spce-20230622

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On June 22, 2023, Virgin Galactic Holdings, Inc. (the “Company”) entered into a distribution agency agreement (the “Distribution Agency Agreement”) with Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC (each, an “Agent” and collectively, the “Agents”) providing for the offer and sale of up to $400,000,000 of shares of the Company’s common stock, par value $0.0001 per share, from time to time by the Company through the Agents, acting as the Company’s sales agents, or directly to one or more of the Agents, acting as principal.

Sales of shares of the Company’s common stock, if any, as contemplated by the Distribution Agency Agreement, made through any Agent acting as sales agent or directly to any Agent acting as principal, will be made by any method permitted by law, including without limitation (i) by means of ordinary brokers’ transactions (whether or not solicited), (ii) to or through a market maker, (iii) directly on or through any national securities exchange or facility thereof, a trading facility of a national securities association, an alternative trading system or any other market venue, (iv) in the over-the-counter market, (v) in privately negotiated transactions or (vi) through a combination of any such methods.

None of the Agents is required to sell any specific number or dollar amount of shares of the Company’s common stock, but each has agreed, subject to the terms and conditions of the Distribution Agency Agreement, to use its commercially reasonable efforts, consistent with its normal trading and sales practices, to sell the shares of the Company’s common stock on the terms agreed upon by such Agent and the Company.

The Company will pay the applicable Agent a commission at a mutually agreed rate that will not (except as provided below) exceed 2.0% of the gross sales price of the shares of the Company’s common stock sold through the Agents, as the Company’s sales agents. The Company may also agree with any Agent to sell shares of the Company’s common stock in a manner that may constitute “distributions” within the meaning of Rule 100 of Regulation M under the Securities Exchange Act of 1934, as amended, in which case the Company and such Agent will agree to compensation for such Agent that is customary for such sales.

Under the terms of the Distribution Agency Agreement, the Company may also sell shares of its common stock to one or more of the Agents, as principal, at a price agreed upon at the time of sale. If the Company sells shares of its common stock to one or more of the Agents, as principal, the Company will enter into a separate terms agreement (a “Terms Agreement”) with such Agent or Agents, as applicable, setting forth the terms of the transaction. In any such sale to an Agent or Agents as principal, the Company may agree to pay the applicable Agent or Agents a commission or underwriting discount that may exceed 2.0% of the gross sales price of the Company’s common stock sold to such Agent or Agents, as principal.

The Company intends to use any net cash proceeds it receives from the issuance and sale by it of any shares of the Company’s common stock to or through the Agents for development of its spaceship fleet and infrastructure to scale its commercial operations, and for general corporate purposes, including working capital and general and administrative matters.

The Distribution Agency Agreement (which includes, as an exhibit thereto, the form of Terms Agreement) is filed herewith as Exhibit 1.1. The Distribution Agency Agreement contains customary representations, warranties, covenants, indemnification obligations of the Company and the Agents including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The representations, warranties and covenants contained in the Distribution Agency Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The description of the Distribution Agency Agreement and any Terms Agreement contained

herein does not purport to be complete and is qualified in its entirety by reference to the Distribution Agency Agreement (including such form of Terms Agreement included therein) filed herewith as an exhibit and incorporated herein by reference.

The Company’s entry into the Distribution Agency Agreement follows the completion of the offering and sale of an aggregate of $300 million in shares of the Company’s common stock under a prior distribution agency agreement dated August 4, 2022 (the “Prior Distribution Agency Agreement”). Since March 31, 2023, the Company sold an aggregate of 37.4 million shares under the Prior Distribution Agency Agreement for $164.6 million of gross proceeds, which is in addition to the 22.0 million shares the Company sold for $135.4 million of gross proceeds under the Prior Distribution Agency Agreement through March 31, 2023 as reported in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2023.

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.


	Virgin Galactic Holdings, Inc.

Date: June 22, 2023	By:	/s/ Douglas Ahrens
	Name:	Douglas Ahrens
	Title:	Executive Vice President, Chief Financial Officer and Treasurer


1700 Flight Way Tustin, California						92782
(Address of principal executive offices)						(Zip Code)


Exhibit No.						Description
1.1						Distribution Agency Agreement, dated June 2 2 , 2023, by and among the Company, Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC (including the form of Terms Agreement).
5.1						Opinion of Latham & Watkins LLP.
23.1						Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.1 hereto).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).