Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
11 2월 2022 - 6:41AM
Edgar (US Regulatory)
Prospectus Supplement
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Filed Pursuant to Rule 424(b)(3)
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(to Prospectus dated October 4, 2021)
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Registration No. 333- 259755
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REDWIRE CORPORATION
13,920,979 Shares of Common Stock
Up to 67,262,510 Shares of Common Stock by the Selling Shareholders
5,732,168 Warrants by the Selling Shareholders
This prospectus supplement updates and supplements
the prospectus dated October 4, 2021 (as further supplemented, the “Prospectus”), which forms a part of our Registration
Statement on Form S-1 (Registration No. 333-259755). This prospectus supplement is being filed to update and supplement the
information in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 10, 2022.
The Prospectus relates to (a) the issuance
by us of up to 13,920,979 shares of our common stock, par value $0.0001 per share (“Common Stock”), upon the exercise of warrants,
each exercisable for one share of Common Stock at a price of $11.50 per share (“Warrants”) and (b) the resale from time
to time of (i) up to 67,262,510 shares of Common Stock, consisting of 53,361,531 shares of Common Stock and 13,920,979 shares
of Common Stock issuable upon the exercise of Warrants and (ii) 5,732,168 Warrants by the selling security holders named in the Prospectus.
This prospectus supplement should be read in conjunction
with the Prospectus. This prospectus supplement updates and supplements the information in the Prospectus. If there is any inconsistency
between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Investing in our Common Stock and Warrants involves
risks that are described in the “Risk Factors” section beginning on page 12 of the Prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus
supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is February 10,
2022.
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
February 10, 2022
Date of Report (date of earliest event reported)
Redwire Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
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001-39733
(Commission File Number)
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98-1550429
(I.R.S. Employer Identification Number)
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8226 Philips Highway, Suite 101
Jacksonville, Florida 32256
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(Address of principal executive offices and zip code)
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(650) 701-7722
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(Registrant's telephone number, including area code)
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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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Common Stock, par value $0.0001 per share
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RDW
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New York Stock Exchange
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Warrants, each to purchase one share of Common Stock
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RDW WS
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 12b-2 of the Exchange Act.
Emerging
growth company x
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 2.02
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Results of Operations and Financial Condition
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On February 10, 2022, Redwire Corporation (the "Registrant")
utilized an investor presentation (the "Investor Presentation") at the Cowen 43rd Annual Aerospace/Defense & Industrials
Conference, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference, which included certain
preliminary financial results for fiscal 2021.
Item 7.01
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Regulation FD Disclosure.
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The Registrant is furnishing the Investor Presentation as
Exhibit 99.1 to this Form 8-K, which is to be used by the Registrant in meetings
with investors on February 10, 2022.
The information in this Item 7.01 disclosure, including Exhibit 99.1,
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to
the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933
or the Securities Exchange Act of 1934.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits. The following exhibit index lists the exhibit that
is furnished with this Current Report on Form 8-K:
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.
Date: February 10, 2022
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REDWIRE CORPORATION
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/s/ William Read
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Name: William Read
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Title: Chief Financial Officer
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Redwire (NYSE:RDW)
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