UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On May 29, 2024, Virgin Galactic Holdings, Inc. (the “Company”) received a notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that it is no longer in compliance with Section 802.01C of the NYSE Listed Company Manual (“Section 802.01C”), which requires listed companies to maintain an average closing price per share of at least $1.00 over a 30 consecutive trading-day period. Pursuant to Section 802.01C, the Company has a period of six months after receipt of the Notice (the “Cure Period”) to regain compliance. As of the date of this Current Report on Form 8-K, the Company is in compliance with all other NYSE continued listing standards.
On May 29, 2024, the Company notified the NYSE of its intent to cure the deficiency and regain compliance with Section 802.01C. On April 29, 2024, the Company made available to its stockholders and filed with the U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy statement on Schedule 14A (the “Proxy Statement”) related to the Company’s 2024 annual meeting of stockholders (the “Annual Meeting”). The Proxy Statement includes, among other things, a stockholder voting proposal to authorize the Company’s Board of Directors (the “Board”) to effect a reverse stock split of the Company’s outstanding shares of common stock, par value $0.0001 per share (“Common Stock”), after the Annual Meeting at a reverse stock split ratio ranging from any whole number between 1-for-2 and 1-for-20, as determined by the Board in its discretion (the “Reverse Stock Split”), subject to the Board’s authority to abandon such Reverse Stock Split. If the Company obtains stockholder approval of the Reverse Stock Split at the Annual Meeting and effects the Reverse Stock Split during the Cure Period, then the Company would expect to regain compliance with Section 802.01C at such time that the trading price per share of Common Stock promptly exceeds $1.00 per share, and remains above that level for at least the 30 trading-day period thereafter. The Company may consider various other available options to regain compliance with Section 802.01C.
The Company can otherwise regain compliance with Section 802.01C at any time during the Cure Period if, on the last trading day of any month during the Cure Period, the Common Stock has a closing price of at least $1.00 and an average closing price of at least $1.00 over the 30 trading-day period ending on such date. There can be no assurance that the Company will be able to regain compliance with Section 802.01C or will not otherwise be delisted from the NYSE before or after the stockholders have the opportunity to approve the Reverse Stock Split at the Annual Meeting and/or the Company is able to effect the Reverse Stock Split. In addition, there can be no assurance that the Company will be able to obtain stockholder approval of the Reverse Stock Split at the Annual Meeting.
The Common Stock will continue to be listed and trade on the NYSE under the symbol “SPCE”, subject to the Company’s compliance with the other NYSE continued listing standards.
| Item 7.01 | Regulation FD Disclosure. |
As required by Section 802.01C, on May 29, 2024, the Company issued a press release regarding the Notice. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act. All statements contained in this report other than statements of historical fact, including, without limitation, statements regarding the impact of the Notice on the Company’s business and results of operations and the trading prices and volatility of the Common Stock, the Company’s ability to cure compliance with Section 802.01C, including the ability to obtain timely stockholder approval of the proposal authorizing the Board, in its discretion, to effect a Reverse Stock Split or any other action intended to cure compliance with Section 802.01C, or at all, the availability or success of other options intended to cure compliance with Section 802.01C that the Company may take, and the Company’s ability to maintain compliance with the other requirements of the NYSE’s continued listing standards, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “strategy,” “future,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including but not limited to the risk that the Notice and noncompliance with Section 802.01C may impact the Company’s results of operations, business operations and reputation with or ability to serve its stockholders and/or customers, and the trading prices and volatility of the Common Stock; that any actions taken by the Company that are intended to cure compliance with Section 802.01C, including stockholder approval of the proposal authorizing the Board, in its discretion, to effect a Reverse Stock Split or any action that requires stockholder approval, may not be adequate to cure compliance with Section 802.01C or that the Company may otherwise fail to meet the NYSE’s continued listing standards; and the risk that the Company may not obtain required stockholder approval of the proposal authorizing the Board, in its discretion, to effect a Reverse Stock Split at the Annual Meeting or any other action intended to cure compliance with Section 802.01C, and the other factors, risks and uncertainties included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as such factors may be updated from time to time in the Company’s other filings with the Securities and Exchange Commission (the “SEC”), accessible on the SEC’s website at www.sec.gov and the Investor Relations section of the Company’s website at www.virgingalactic.com, which could cause the Company’s actual results to differ materially from those indicated by the forward-looking statements made in this report. Any such forward-looking statements represent management’s estimates as of the date of this report. While the Company may elect to update such forward-looking statements at some point in the future, it disclaims any obligation to do so, even if subsequent events cause the Company’s views to change.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release of Virgin Galactic Holdings, Inc., dated May 29, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 29, 2024 | VIRGIN GALACTIC HOLDINGS, INC. | |||||
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By: | /s/ Sarah Kim | ||||
| Name: | Sarah Kim | |||||
| Title: | Executive Vice President, Chief Legal Officer and Secretary | |||||