Form 8-K - Current report

FALSE00013044923 Garret Mountain PlazaSuite 401Woodland ParkNJ00013044922025-01-092025-01-09

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): January 9, 2025

Anterix Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36827

33-0745043

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification No.)

3 Garret Mountain Plaza Suite 401 Woodland Park, NJ						07424
(Address of principal executive offices)						(Zip Code)

[phone]

Registrant’s telephone number, including area code

Not applicable

(Former name or former address, if changed since last report)

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:

☐ 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(b))

☐ 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 the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol			Name of Each Exchange on which registered
Common Stock, $0.0001 par value			ATEX			The Nasdaq Stock Market LLC
						(NASDAQ Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

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Item 8.01 Other Events.

In April 2023, Anterix Inc. (the “Company”) announced that its wholly-owned subsidiary, PDV Spectum Holding Company, LLC (“PDV Spectrum”), entered into a license purchase agreement with the Lower Colorado River Authority (“LCRA”) under which LCRA purchased 900 MHz spectrum licenses covering 68 counties and more than 30 cities in LCRA's wholesale electric, transmission, and water service area in Texas (the “First LCRA Agreement”).

On January 9, 2025, PDV Spectrum entered into a second license purchase agreement with the LCRA under which the LCRA agreed to purchase additional 900 MHz spectrum licenses covering 34 additional counties in its service area (the “LCRA Expansion Agreement”).

The Company issued a press release announcing the LCRA Expansion Agreement and posted a Fact Sheet (the “Fact Sheet”) containing additional information regarding the material terms of the LCRA Expansion Agreement on the Investor Relations page of its website at: www.investors.anterix.com.

A copy of the press release and Fact Sheet are being filed as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K, respectively, and each is incorporated herein by reference. The information on or accessible through the Company’s website, other than the Fact Sheet, is not incorporated into this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press Release dated January 13, 2025
99.2						Fact Sheet dated January 13, 2025
104						Cover Page Interactive Data File (formatted as Inline XBRL)

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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.

			Anterix Inc.
Date: January 13, 2025			/s/ Gena L. Ashe
			Gena L. Ashe
			Chief Legal Officer and Corporate Secretary

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Lower Colorado River Authority Widens Wireless Communications Capabilities with Additional Spectrum Licenses from Anterix

900 MHz Spectrum Purchase Builds Upon Original 2023 Agreement

WOODLAND PARK, NJ, January 13, 2025 — Anterix (NASDAQ: ATEX) and the Lower Colorado River Authority announced today that LCRA has contracted with Anterix to purchase additional 900 MHz wireless broadband licenses from Anterix that will extend LCRA’s ability to support future growth in Texas. This agreement builds upon LCRA’s initial purchase of 900 MHz licenses from Anterix announced in April 2023.

Created by the Texas legislature in 1934, LCRA manages the lower 600 miles of the Texas Colorado River, which provides water to more than 1.4 million people, and is one of the largest public power providers in Texas, supplying power to more than 30 retail electric cooperatives and municipalities. It also owns and operates more than 5,000 circuit miles of transmission lines and owns or operates more than 40 parks.

LCRA’s new 900 MHz broadband licenses will expand LCRA’s LTE coverage to 34 additional Texas counties, building upon the 68 counties covered by the earlier agreement. This agreement will work toward expanding the reach of LCRA’s private LTE network to provide long-term grid awareness, communications, and operational intelligence that will further advance grid resilience and support innovation within LCRA’s service territory. It also will enhance LCRA’s ability to serve external users of its network, including electric cooperatives, schools, and transit authorities.

"Today’s follow-on agreement between Anterix and LCRA testifies to the power of the partnerships that the 900 MHz private network revolution has built across the utility sector," said Anterix President & CEO Scott Lang. "As the first critical infrastructure operator to expand its 900 MHz wireless broadband network, LCRA welcomes the power of private LTE connectivity to transform its operations and help ensure a resilient energy future for its customers and communities. This transaction also highlights the growing scale and impact of 900 MHz private wireless networks for supporting the utility sector’s journey toward a more reliable and secure energy future.”

