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NextDecade Corp. – ‘8-K’ for 9/14/22

On:  Monday, 9/19/22, at 5:20pm ET   ·   For:  9/14/22   ·   Accession #:  1437749-22-22735   ·   File #:  1-36842

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/19/22  NextDecade Corp.                  8-K:1,3,9   9/14/22   13:638K                                   RDG Filings/FA

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     31K 
 2: EX-10.1     Exhibit 10.1 - Common Stock Purchase Agreement      HTML    239K 
 3: EX-10.2     Exhibit 10.2 - Registration Rights Agreement        HTML    158K 
 8: R1          Document And Entity Information                     HTML     46K 
11: XML         IDEA XML File -- Filing Summary                      XML     13K 
 9: XML         XBRL Instance -- next20220914_8k_htm                 XML     13K 
10: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 5: EX-101.DEF  XBRL Definitions -- next-20220919_def                XML     37K 
 6: EX-101.LAB  XBRL Labels -- next-20220919_lab                     XML     48K 
 7: EX-101.PRE  XBRL Presentations -- next-20220919_pre              XML     36K 
 4: EX-101.SCH  XBRL Schema -- next-20220919                         XSD     14K 
12: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    19K 
13: ZIP         XBRL Zipped Folder -- 0001437749-22-022735-xbrl      Zip     99K 


‘8-K’   —   Current Report


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 iX:   C: 
 i false  i 0001612720 0001612720 2022-09-19 2022-09-19
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 

 
 
 
 
FORM  i 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):  i September 14, 2022
 
 i NEXTDECADE CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
     
 i Delaware
 i 46-5723951
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
 i 1000 Louisiana Street, Suite 3900,  i Houston,  i Texas  i 77002
(Address of Principal Executive Offices) (Zip Code)
 
( i 713)  i 574-1880
(Registrant’s Telephone Number, Including Area Code)
 
N/A
(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):
 
     
 
 i 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
 
 i 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
 
 i 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
 
 i 
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
 
Name of each exchange on which registered:
 i Common Stock, $0.0001 par value
 
 i NEXT
 
The  i Nasdaq Stock Market LLC
 
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  i 
 
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 1.01. Entry into a Material Definitive Agreement.
 
On September 14, 2022, NextDecade Corporation (the “Company”) entered into a common stock purchase agreement (the “Stock Purchase Agreement”) for a private placement (the “Private Placement”) with several institutional investors (collectively, the “Purchasers”), pursuant to which the Company agreed to sell, and the Purchasers severally agreed to purchase, an aggregate of 15,454,160 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $5.50 per share for an aggregate purchase price of approximately $85.0 million.  The Private Placement closed on September 19, 2022 (the “Closing Date”).
 
The Stock Purchase Agreement includes customary representations, warranties and covenants from the Company and the Purchasers. Pursuant to the Stock Purchase Agreement, the Company agreed to indemnify the Purchasers and their respective affiliates (collectively, the “Indemnified Parties”) from and against all claims, damages, losses and expenses (including fees and disbursements of counsel) incurred by the Indemnified Parties arising out of the Stock Purchase Agreement, except to the extent such claim, damages, loss or expense is found in a final order to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct.
 
Pursuant to the Stock Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) on September 19, 2022 with the Purchasers.  Under the Registration Rights Agreement, the Company is required to file a registration statement within 15 days after the Closing Date with respect to the resale of shares of Common Stock held by the Purchasers. Additionally, the Purchasers may in certain instances elect to dispose of shares of Common Stock pursuant to an underwritten offering or engage in an underwritten block trade. The Purchasers will also have demand and piggy-back registration rights covering any shares of Common Stock held by the Purchasers. The Registration Rights Agreement also contains customary indemnification obligations.
 
The shares to be issued to the Purchasers under the Stock Purchase Agreement were issued pursuant to an exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D, which is promulgated thereunder. The Company relied on this exemption from registration based in part on representations made by the Purchasers.
 
Credit Suisse Securities (USA) LLC served as placement agent in connection with the Private Placement, and the Company has agreed to pay customary placement fees and reimburse certain expenses of the placement agent.
 
The foregoing summaries of the Stock Purchase Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Stock Purchase Agreement and Registration Rights Agreement, which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated herein by reference.
 
No Offer or Solicitation
 
THE INFORMATION CONTAINED IN THIS CURRENT REPORT ON FORM 8-K IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SHARES OF COMMON STOCK OR ANY OTHER SECURITIES OF THE COMPANY. THE SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE COMPANY IS FILING THIS CURRENT REPORT ON FORM 8-K WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION FOR THE SOLE PURPOSE OF REPORTING ITS ENTRY INTO THE AGREEMENTS REFERENCED ABOVE, AS REQUIRED BY THE RULES AND REGULATIONS OF THE COMMISSION.
 
Item 3.02      Unregistered Sales of Equity Securities.
 
The information regarding the Private Placement set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
 
9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
 
SIGNATURE
 
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.
 
Dated: September 19, 2022
 
     
 
NEXTDECADE CORPORATION
     
 
By:
   
   
Title: General Counsel
 
 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:9/19/224
For Period end:9/14/22
 List all Filings 


5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/11/24  NextDecade Corp.                  10-K       12/31/23   94:15M                                    Workiva Inc Wde… FA01/FA
 3/10/23  NextDecade Corp.                  10-K       12/31/22   78:6M                                     RDG Filings/FA
11/10/22  NextDecade Corp.                  10-Q        9/30/22   65:12M                                    RDG Filings/FA
10/14/22  NextDecade Corp.                  424B3                  1:175K                                   RDG Filings/FA
 9/30/22  NextDecade Corp.                  S-1                    4:338K                                   RDG Filings/FA
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