Virgin Galactic to Sell Up to $500 Million in Common Stock

Virgin Galactic Holdings
Full Document

We have entered into a distribution agency agreement (the “Distribution Agency Agreement”) with Credit Suisse Securities (USA) LLC (“Credit Suisse”), Morgan Stanley & Co. LLC (“Morgan Stanley”) and Goldman Sachs & Co. LLC (collectively with Credit Suisse and Morgan Stanley, the “Agents”), dated July 12, 2021, relating to the sale of shares of our common stock offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Distribution Agency Agreement, we may offer and sell shares of our common stock, $0.0001 par value per share, having an aggregate offering price of up to $500,000,000 from time to time through or to the Agents, acting as our agents or as principal.

Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “SPCE”. On July 9, 2021, the last reported sale price of our common stock was $49.20 per share.

Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made in sales deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act. No Agent is required to sell any specific amount of securities, but each will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

The Agents will be entitled to compensation at a commission rate of up to 2.0% of the gross sales price per share sold under the Distribution Agency Agreement. See “Plan of Distribution” beginning on page S-11 for additional information regarding the compensation to be paid to the Agents. In connection with the sale of shares of our common stock on our behalf, the Agents will be deemed to be “underwriters” within the meaning of the Securities Act and the compensation of the Agents will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Agents with respect to certain liabilities, including liabilities under the Securities Act.

Investing in our common stock involves risks. You should read carefully and consider the risks referenced under “Risk Factors” beginning on page S-6 of this prospectus supplement, as well as the other information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus before making a decision to invest in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.