UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): September 21, 2023 |
TERRAN ORBITAL CORPORATION
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-40170 | 98-1572314 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 6800 Broken Sound Parkway NW, Suite 200 | |
| Boca Raton, Florida 33487 | |
| (Address of Principal Executive Offices) | |
| (561) 988-1704 | |
| (Registrant's telephone number, including area code) | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
| | Trading Symbols | | Name of each exchange on which registered
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Common stock, par value $0.0001 per share | | LLAP | | New York Stock Exchange |
Warrants to purchase one share of common stock, each at an exercise price of $11.50 per share | | LLAP WS | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Items.
On September 25, 2023, Terran Orbital Corporation (the “Company”) announced that it closed its previously announced public offering of common stock and warrants. The Company issued and sold 23,214,290 shares of its common stock (or common stock equivalents in lieu thereof) and warrants to purchase up to 23,214,290 shares of common stock, at a combined public offering price of $1.40 per share (or common stock equivalent in lieu thereof) and accompanying warrant. The gross proceeds from the offering to the Company were approximately $32.5 million.
A copy of the press release announcing the completion of the offering is attached hereto and furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | TERRAN ORBITAL CORPORATION |
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Date: | September 25, 2023 | By: | /s/ Mathieu Riffel |
| | | Mathieu Riffel Senior Vice President, Acting Chief Financial Officer and Corporate Controller |