LIACOS Penumbra

Teacher, tree surgeon, Latam lawyer, soccer ref, chef, luv my family, Kinks et al.

[LIACOS Penumbra @Malsonian]

meanwhile, $ASTS is back to Square 1 trying ti figure out how to fix the flaw in its business model: How to get BBs into LEO. Serial, multi-month slippages in 'cadence'.
Actually 'cadence' is a misnomer--because it implies repeatability of launches, sorely lacking from get-go

[Anp🅰️nman @spacanpanman]

$ASTS: $1B convert is priced with 1.625% coupon and capped call, raising the effective conversion price to $149.20 or 1.5% potential dilution.

AST SpaceMobile Announces Pricing of Private Offering of $1.0 Billion of Convertible Senior Notes Due 2034 (Effective Conversion Price of $149.20 per Share with Capped Call)

Business Wire

MIDLAND, Texas -- July 15, 2026

AST SpaceMobile, Inc. (“AST SpaceMobile”) (NASDAQ: ASTS), the company building the first and only space-based cellular broadband network accessible directly by everyday smartphones, designed for both commercial and government applications, today announced the pricing of $1.0 billion aggregate principal amount of 1.625% convertible senior notes due 2034 (the “Notes”) in a private offering (the “Notes Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The sale of the Notes to the initial purchasers is expected to settle on July 20, 2026, subject to customary closing conditions.

Key Elements of the Transaction:
$1.0 billion 1.625% convertible senior notes due 2034, which have an initial conversion price of approximately $79.57 per share of AST SpaceMobile’s Class A common stock, which represents a premium of approximately 20.0% over the last reported sale price of AST SpaceMobile’s Class A common stock on July 15, 2026.

Capped call transactions entered into in connection with the pricing of the Notes have an initial cap price of $149.20 per share of AST SpaceMobile’s Class A common stock, which represents a premium of 125.0% over the last reported sale price of AST SpaceMobile’s Class A common stock on July 15, 2026.

Option to Purchase Additional Notes:
AST SpaceMobile also granted the initial purchasers of the Notes in the Notes Offering an option to purchase, for settlement within a 13-day period beginning on, and including, the first date on which the Notes are issued, up to an additional $150.0 million aggregate principal amount of Notes.

Use of Proceeds:
AST SpaceMobile estimates that the net proceeds from the Notes Offering will be approximately $983.6 million (or approximately $1,131.2 million if the initial purchasers’ option to purchase additional Notes is exercised in full), after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by AST SpaceMobile. AST SpaceMobile intends to use $96.9 million of the net proceeds from the Notes Offering to pay the cost of the capped call transactions described below. AST SpaceMobile intends to use the remaining net proceeds from the Notes Offering to pursue an expanding universe of growth initiatives and secure additional access to orbit for its space-based cellular broadband network, including partnerships and/or acquisitions to further vertically integrate its business and mitigate risks associated with third-party launch providers. AST SpaceMobile currently does not have any understandings or agreements with respect to any such strategic transactions. If the initial purchasers exercise their option to purchase additional Notes, AST SpaceMobile expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions with the option counterparties (as defined below), with the remainder of the net proceeds to be used as described above.

Additional Details of the Notes:

The Notes will be senior, unsecured obligations of AST SpaceMobile. The Notes will accrue interest at an annual rate of 1.625%, payable semiannually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027. The Notes will mature on February 1, 2034, unless earlier converted or repurchased.
Prior to the close of business on the business day immediately preceding November 1, 2033, noteholders will have the right to convert their Notes only upon the satisfaction of specified conditions and during certain periods. On or after November 1, 2033 and until the close of business on the second scheduled trading day immediately preceding February 1, 2034, noteholders may convert their Notes at any time regardless of these conditions. The initial conversion rate will be 12.5672 shares of AST SpaceMobile’s Class A common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $79.57 per share of AST SpaceMobile’s Class A common stock, which represents a premium of approximately 20.0% over the last reported sale price of $66.31 per share of AST SpaceMobile’s Class A common stock on the Nasdaq Global Select Market on July 15, 2026), subject to adjustment in certain circumstances. AST SpaceMobile will settle conversions of Notes by paying or delivering, as the case may be, cash, shares of AST SpaceMobile’s Class A common stock, or a combination thereof, at AST SpaceMobile’s election.

