8-K

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): June 21, 2023

____________________________

Virgin Galactic Holdings, Inc.

(Exact name of registrant as specified in its charter)

 ____________________________

Delaware	001-38202	85-3608069
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

(949) 774-7640

(Registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 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, $0.0001 par value per share	SPCE	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 Events.

On June 21, 2023, Virgin Galactic Holdings, Inc. (the “Company”) issued a press release reporting that Evan Lovell, Chairman of the Company’s board of directors (the “Board”), unexpectedly passed away. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Raymond Mabus, Jr., former United States Secretary of the Navy, who was appointed Lead Independent Director of the Board in April 2023, will serve as Interim Chair of the Board until a permanent Chair has been identified and appointed.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release issued on June 21, 2023
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.

	Virgin Galactic Holdings, Inc.
Date: June 21, 2023	By:	/s/ Sarah Kim
	Name:	Sarah Kim
	Title:	Executive Vice President, Chief Legal Officer and Secretary

EX-99.1

Exhibit 99.1 Virgin Galactic Announces the Passing of Chair of the Board of Directors Evan Lovell Raymond Mabus, Jr. Will Serve as Interim Chair ORANGE COUNTY, Calif. June 21, 2023 – Virgin Galactic Holdings, Inc. (NYSE: SPCE) (the “Company” or “Virgin Galactic”) today announced with great sadness that Evan Lovell, the Chair of the Company’s Board of Directors, died unexpectedly following an illness on June 20, 2023. Mr. Lovell joined the Company’s Board in October 2019 and was appointed Chair in April 2023 after serving as Interim Chair since February 2022. Mr. Lovell was a Partner of the Virgin Group since 2012, where he served as Chief Investment Officer and managed the Virgin Group’s investment team globally. “Evan was a great friend, a talented colleague and a visionary leader who was instrumental in helping Virgin Galactic become the company we are today,” said Michael Colglazier, Chief Executive Officer of Virgin Galactic. “On behalf of the entire Company, we offer his family and loved ones our deepest condolences. We will miss him terribly.” Raymond Mabus, Jr., former United States Secretary of the Navy, who was appointed Lead Independent Director of the Board in April 2023, will serve as Interim Chair. About Virgin Galactic Virgin Galactic is an aerospace and space travel company, pioneering human spaceflight for private individuals and researchers with its advanced air and space vehicles. It has developed a spaceflight system designed to connect the world to the love, wonder and awe created by space travel and to offer customers a transformative experience. You can find more information at https://www.virgingalactic.com/. For media inquiries: Aleanna Crane - Vice President, Communications virgingalacticpress@virgingalactic.com For investor inquiries: Eric Cerny - Vice President, Investor Relations vg-ir@virgingalactic.com 949.774.7637

XML

Cover	Jun. 21, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 21, 2023
Entity Registrant Name	Virgin Galactic Holdings, Inc
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38202
Entity Tax Identification Number	85-3608069
Entity Address, Address Line One	1700 Flight Way
Entity Address, City or Town	Tustin
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92782
City Area Code	949
Local Phone Number	774-7640
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.0001 par value per share
Trading Symbol	SPCE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001706946