Lang added, “The progress of this journey is particularly apparent in Texas, as LCRA’s second spectrum transaction with Anterix means that, together with our other Texas utility partners, 93% of Texas counties will be served by 900 MHz private wireless broadband networks. Thanks to its growing potential to harness cross-sector utility use cases like mutual assistance and storm response, we believe that Texas may become a model for other regions of the country to see more capabilities of 900 MHz utility private LTE in action.”

LCRA Executive Vice President, Enterprise Resources Stephen Kellicker said, “The 900 MHz private LTE solution plays an important role in supporting LCRA’s mission. Since LCRA’s relationship with Anterix began, we have continued to identify additional ways to serve Texans using LTE. LCRA’s private broadband network deployment is a significant element to help address our industry’s challenges and help support the people and organizations in our service territory.”

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Shareholder Contact

Natasha Vecchiarelli

Vice President, Investor Relations & Corporate Communications

Anterix

973-531-4397

[e-mail]

Media Contact

Paul Gaige

Vice President

Burson

504-957-1434

[e-mail]

About Anterix

At Anterix, we partner with leading utilities and technology companies to harness the power of 900 MHz broadband for modernized grid solutions. Leading an ecosystem of more than 100 members, we offer utility-first solutions to modernize the grid and solve the challenges that utilities are facing today. As the largest holder of licensed spectrum in the 900 MHz band (896-901/935-940 MHz) throughout the contiguous United States, plus Alaska, Hawaii, and Puerto Rico, we are uniquely positioned to enable private wireless broadband solutions that support cutting-edge advanced communications capabilities for a cleaner, safer, and more secure energy future. To learn more and join the 900 MHz movement, please visit www.anterix.com.

Forward-Looking Statements

Certain statements contained in this fact sheet, other than historical information, constitute forward-looking statements within the meaning of the Federal securities laws. Words such as “believes,” “anticipates,” “estimates,” “expects,” “intends,” “aims,” “potential,” “will,” “would,” “could,” “considered,” “likely,” “estimate” and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements include, but are not limited to, statements regarding: (i) the timing of payments under Anterix’s agreements with LCRA, (ii) Anterix’s and LCRA’s ability to negotiate and enter into agreements with incumbents to clear the 900 MHz Broadband Spectrum allocation in LCRA’s service territories on a timely basis and on commercially reasonable terms; (iii) Anterix's ability to qualify for and timely secure broadband licenses in LCRA’s service territories; and (iv) Anterix's ability to satisfy the other terms of its agreements with LCRA. Any such forward-looking statements are based on the current expectations of Anterix's management and are subject to a number of risks and uncertainties that could cause Anterix's actual future results to differ materially from its management's current expectations or those implied by the forward-looking statements. These risks and uncertainties include, but are not limited to: (i) 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; (ii) Anterix may be unable to secure broadband licenses from the FCC on a timely and cost-effective basis; (iii) 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

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successful; and (iv) the value of Anterix's spectrum assets may fluctuate significantly based on supply and demand, as well as technical and regulatory changes. These and other risk factors that may affect Anterix's future results of operations are identified and described in more detail in Anterix's most recent filings on Forms 10-K and 10-Q and in other filings that it makes with the SEC from time to time. These documents are available on Anterix's 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.

    

January 13, 2025

To our shareholders:

Anterix entered into a license purchase agreement to provide the Lower Colorado River Authority (“LCRA”) with additional 900 MHz broadband licenses covering 34 counties in Texas (the “LCRA Expansion Agreement”) for total payments of $13.5 million. The LCRA Expansion Agreement builds upon LCRA’s initial purchase of 900 MHz licenses from Anterix, announced in April 2023, which covered 68 counties. This agreement will expand the reach of LCRA’s private LTE network to provide grid awareness, communications, and operational intelligence that will further advance grid resilience and spur innovation within LCRA’s service territory. It also will enhance LCRA’s ability to serve external users of its network, including electric cooperatives, schools, and transit authorities.