The Notes will not be redeemable at AST SpaceMobile’s option prior to the maturity date, and no sinking fund is provided for the Notes.

Noteholders will have the right, subject to certain conditions and exceptions described in the indenture governing the Notes (the “indenture”), to require AST SpaceMobile to repurchase for cash all or a portion of their Notes upon the occurrence of a fundamental change (as defined in the indenture) at a purchase price of 100% of their principal amount plus accrued and unpaid interest, if any, to, but excluding, the relevant repurchase date. In addition, following certain corporate events that occur prior to February 1, 2034, AST SpaceMobile will, in certain circumstances, increase the conversion rate for a noteholder who elects to convert its Notes in connection with such corporate events.

Capped Call Transactions:

In connection with the pricing of the Notes, AST SpaceMobile entered into capped call transactions with certain of the initial purchasers of the Notes or affiliates thereof and other financial institutions (the “option counterparties”). The capped call transactions cover, subject to customary adjustments, the number of shares of AST SpaceMobile’s Class A common stock initially underlying the Notes. The capped call transactions are expected generally to reduce the potential dilution to AST SpaceMobile’s Class A common stock upon any conversion of Notes and/or offset any cash payments AST SpaceMobile is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the capped call transactions is initially $149.20 per share, which represents a premium of 125.0% over the last reported sale price of AST SpaceMobile’s Class A common stock of $66.31 per share on the Nasdaq Global Select Market on July 15, 2026, and is subject to certain adjustments under the terms of the capped call transactions.

In connection with establishing their initial hedges of the capped call transactions, AST SpaceMobile expects the option counterparties or their respective affiliates will enter into various derivative transactions with respect to AST SpaceMobile’s Class A common stock and/or purchase shares of AST SpaceMobile’s Class A common stock concurrently with or shortly after the pricing of the Notes, including with, or from, as the case may be, certain investors in the Notes. This activity could increase (or reduce the size of any decrease in) the market price of AST SpaceMobile’s Class A common stock or the Notes at that time.

In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to AST SpaceMobile's Class A common stock and/or purchasing or selling AST SpaceMobile’s Class A common stock or other securities of AST SpaceMobile in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so during the 20 trading day period beginning on the 21st scheduled trading day prior to the maturity date of the Notes, or, to the extent AST SpaceMobile exercises the relevant termination election under the capped call transactions, following any repurchase or conversion of the Notes). This activity could also cause or avoid an increase or a decrease in the market price of AST SpaceMobile’s Class A common stock or the Notes, which could affect a noteholder’s ability to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of Notes, it could affect the number of shares, if any, and value of the consideration that a noteholder will receive upon conversion of its Notes.

The Notes are only being offered and will only be sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum. Neither the Notes nor the shares of AST SpaceMobile’s Class A common stock potentially issuable upon conversion of the Notes, if any, have been, or will be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, such registration requirements.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of the Notes or any shares of AST SpaceMobile’s Class A common stock potentially issuable upon conversion of the Notes and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful.

About AST SpaceMobile
AST SpaceMobile is building the first and only global cellular broadband network in space to operate directly with standard, unmodified mobile devices based on our extensive IP and patent portfolio, designed for both commercial and government applications. Our engineers and space scientists are on a mission to enable 4G and 5G space-based cellular broadband to every device, everywhere, for today’s nearly 6 billion mobile subscribers globally.

