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): October 19, 2023 |
TERRAN ORBITAL CORPORATION
(Exact name of Registrant as Specified in Its Charter)
| | |
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:
| | | | |
Title of each class
| | Trading
Symbols | |
Name of each exchange on which registered
|
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 October 19, 2023, Terran Orbital Corporation (the “Company”) announced that the independent directors of the Board of Directors of the Company issued an open letter (the “Letter”) to the Company's shareholders in response to an October 11, 2023 letter sent by a shareholder group led by Sophis Investments LLC.
A copy of the press release announcing the Letter (including the contents of the Letter) 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: | October 20, 2023 | By: | /s/ James Black |
| | | James Black Senior Vice President, General Counsel and Secretary |
