[8-K] NEXTNAV INC. Reports Material Event

Rhea-AI Filing Summary

NextNav Inc. agreed to acquire Multilateration Location and Monitoring Service (M-LMS) licenses and rights to a petition for reconsideration related to additional M-LMS licenses, in a transaction with Telesaurus Holdings GB LLC and Skybridge Spectrum Foundation. The deal consideration is payable in cash and common stock and totals $50,000,000 at maximum. The petition, if successful, could restore licenses previously terminated by the FCC, which would expand the company’s licensed spectrum footprint; the reinstatement outcome is not guaranteed. The agreement is filed as an exhibit to the company’s SEC reports and is being carried out through NextNav’s wholly owned subsidiary.

Positive

• Acquisition of M-LMS licenses adds licensed spectrum assets to NextNav's balance sheet
• Includes rights to a petition for reconsideration that could reinstate additional licenses if granted
• Payment flexibility via cash and stock may preserve near-term cash depending on the final mix

Negative

• Purchase price cap of $50,000,000 could be material to cash resources or cause equity dilution
• Outcome-dependent value: the petition’s success is uncertain and controls potential upside
• No guaranteed reinstatement of terminated licenses, creating execution and regulatory risk

Insights

Corporate Development Analyst

Acquisition expands licensed spectrum capacity with a capped $50M cost.

The company is buying M-LMS licenses and rights to a petition that could reinstate additional licenses, paying up to $50,000,000 in cash and stock. This adds regulatory-based spectrum assets rather than operating revenue-generating businesses.

The main dependencies are the FCC’s treatment of the petition and the mix of cash versus equity consideration, which will affect near-term liquidity and dilution. Monitor filings for the final payment split and any FCC developments on the petition.

Regulatory & Spectrum Policy Analyst

Value depends on regulatory reversal; petition outcome is the pivotal variable.

The rights acquired include a petition for reconsideration that, if granted, may reinstate licenses terminated in the past. Reinstatement would increase licensed coverage and could improve deployment options for location services tied to M-LMS spectrum.

The principal risk is regulatory uncertainty: the petition may not be granted, leaving only the currently transferred licenses. Watch for FCC public notices or rulings and subsequent disclosures that specify which additional licenses, if any, are reinstated.

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 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

Date of Report (Date of earliest event reported): September 19, 2025

NEXTNAV INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-40985	87-0854654
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
11911 Freedom Drive, Ste. 200
Reston, Virginia 20190				20190
(Address of Principal Executive Offices)				(Zip Code)
Registrant’s Telephone Number, Including Area Code: (800) 775-0982

(Former Name or Former Address, if Changed Since Last Report)

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 Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		NN		Nasdaq Capital Market
Warrants, each to purchase one share of Common Stock		NNAVW		Nasdaq Capital Market

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.  ☐

1

Item  2.01. Completion of Acquisition or Disposition of Assets.

As disclosed in the Current Report on Form 8-K of NextNav Inc. (the “Company”) filed on March 11, 2024, the Company and its wholly-owned subsidiary, Progeny LMS, LLC, entered into an Asset Purchase Agreement (the “Agreement”) with Telesaurus Holdings GB LLC (“Telesaurus”) and Skybridge Spectrum Foundation (“Skybridge”) on March 7, 2024, pursuant to which the Company agreed to acquire (1) Multilateration Location and Monitoring Service (“M-LMS”) licenses (the “Licenses”) issued by the Federal Communications Commission (the “FCC”) and (2) rights to a petition for reconsideration dated December 20, 2017, which, if granted, may reinstate additional M-LMS licenses previously owned by Skybridge and Telesaurus and terminated by the FCC in 2017, for an aggregate purchase price of up to $50,000,000, payable in cash and shares of common stock of the Company (together, the “Transaction”). A copy of the Agreement was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed with the Securities and Exchange Commission on May 8, 2024, and is incorporated herein by reference.

The Transaction closed on September 19, 2025. In connection with the closing, the Company issued $20,000,100 in shares of common stock, or 1,194,820 shares, of the Company to Northlake Crystal, LLC, a Georgia limited liability company and a Permitted Transferee (as defined in the Agreement) of Telesaurus. The Agreement provides for potential additional future consideration in the amount of $20,000,000, payable in shares of common stock of the Company, contingent upon the FCC granting additional flexibility in the use of M-LMS spectrum, including the M-LMS spectrum covered by the Licenses.

The number of shares issued at closing was determined based on the 20-day trailing volume-weighted average price of the Company’s common stock calculated as of September 18, 2025.

Pursuant to the Resale Registration Rights Agreement that the Company entered into in connection with the Transaction, the Company intends to file a resale registration statement on Form S-3 to register such shares for resale under the Securities Act of 1933, as amended, in connection with the closing.

The Company has determined that pro forma financial information giving effect to the Transaction is not required and, accordingly, is not included in this Current Report on Form 8-K and will not be provided.

2

 Item 9.01. Financial Statements and Exhibits.

 (d) Exhibits.

Exhibit		Description
2.1		Asset Purchase Agreement, dated March 7, 2024, by and among NextNav Inc., Progeny LMS, LLC, Telesaurus Holdings GB LLC and Skybridge Spectrum Foundation (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the period ended March 31, 2024 filed by NextNav Inc. on May 8, 2024).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

3

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.

			NEXTNAV INC.
Date:	September 25, 2025	By:	/s/ James Black
			Name: James Black Title:   General Counsel and Secretary

4

FAQ

What is NextNav (NN) acquiring?

NextNav is acquiring M-LMS licenses and the rights to a petition for reconsideration that could reinstate additional M-LMS licenses.

How much will NextNav (NN) pay for the transaction?

The aggregate purchase price is up to $50,000,000, payable in cash and shares of common stock.

Does the acquisition guarantee additional licenses will be restored?

No. The petition for reconsideration may reinstate prior licenses if granted; there is no certainty the FCC will grant it.

Which counterparties are involved in the deal with NextNav (NN)?

The transaction is with Telesaurus Holdings GB LLC and Skybridge Spectrum Foundation.

Through which vehicle is NextNav making the purchase?

NextNav is completing the acquisition through its wholly owned subsidiary, Progeny LMS, LLC.