Forward-Looking Statements
This communication contains “forward-looking statements” that are not historical facts, including statements concerning the completion of the Notes Offering, the potential effects of entering into the capped call transactions, and the expected use of the net proceeds from the Notes Offering. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “potential,” “will,” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Such risks include, but are not limited to, whether AST SpaceMobile will consummate the Notes Offering, prevailing market conditions, the anticipated principal amount of the Notes, which could differ based upon the exercise of the initial purchasers’ option to purchase additional Notes, the anticipated use of the net proceeds from the Notes Offering, which could change as a result of market conditions or for other reasons, whether the capped call transactions described above will become effective, the effects of entering into these transactions, and the impact of general economic, industry or political conditions in the United States or internationally.

AST SpaceMobile cautions that the foregoing list of factors is not exclusive. AST SpaceMobile cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors in AST SpaceMobile’s Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 2, 2026, its Form 10-Q for the fiscal quarter ended March 31, 2026 filed with the SEC on May 11, 2026 and the future reports that it may file from time to time with the SEC. AST SpaceMobile’s securities filings can be accessed on the EDGAR section of the SEC’s website at https://t.co/csNoxNlcoY. Except as expressly required by applicable securities law, AST SpaceMobile disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

https://t.co/JWkRfORTZG

[LIACOS Penumbra @Malsonian]

@monaco_biotech got it, t/y. I am at a loss to get arms around how you trax so many names, at key data points. I'm very thankful for this HC bull as it has kept me out of the AI sweepstakes and made us $$...but rising UST yields are red flag, though I don't doubt this Admin will practice YCC

[LIACOS Penumbra @Malsonian]

@BioStocks ha! lost patience waiting for clinical trial results...in the $40s? 😅 own a little $ERAS lol

[LIACOS Penumbra @Malsonian]

@LukeGromen Sorry to see that many recent Full Reports are mostly cut & paste jobs on well trod themes, and coincide with PMs weakness on Tuesdays. How do you manage this? lol How do we make $$ on this, cuz hasn't been working? You haven't said in a while 'we're overweight AU, USTs...'

[LIACOS Penumbra @Malsonian]

@keepitquarterly Under this Admin., the rule of law dies a bit more each day--as a frmr. Corp. and Securities attorney, working hand in glove with SEC Staff to get to full, fair, and timely disclosure was the paradigm? With this hideous proposal, whither investors' protections?

[LIACOS Penumbra @Malsonian]

@monaco_biotech @DueDoctor wut? lol, does this signify lineage heretofore only guessed at? Happy 4th back at you! Daughter couldn't cotton to Happy Inde Day baloons for her bbq so got "Get Well Soon" ones. Always like your takes on bios, t/y

[LIACOS Penumbra @Malsonian]

@Super70sSports Ebbets Field, Bedford Ave., Brooklyn, NY, baby!!

[LIACOS Penumbra @Malsonian]

@Gerashchenko_en That looks like Anna from Kyiv 😀

[LIACOS Penumbra @Malsonian]

@StatBoy_Steven Maybe he had a better cast at VGK?

[LIACOS Penumbra @Malsonian]

@igorsushko absolutely w/ Blinken + Sullivan leading the charge; shaming UKR: how dare it defend itself? What's worse Biden & Co. (I voted for them), did this in mistaken belief that hitting RU refineries would lead to > $p.o.c., to ward off domestic inflation critics . Of course opp is true

[LIACOS Penumbra @Malsonian]

@Lars57360069 @MikeMKTs @mc154mc154 @PaulAll95402077 @from1to4000000 @joeschmo180 @TrendSpider $LQDA @Lars57360069 I would even put the 'ordeal, the incessant angst of UT's unethical,patent trolling, which had one, sole objective, to destroy the company and RJ, ahead of dd and research, as we had to endure the uncertainty of legal outcomes

[LIACOS Penumbra @Malsonian]

@LukeGromen well, that did not age well, yet again for LG calls 🤣

[LIACOS Penumbra @Malsonian]

@hannahapexfit that’s our Hannah! Go get ‘em, back stronger than ever!

