rdw-20260609
__________________________________
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 9, 2026
___________________________________
Redwire Corporation
(Exact name of registrant as specified in its charter)
___________________________________
Delaware (State or other jurisdiction of incorporation) | 001-39733 (Commission File Number) | 88-1818410 (IRS Employer Identification No.) | |||||||||
8226 Philips Highway, Suite 101 Jacksonville, Florida | 32256 | ||||||||||
(Address of principal executive offices) | (Zip Code) | ||||||||||
(650) 701-7722 | |||||||||||
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:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
☐ | 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(s) | Name of each exchange on which registered | ||||||
Common Stock, $0.0001 par value per share | RDW | 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 1.01 - Entry into a Material Definitive Agreement
On June 9, 2026, Redwire Corporation (the “Company”), entered into an Equity Distribution Agreement (the “June 2026 ATM Agreement”) by and between the Company, Truist Securities, Inc., J.P. Morgan Securities LLC, BofA Securities, Inc., TCBI Securities, Inc., doing business as Texas Capital Securities, A.G.P./Alliance Global Partners, B. Riley Securities, Inc., Canaccord Genuity LLC, H.C. Wainwright & Co., LLC, KeyBanc Capital Markets Inc. and Roth Capital Partners, LLC (each an “Agent” and collectively, the “Agents”). Pursuant to the terms of the June 2026 ATM Agreement, the Company may sell, from time to time through or to the Agents, as the Company’s sales agent and/or as principal, shares of its common stock, par value $0.0001 per share (the “Shares”), having an aggregate gross sales price of up to $500 million. The sales, if any, of the Shares made under the June 2026 ATM Agreement may be made in sales deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the New York Stock Exchange, on any other existing trading market for the Shares, or to or through a market maker other than on an exchange. The Agents may also sell the Shares by any other method permitted by law, including in block trades and privately negotiated transactions. The Agents will use commercially reasonable efforts consistent with their normal trading and sales practices and applicable laws and regulations to sell the Shares from time to time, based upon the Company’s instructions (including any price or size limits the Company imposes). The Company intends to use the net proceeds from the offering, after deducting the Agents’ commissions and the Company’s offering expenses, for working capital purposes and other general corporate purposes, which may include repayment or refinancing of outstanding debt, financing strategic acquisitions or investments, and financing research and development activities to accelerate the development of our products and solutions.
For sales of Shares through the Agents, the Company will pay the Agents a commission of up to 3% of the gross sales price per Share. The Company may also sell Shares to the Agents as principal for the Agents’ own account at a price agreed upon at the time of sale. If the Company sells Shares to the Agents as principal, the Company will enter into a separate terms agreement with the Agents. The Company has no obligation to sell any Shares under the June 2026 ATM Agreement, and may at any time suspend the offering of Shares under the June 2026 ATM Agreement. Unless earlier terminated as provided below, the June 2026 ATM Agreement will automatically terminate upon the issuance and sale of all of the Shares subject to the June 2026 ATM Agreement. The Company and each Agent, solely with respect to its own obligations, may terminate the June 2026 ATM Agreement at any time by written notice.
The June 2026 ATM Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and the Agents have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.
The Shares will be offered and sold pursuant to a shelf registration statement on Form S-3ASR (File No. 333-289380), which was filed with the Securities and Exchange Commission on August 7, 2025 and became effective upon filing, and a related prospectus supplement, dated June 9, 2026.
In connection with the Company’s entry into the June 2026 ATM Agreement, on June 9, 2026, the Company terminated its Equity Distribution Agreement (the “May 2026 ATM Agreement”), dated May 6, 2026, by and between the Company, Truist Securities, Inc., J.P. Morgan Securities LLC, BofA Securities, Inc., TCBI Securities, Inc., doing business as Texas Capital Securities, A.G.P./Alliance Global Partners, B. Riley Securities, Inc., Canaccord Genuity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC. The Company is not subject to any termination penalties related to the termination of the May 2026 ATM Agreement.
The foregoing description of the June 2026 ATM Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion and consent of Sheppard, Mullin, Richter & Hampton LLP relating to the Shares being offered is filed as Exhibit 5.1 and 23.1, respectively, to this Current Report on Form 8-K.
Page 2
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description | |||||||
1.1 | ||||||||
5.1 | ||||||||
23.1 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
Page 3
SIGNATURES
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: June 9, 2026
Redwire Corporation | |||||
By: | /s/ Chris Edmunds | ||||
Name: | Chris Edmunds | ||||
Title: | Chief Financial Officer | ||||
Page 4