLC dated as of March 24, 2010 (Exhibit 10.2 to Form 10-Q filed May 7, 2010)
10.25*†Amendment No. 5 to Contract between Globalstar, Inc. and Hughes Network Systems LLC dated as of April 5, 2011 (Exhibit 10.24 to Form 10-K/A filed June 25, 2012)
10.26*†Amendment No. 6 to Contract between Globalstar, Inc. and Hughes Network Systems LLC dated as of November 4, 2011 (Exhibit 10.25 to Form 10-K/A filed June 25, 2012)
10.27*†Amendment No. 7 to Contract between Globalstar, Inc. and Hughes Network Systems LLC dated as of February 1, 2012 (Exhibit 10.1 to Form 10-Q filed May 10, 2012)
10.28*†Letter Agreement dated March 30, 2012 between Globalstar, Inc. and Hughes Network Systems LLC (Exhibit 10.2 to Form 10-Q filed May 10, 2012)
10.29*†Letter Agreement dated June 26, 2012 between Globalstar, Inc. and Hughes Network Systems LLC (Exhibit 10.2 to Form 10-Q filed August 9, 2012)
10.30*†Letter Agreement dated September 27, 2012 between Globalstar, Inc. and Hughes Network Systems LLC (Exhibit 10.2 to Form 10-Q filed November 14, 2012)
10.31*†Letter Agreement dated December 20, 2012 between Globalstar, Inc. and Hughes Network Systems LLC (Exhibit 10.30 to Form 10-K filed March 15, 2013)
10.32*†Amendment No. 9 to Contract between Globalstar, Inc. and Hughes Network Systems LLC dated as of January 18, 2013 (Exhibit 10.1 to Form 10-Q filed May 10, 2013)
10.33*†Letter Agreement dated March 26, 2013 between Globalstar, Inc. and Hughes Network Systems LLC (Exhibit 10.4 to Form 10-Q filed May 10, 2013)
10.34*†Letter Agreement dated June 28, 2013 between Globalstar, Inc. and Hughes Network Systems LLC (Exhibit 10.3 to Form 10-Q filed August 14, 2013)
10.35* Letter Agreement dated August 7, 2013 between Globalstar, Inc. and Hughes Network Systems LLC (Exhibit 10.8 to Form 10-Q filed November 14, 2013)
10.36*†Amendment No. 10 to Contract between Globalstar, Inc. and Hughes Network Systems LLC dated as of August 7, 2013 (Exhibit 10.9 to Form 10-Q filed November 14, 2013)
10.37*†Purchase Agreement by and between Globalstar, Inc. and Ericsson Inc. dated October 1, 2008 (Exhibit 10.1 to Form 10-Q filed November 10, 2008)
10.38*†Amendment No. 1 to Purchase Agreement by and between Globalstar, Inc. and Ericsson Inc. dated as of December 1, 2009 (Exhibit 10.28 to Form 10-K filed March 12, 2010)
10.39*†Amendment No. 2 to Purchase Agreement by and between Globalstar, Inc. and Ericsson Inc. dated as of March 30, 2010 (Exhibit 10.3 to Form 10-Q filed May 7, 2010)
10.40*†Amendment No. 3 to Purchase Agreement by and between Globalstar, Inc. and Ericsson Inc. dated as of December 10, 2010 (Exhibit 10.30 to Form 10-K filed March 31, 2011)
10.41*†Amendment No. 4 to Purchase Agreement by and between Globalstar, Inc. and Ericsson Inc. dated as of November 21, 2011 (Exhibit 10.30 to Form 10-K filed March 13, 2012)

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Exhibit NumberDescription
10.42*†Amendment No. 5 to Purchase Agreement by and between Globalstar, Inc. and Ericsson Inc. dated as of December 20, 2011 (Exhibit 10.31 to Form 10-K filed March 13, 2012)
10.43*†Letter Agreement by and between Globalstar, Inc. and Ericsson, Inc. dated as of July 23, 2012 (Exhibit 10.2 to Form 10-Q filed August 9, 2012)
10.44*†Letter Agreement by and between Globalstar, Inc. and Ericsson Inc. dated as of March 8, 2012 (Exhibit 10.3 to Form 10-Q filed May 10, 2012)
10.45*†Letter Agreement by and between Globalstar, Inc. and Ericsson Inc. dated as of February 13, 2013 (Exhibit 10.3 to Form 10-Q filed May 10, 2013)
10.46*†Letter Agreement by and between Globalstar, Inc. and Ericsson Inc. dated as of June 20, 2013 (Exhibit 10.1 to Form 10-Q filed August 14, 2013)
10.47*†Letter Agreement by and between Globalstar, Inc. and Ericsson Inc. dated as of September 1, 2013 (Exhibit 10.7 to Form 10-Q filed November 14, 2013)
10.48* COFACE Facility Agreement between Globalstar, Inc., BNP Paribas, Societe Generale, Natixis, Calyon and Credit Industrial et Commercial date June 5, 2009 conformed to include amendments through October 28, 2010 (Exhibit 10.1 to Form 10-Q/A filed November 10, 2010)
10.49* Amendment No. 4 to Facility Agreement dated December 22, 2010 (Exhibit 10.1 to Form 8-K filed January 7, 2011)
10.50* Amendment No. 5 to Facility Agreement dated March 16, 2011 (Exhibit 10.1 to Form 8-K filed March 21, 2011)
10.51* Amendment No. 6 to the Facility Agreement dated March 29, 2011 (Exhibit 10.3 to Form 10-Q filed November 8, 2011)
10.52*†Deed of Waiver of Amendment No. 7 to the Facility Agreement dated September 30, 2011 (Exhibit 10.3 to Form 10-Q filed November 8, 2011)
10.53* Amendment No. 8 to the Facility Agreement dated January 23, 2012 (Exhibit 10.37 to Form 10-K/A filed June 25, 2012)
10.54* Amendment No. 9 to the Facility Agreement dated March 6, 2012 (Exhibit 10.38 to Form 10-K/A filed June 25, 2012)
10.55* Waiver Letter No. 10 to the Facility Agreement dated August 2, 2012 (Exhibit 10.1 to Form 10-Q filed November 14, 2012)
10.56* Waiver Letter No. 11 to the Facility Agreement dated October 12, 2012 (Exhibit 10.47 to Form 10-K filed March 15, 2013)
10.57* Waiver Letter No. 12 to the Facility Agreement dated November 21, 2012 (Exhibit 10.48 to Form 10-K filed March 15, 2013)
10.58* Waiver Letter No. 13 to the Facility Agreement dated January 23, 2013 (Exhibit 10.2 to Form 10-Q filed May 10, 2013)
10.59* Equity Commitment Restructuring Support and Consent Agreement by and among Globalstar, Inc., Thermo Funding Company LLC, BNP Paribas, as facility agent, security agent and chef de File under the COFACE Facility Agreement dated as of June 5, 2009 and the lenders who are parties to the facility, dated as of May 20, 2013 (Exhibit 10.1 to Form 8-K filed May 20, 2013)
10.60* Waiver Letter No. 15 to the Facility Agreement dated July 4, 2013 (Exhibit 10.6 to Form 10-Q filed November 14, 2013)
10.61* Global Deed of Amendment and Restatement dated July 31, 2013 (Exhibit 10.1 to Form 8-K dated August 21, 2013)
10.62* Deed of Amendment in respect of the Global Deed of Amendment and Restatement dated August 21, 2013 (Exhibit 10.2 to Form 8-K dated August 21, 2013)

