Form 8-K - Current report

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) November 9, 2023

_____________________________________________

Iridium Communications Inc.

(Exact name of registrant as specified in its charter)

_____________________________________________


Delaware	001-33963	26-1344998
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1750 Tysons Boulevard

Suite 1400

McLean, VA 22102

(Address of principal executive offices)

703-287-7400

(Registrant’s telephone number, including area code)

_____________________________________________

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 (see General Instruction A.2 below):

☐ 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 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, $0.001 par value

IRDM

The Nasdaq Stock Market LLC

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 7.01. Regulation FD Disclosure.

The Registrant previously announced that it had entered into agreements with Qualcomm Technologies, Inc. (“Qualcomm”), a subsidiary of QUALCOMM Incorporated, to enable satellite messaging and emergency services in smartphones powered by Snapdragon® Mobile Platforms using the Registrant’s satellite network (the “Qualcomm Agreements”). The Registrant and Qualcomm successfully developed and demonstrated the technology. Notwithstanding this technical success, smartphone manufacturers have not included the technology in their devices, and on November 3, 2023, Qualcomm notified the Registrant of its election to terminate the Qualcomm Agreements effective December 3, 2023.

On November 9, 2023, the Registrant issued a press release with further information regarding this matter. A copy of the press release is furnished herewith as Exhibit 99.1.

In accordance with General Instruction B.2. of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any incorporation language in such a filing, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description
99.1						Press release dated November 9, 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).*

* Submitted electronically with this Report in accordance with the provisions of Regulation S-T

SIGNATURE

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.

IRIDIUM COMMUNICATIONS INC.

Date: November 9, 2023 By: /s/ Thomas J. Fitzpatrick

Name: Thomas J. Fitzpatrick

Title: Chief Financial Officer

Press Contact:

Jordan Hassin

Iridium Communications Inc.

Jordan.Hassin@Iridium.com

+1 (703) 287-7421

X: @Iridiumcomm

Investor Contact:

Kenneth Levy

Iridium Communications Inc.

Ken.Levy@Iridium.com

+1 (703) 287-7570

Iridium Announces New D2D Direction

McLEAN, Va. – November 9, 2023 – Iridium Communications Inc. (Nasdaq:IRDM), a leading provider of global personal satellite communications, today announced an update to its relationship with Qualcomm Technologies, Inc. (Qualcomm), a subsidiary of QUALCOMM Incorporated.

Iridium previously announced that it entered into agreements with Qualcomm to enable satellite messaging and emergency services in smartphones powered by Snapdragon® Mobile Platforms using Iridium’s satellite network. The companies successfully developed and demonstrated the technology; however, notwithstanding this technical success, smartphone manufacturers have not included the technology in their devices. Due to this, on November 3, 2023, Qualcomm notified Iridium that it has elected to terminate the agreements, effective December 3, 2023.

“While I’m disappointed that this partnership didn’t bear immediate fruit, we believe the direction of the industry is clear toward increased satellite connectivity in consumer devices,” said Iridium CEO Matt Desch. “Led by Apple today, MNOs and device manufacturers still plan, over time, to provide their customers with expanded coverage and new satellite-based features, and our global coverage and regulatory certainty make us well suited to be a key player in this emerging market. User experience will be critical to their success, and we’ve proven that we can provide a reliable, global capability to mobile users.”

With the termination of these agreements, Iridium will be free to directly re-engage with smartphone OEMs, other chipmakers, and smartphone operating system developers that the Company had been collaborating with previously. Iridium will also be pursuing new relationships with smart device OEMs, chipmakers, and developers for its existing and future service plans. Companies electing to adopt an Iridium solution today will have long-term service certainty and can be involved in Iridium’s Narrowband Non-Terrestrial-Network service development planning, which was announced at the Company’s Investor Day in September 2023.

The termination of these agreements does not affect Iridium’s financial guidance for full-year 2023, as provided in its October 19, 2023 earnings release. The Company continues to expect that, as announced at Investor Day, it will generate about $1 billion in annual service revenue by 2030 and have the capacity to generate approximately $3 billion in shareholder returns through 2030.

About Iridium Communications Inc.

Iridium® is the only mobile voice and data satellite communications network that spans the entire globe. Iridium enables connections between people, organizations and assets to and from anywhere, in real time. Together with its ecosystem of partner companies, Iridium delivers an innovative and rich portfolio of reliable solutions for markets that require truly global communications. In 2019, the company completed a generational upgrade of its satellite network and launched its specialty broadband service, Iridium Certus®. Iridium Communications Inc. is headquartered in McLean, Va., U.S.A., and its common stock trades on the Nasdaq Global Select Market under the ticker symbol IRDM. For more information about Iridium products, services and partner solutions, visit www.iridium.com.

Forward-Looking Statements

Statements in this press release that are not purely historical facts may constitute forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding Iridium’s expectations with respect to direct-to-device services, as well as its short and long-term financial outlook and capacity to return capital to stockholders. Forward-looking statements can be identified by the words “anticipates,” “may,” “can,” “believes,” “expects,” “projects,” “intends,” “likely,” “will,” “to be” and other expressions that are predictions or indicate future events, trends or prospects. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Iridium to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, uncertainties regarding customer demand for Iridium’s products and services; Iridium’s ability to maintain the health, capacity and content of its satellite constellation, and the development of and market for Iridium’s products and services, as well as general industry and economic conditions, and competitive, legal, governmental and technological factors. Other factors that could cause actual results to differ materially from those indicated by the forward-looking statements include those factors listed under the caption “Risk Factors” in the Company’s Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) on February 16, 2023, as well as other filings Iridium makes with the SEC from time to time. There is no assurance that Iridium’s expectations will be realized. If one or more of these risks or uncertainties materialize, or if Iridium’s underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected. Iridium’s forward-looking statements are based on information available to it as of the date of this press release and speak only as of the date of this press release, and Iridium undertakes no obligation to update forward-looking statements.

Cover	Nov. 09, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 09, 2023
Entity Registrant Name	Iridium Communications Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33963
Entity Tax Identification Number	26-1344998
Entity Address, Address Line One	1750 Tysons Boulevard
Entity Address, Address Line Two	Suite 1400
Entity Address, City or Town	McLean
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22102
City Area Code	703
Local Phone Number	287-7400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Trading Symbol	IRDM
Security Exchange Name	NASDAQ
Title of 12(b) Security	Common Stock, $0.001 par value
Entity Emerging Growth Company	false
Entity Central Index Key	0001418819
Amendment Flag	false