ANTERIX INC. : Results of Operations and Financial Condition, Unregistered Sale of Equity Securities (form 8-K)

ATEX

Item 2.02 Results of Operations and Financial Condition.

Anterix Inc.'s (the "Company") preliminary financial results for the fourth quarter and full year ended March 31, 2022 ("Fiscal 2022") are included below.

Anterix will host an investor conference call on May 20, 2022, at 8:30 am Eastern Time to discuss these preliminary financial results. Interested parties can participate in the call by dialing 888-267-2845 and using the conference code 231489. A replay of the call will be accessible on the Investor Relations section of Anterix's website at https://www.anterix.com/events/.

The information in this Current Report is being "furnished" pursuant to Item 2.02 of Form 8-K, and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. Accordingly, the information in this Item 2.02 will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or under the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

Forward-Looking Statements

Any statements, other than historical information, regarding Anterix Inc. or its business operations, plans, forecasts and opportunities, including its preliminary financial results for Fiscal 2022, constitute forward-looking statements within the meaning of the Federal securities laws. Any such forward-looking statements are based on Anterix's current expectations and are subject to a number of risks and uncertainties that could cause Anterix's actual future results or the actual results to differ materially from its current expectations or those implied by the forward-looking statements. These risks and uncertainties include, but are not limited to: (i) Anterix's preliminary financial results for Fiscal 2022 are subject to material changes and adjustments as the Company completes its financial closing procedures and its financial statements are audited by its outside auditors; (ii) Anterix may not be successful in commercializing its spectrum assets to its targeted utility and critical infrastructure customers, on a timely basis and on favorable terms; (iii) Anterix may be unable to secure broadband licenses from the FCC on a timely and cost-effective basis; (iv) Anterix has a limited operating history with its current business plan, which makes it difficult to evaluate its prospects and future financial results and its business activities, strategic approaches and plans may not be successful; (v) the value of Anterix's spectrum assets may fluctuate significantly based on supply and demand, as well as technical and regulatory changes; and (vi) Anterix may not be able to repurchase all of the shares anticipated under its proposed share repurchase program. Certain of these and other risk factors that may affect Anterix's future results of operations are identified and described in more detail in our most recent filings on Form 10-K and 10-Q and in other filings that we make with the SEC from time to time. These documents are available on our website at www.anterix.com under the Investor Relations section and on the SEC's website at www.sec.gov. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Except as required by applicable law, Anterix undertakes no obligation to update publicly or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. Forwards-looking statements reflect information and facts only as of the date of this letter.

Item 3.02. Unregistered Sales of Equity Securities.

On May 18, 2022, the Company issued Motorola Solutions, Inc. ("Motorola") 500,000 shares of its common stock (the "Shares"). Motorola received the Shares by electing to convert 500,000 Class B Units (the "Units") it held in PDV Spectrum Holding Company, LLC, a subsidiary of the Company (the "Subsidiary"). Motorola acquired the Units in September 2014 in connection with a Spectrum Lease Agreement between Motorola and the Subsidiary. Under the Spectrum Lease Agreement, Motorola leased a portion of the Company's narrowband spectrum, which was held by the Subsidiary, in consideration for an upfront, fully-paid leasing fee of $7.5 million and a $10.0 million investment in the Units. Motorola had the right at any time to convert its Units into the Shares, representing a conversion price of $20.00 per share. The Shares are currently restricted and may not be resold unless the resale is registered under the federal securities laws, or the Shares are sold in compliance with an exemption from the federal registration requirements.

The sale of the securities described above was exempt from registration under the Securities Act under Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder as a transaction by an issuer not involving any public offering. The recipient acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in this transaction. The recipient of securities was an accredited person and had adequate access, through employment, business or other relationships, to information about the registrant.

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