CONX Corp. (NASDAQ:CONX) announced in an 8-K this afternoon that it has entered into a $200 million subscription agreement with its founder and Chairman, Charles W. Ergen.
CONX previously indicated they were in discussions with DISH Network, so the $200 million size of Mr. Ergen subscription is a potential “tip of the hat” that a definitive agreement is forthcoming. Mr. Ergen is set to acquire around $200 million worth of CONX’s Series A Convertible Preferred Stock, totaling 17,391,300 shares at a price of $11.50 per share.
In connection with the closing of the transaction, CONX will file a certificate of designation for the preferred stock. On the tenth trading day following the date on which the VWAP for CONX’s common stock over any twenty trading days within any preceding thirty consecutive trading day period is greater than or equal to $11.50, each share of preferred stock will be converted into shares of the corporation’s Class A common stock on a one-for-one basis.
If it has not earlier been converted, the Company will redeem each Preferred Share after the date that is the fifth anniversary of the closing of the Company’s initial business combination, on not less than 10 nor more than 20 days prior notice, in cash at a price equal to $11.50 per share.
The closing of the agreement is contingent upon and is expected to occur concurrently with the completion of CONX’s business combination. While the SPAC still does not have a deal in hand, as stated above it remains in discussions with DISH Network (NASDAQ:DISH) regarding a potential transaction, which has been ongoing since October 2022.
Interestingly enough, Mr. Ergen is also the co-founder and current Chairman of Dish Network. CONX expects to announce additional details regarding the potential business combination if and when a definitive agreement is executed.
Currently, there is a looming completion deadline set for November 3, with only two days remaining, but an extension was sought earlier today at a shareholder meeting to push this deadline to May 2024. The outcomes of today’s extension meeting are still pending disclosure, but the substantial subscription agreement entered into by Mr. Ergen suggests a sense of optimism.
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