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Exhibit NumberDescription
10.63*Amended and Restated Facility Agreement effective August 22, 2013 (Exhibit 10.3 to Form 8-K dated August 21, 2013)
10.64*Contingent Equity Agreement between Globalstar, Inc. and Thermo Funding Company LLC dated as of June 19, 2009 (Exhibit 10.4 to Form 10-Q filed August 10, 2009)
10.65*Loan Agreement between Globalstar, Inc. and Thermo Funding Company LLC dated as of June 25, 2009 (Exhibit 10.5 to Form 10-Q filed August 10, 2009)
10.66*Amended and Restated Loan Agreement between Globalstar, Inc. and Thermo Funding Company LLC dated as of July 31, 2013 (Exhibit 10.4 to Form 8-K dated August 21, 2013)
10.67*Registration Rights Agreement dated June 14, 2011 (Exhibit 10.3 to Form 8-K/A filed June 21, 2011)
10.68*Stock Purchase Agreement dated as of December 28, 2012 between Globalstar, Inc. and Terrapin Opportunity, Ltd. (Exhibit 10.1 to Form 8-K filed January 2, 2013)
10.69*Engagement Agreement dated as of December 28, 2012 between Globalstar, Inc. and Financial West Group (Exhibit 10.2 to Form 8-K filed January 2, 2013)
10.70*Exchange Agreement by and among Globalstar, Inc. and certain exchanging note holders dated as of May 20, 2013 (Exhibit 10.2 to Form 8-K dated May 20, 2013)
10.71*Common Stock Purchase Agreement between Globalstar, Inc. and Thermo Funding Company LLC dated as of May 20, 2013 (Exhibit 10.3 to Form 8-K dated May 20, 2013)
Executive Compensation Plans and Agreements
10.72*Amended and Restated Globalstar, Inc. 2006 Equity Incentive Plan (Annex A to Definitive Proxy Statement filed March 31, 2008)
10.73*Form of Restricted Stock Units Agreement for Non-U.S. Designated Executives under the Globalstar, Inc. 2006 Equity Incentive Plan (Exhibit 10.2 to Form 10-Q filed August 14, 2007)
10.74*Form of Notice of Grant and Restricted Stock Agreement under the Globalstar, Inc. 2006 Equity Incentive Plan (Exhibit 10.29 to Form 10-K filed March 17, 2008)
10.75*Form of Non-Qualified Stock Option Award Agreement for Members of the Board of Directors under the Globalstar, Inc. 2006 Equity Incentive Plan (Exhibit 10.1 to Form 8-K filed November 20, 2008)
10.76*Severance Agreement with Peter J. Dalton dated August 25, 2011 (Exhibit 10.2 to Form 10-Q filed November 8, 2011)
 10.77*†Form of Stock Option Award Agreement for use with executive officers (Exhibit 10.45 to Form 10-K filed March 31, 2011)
10.78*Letter Agreement dated September 25, 2012 between Globalstar, Inc. and Frank Bell (Exhibit 10.4 to Form 10-Q filed November 14, 2012)
 10.79*†2013 Key Employee Cash Bonus Plan (Exhibit 10.3 to Form 10-Q filed August 14, 2013)
21.1* Subsidiaries of Globalstar, Inc. (Exhibit 21.1 to Form 10-K filed March 15, 2013)
23.1  Consent of Crowe Horwath LLP
23.2  Consent of Taft Stettinius & Hollister LLP (included in Opinion filed as Exhibit 5.1 herein)
24.1  Power of Attorney (included as part of signature page)

*Incorporated by reference.
†Portions of the exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission. The omitted portions have been filed with the Commission.