[LIACOS Penumbra @Malsonian]

tnks Alpha H; 2 Qs: 1/when you say " He also knows that his ruling at this point is not going to affect the commercial realities and equities and so he is not rushed..." since pre-Hikma, ur position must be that JA will find invalidity; 2/are dependent claims tied spec to MOA?

[Alpha Hunter @AlphaHunte79332]

The sell side analysis of the implications of the Hikma ruling for $LQDA misses the mark.

Sell side is calling it bullish but calling it bullish for the wrong reasons - e.g. that it takes away the possibility of a drug removal. While that may be true, that is not the important read through.

Hikma is bullish because it has a direct bearing on the dependent claims analysis. Everyone has been focused on Claims 1 and 14, and ignored the dependent claims.

The dependent claims are murky and Andrews was always troubled by them. He could use Bayer to say that they don't have patentable weight, and are therefore not valid but the cleaner arrow was always going to be Hikma - which if it got over turned would allow him to say that there is no induced infringement either.

This Hikma ruling in effect says that if it is not on the label, then it is not the company's problem. The capabilities outlined in the dependent claims are not in $LQDA's label ergo it is impossible per Hikma for $LQDA to infringe those claims.

That new precedent knocks out every dependent claim very cleanly now.

The timeline of this case as much as it vexed folks makes more sense now.

Andrews hears the case in June and recognizes both that a launch is underway and he might have to rule against the party launching - which is why he asks for expedited briefing and speaks to the mess it would be if he finds against $LQDA.

After the initial briefing, he sees that he has a route to find for $LQDA on Claim 14 and Claim 1, which is the case, but he still has these outstanding dependent claims.

That fall, the solicitor general asks that the SC take up Hikma (this being Andrew's prior case and one that $UTHR cited in their brief is likely one he is following). He knows that if the SC takes it up and reverses the Federal Circuit court, he has a clean shot on the murkier dependent claims and a much more thorough opinion. He also knows that his ruling at this point is not going to affect the commercial realities and equities and so he is not rushed. Might as well wait for this ruling to come out. So he takes his time and now we finally have this ruling and so he has all the pieces he needs.

[LIACOS Penumbra @Malsonian]

@BDC_Analyst if these cites are accurate and there is little or nothing in UT's cc that vitiates what Martine is quoted as saying, yeah, this is important $LQDA tnks for post

[LIACOS Penumbra @Malsonian]

@ces921 Congrats, Craig, well done Daughter and her Dad!

[LIACOS Penumbra @Malsonian]

@hannahapexfit Hannah, so sorry to see this, from your footie career? I wish you a speedy, problem-free recovery. Your heart will ached being sidelined, I know this, but you are a fighter and will be back at the gym to get stronger, more fit than ever. Best wishes to you

[LIACOS Penumbra @Malsonian]

@Gerashchenko_en Blinken: heh, that's some holier than thou stuff from former Sec'ty State, who while in office worked hard to cripple the Ukraine war effort: slow walked or vetoed offensive materièle, castigated UKR's strategy of targeting RU refineries bec., omg, might inc p.o.c, wrong heded 2x

[LIACOS Penumbra @Malsonian]

Yep: $UTHR COO said, "While competitive landscape for inhaled prostacyclins remains dynamic, our continued growth for Tyvaso DPI reflects the resilience of our commercial strategy..." Martine refers to $rev. diversification (IPF and magic sauce Ralinepag). Howsoever, JA holds key

[Alpha Hunter @AlphaHunte79332]

It will be amusing to watch the song and dance that Martine puts on to explain away this quarter. Maybe she will blame collapsing sales on a winter snow storm or will wave her hands about some new nonsense product. They will do everything but admit the honest truth - $LQDA has a better product and they are taking the entirety of this market from $UTHR. Martine knows it too as you see from her Form 4 sales. Maybe the market will finally wake up to this fact today.