NEXTW NextDecade Corporation (PK)

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.