Virgin Galactic (SPCE) 8-KOther Events

Sales of shares of the Company’s common stock, if any, as contemplated by the Sales Agreement, made through the Agent acting as sales agent or directly to the 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.

The Agent is not required to sell any specific number or dollar amount of shares of the Company’s common stock, but has agreed, subject to the terms and conditions of the Sales Agreement, to use its commercially reasonable efforts, consistent with its normal sales and trading practices, to sell the shares of the Company’s common stock on the terms agreed upon by the Agent and the Company.

The Sales Agreement provides that the Agent will be entitled to a commission in the amount of up to 3.0% of the gross sales price per share of all Shares sold through the Agent under the Sales Agreement.

Under the terms of the Sales Agreement, the Company may also sell shares of its common stock to the Agent, as principal, at a price agreed upon at the time of sale. In any such sale to the Agent as principal, the Company may agree to pay the Agent a commission or underwriting discount that may exceed 3.0% of the gross sales price of the Company’s common stock sold to the Agent, 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 Agent to further accelerate the development and production of its next-generation spaceflight fleet, including an additional mothership and third and fourth Delta Class spaceships. The Company may also use a portion of any net proceeds for general corporate purposes, including working capital and general and administrative matters.

The Sales Agreement is filed herewith as Exhibit 1.1. The Sales Agreement contains customary representations, warranties, covenants, indemnification obligations of the Company and the Agent, 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 Sales 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 Sales Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement filed herewith as an exhibit and incorporated herein by reference.

On November 4, 2024, the Company’s distribution agency agreement, dated June 22, 2023, with Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC (the “Distribution Agency Agreement”) and providing for the issuance and sale of up to an aggregate of $400 million of shares of the Company’s common stock, was terminated. Prior to its termination, the Company issued and sold an aggregate of 12.8 million shares of common stock for $396.2 million of gross proceeds under the Distribution Agency Agreement.