---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-23-038122"
form_type: "8-K"
ticker: "NN"
cik: "0001865631"
company_name: "NEXTNAV INC."
filed_at: "2023-05-10T23:59:59+00:00"
generated_at: "2026-06-15T07:08:42.368732+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# NextNav closes $50M senior secured note offering; warrants represent ~12.5% dilution

## Summary
- Closed $50M private placement of 10% Senior Secured Notes due Dec 1, 2026; lenders can add $20M within 30 days, total up to $80M.
- Notes pay 10% interest semi-annually; at least 50% paid in cash, balance in cash or stock at company's option.
- Warrants to purchase common stock at $40M aggregate exercise price, representing ~12.5% fully diluted ownership; partially callable from 2025.
- Lenders include Whitebox Advisors, Susquehanna International Group, Clutterbuck Capital Management; B. Riley Securities acted as advisor.
- Proceeds provide multiple years of funding to enhance NextNav's GPS asset platform; notes secured by substantially all assets and guaranteed by domestic subsidiaries.

## SEC filing metadata
- accession: 0001213900-23-038122
- form_type: 8-K
- ticker: NN
- cik: 0001865631
- company_name: NEXTNAV INC.
- filed_at: 2023-05-10T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1865631/000121390023038122/0001213900-23-038122-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1865631/000121390023038122/ea178226-8k_nextnav.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-23-038122
- JSON: https://secwatch.observer/filing/0001213900-23-038122.json
- Plain text: https://secwatch.observer/filing/0001213900-23-038122.txt

## Key facts
- Material Agreements
  NEXTNAV INC. entered into Note Purchase Agreement with certain Purchasers named therein valued at $50,000,000 (effective 2023-05-09).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: certain Purchasers named therein
  - Value: $50,000,000
  - Effective: 2023-05-09
  source text: On May 9, 2023, NextNav Inc. (the “Company”) entered into a Note Purchase Agreement (the “NPA”) between the Company and certain Purchasers named therein pursuant to which the Company agreed to sell to the Purchasers, in a private placement (the “Private Placement”) pursuant to Section 4(a)(2) and Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), (a) $50,000,000 in aggregate principal amount of its 10% Senior Secured Notes due 2026 (the “Notes”) and (b) certain common stock purchase warrants (the “Warrants”) to purchase shares of the Company’s common stock.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1865631/000121390023038122/0001213900-23-038122-index.htm
- Material Agreements
  NEXTNAV INC. entered into Security Agreement with the Company, the Guarantors and the Notes Collateral Agent (effective 2023-05-09).
  - Action: entry
  - Counterparty: the Company, the Guarantors and the Notes Collateral Agent
  - Effective: 2023-05-09
  source text: The Notes are secured under a security agreement, dated as of May 9, 2023 (the “Security Agreement”), among the Company, the Guarantors and the Notes Collateral Agent.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1865631/000121390023038122/0001213900-23-038122-index.htm
- Material Agreements
  NEXTNAV INC. entered into Indenture with certain subsidiaries of the Company named therein as notes guarantors (the “Guarantors”) and GLAS Trust Company, LLC, as trustee and notes collateral agent valued at $50,000,000 (effective 2023-05-09).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: certain subsidiaries of the Company named therein as notes guarantors (the “Guarantors”) and GLAS Trust Company, LLC, as trustee and notes collateral agent
  - Value: $50,000,000
  - Effective: 2023-05-09
  source text: The Notes were issued at an issue price of 100% of their principal amount pursuant to an indenture, dated as of May 9, 2023 (the “Indenture”), among the Company, certain subsidiaries of the Company named therein as notes guarantors (the “Guarantors”) and GLAS Trust Company, LLC, as trustee and notes collateral agent (the “Trustee” and “Notes Collateral Agent”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1865631/000121390023038122/0001213900-23-038122-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.