Created by the Texas legislature in 1934, LCRA manages the lower 600 miles of the Colorado River, which provides water to more than 1.4 million people, and is one of the largest public power providers in Texas, supplying power to more than 30 retail electric cooperatives and municipalities. It also owns and operates more than 5,400 miles of transmission lines and owns or operates more than 40 parks.

Key components of the LCRA Expansion Agreement include:

•Assignment of 6 MHz of broadband spectrum, 936.5 - 939.5 MHz paired with 897.5 - 900.5 MHz, in 34 counties within Texas following FCC issuance of broadband licenses to Anterix.

•Anterix’s commitment to clear incumbents from the 900 MHz broadband allocation in the 34-county area.

•Delivery of the broadband spectrum by county and in alignment with LCRA’s network expansion, expected to be completed between 2027 and 2029. Anterix has been proactively working with incumbents to clear the 900 MHz broadband allocation in the 34-county area.

•Total payment of $13.5 million of which the timing and rights to this payment will vary as 900 MHz incumbents are cleared by Anterix, broadband licenses are granted by the FCC, and broadband spectrum is assigned to LCRA.

•Incentives to garner LCRA’s support in helping to address the remaining 7% of Texas counties not currently being served by 900 MHz private wireless broadband networks.

In addition:

•The agreement represents fair market value for the LCRA service territory.

•As part of the LCRA Expansion Agreement, Anterix and LCRA intend to continue their collaboration to accelerate utility industry momentum for 900 MHz private networks and the Anterix Active Ecosystem. The Agreement also contemplates that the parties will collaborate to

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help facilitate a broader deployment of 900 MHz private wireless broadband networks throughout Texas.

•The LCRA Expansion Agreement is subject to customary provisions regarding remedies, including reduced payment amounts and/or refund of amounts paid, and termination rights, if a party fails to perform its contractual obligations. The LCRA Expansion Agreement has been approved by both parties’ Boards of Directors.

Forward-looking Statements

Certain statements contained in this fact sheet, other than historical information, constitute forward-looking statements within the meaning of the Federal securities laws. Words such as “believes,” “anticipates,” “estimates,” “expects,” “intends,” “aims,” “potential,” “will,” “would,” “could,” “considered,” “likely,” “estimate” and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements include, but are not limited to, statements regarding: (i) the timing of payments under Anterix’s agreements with LCRA, (ii) Anterix’s and LCRA’s ability to negotiate and enter into agreements with incumbents to clear the 900 MHz Broadband Spectrum allocation in LCRA’s service territories on a timely basis and on commercially reasonable terms; (iii) Anterix's ability to qualify for and timely secure broadband licenses in LCRA’s service territories; and (iv) Anterix's ability to satisfy the other terms of its agreements with LCRA. Any such forward-looking statements are based on the current expectations of Anterix's management and are subject to a number of risks and uncertainties that could cause Anterix's actual future results to differ materially from its management's current expectations or those implied by the forward-looking statements. These risks and uncertainties include, but are not limited to: (i) 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; (ii) Anterix may be unable to secure broadband licenses from the FCC on a timely and cost-effective basis; (iii) 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; and (iv) the value of Anterix's spectrum assets may fluctuate significantly based on supply and demand, as well as technical and regulatory changes. These and other risk factors that may affect Anterix's future results of operations are identified and described in more detail in Anterix's most recent filings on Forms 10-K and 10-Q and in other filings that it makes with the SEC from time to time. These documents are available on Anterix's 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.

Cover	Jan. 09, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 09, 2025
Entity Registrant Name	Anterix Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36827
Entity Tax Identification Number	33-0745043
Entity Address, Address Line One	3 Garret Mountain Plaza
Entity Address, Address Line Two	Suite 401
Entity Address, City or Town	Woodland Park
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07424
City Area Code	973
Local Phone Number	771-0300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	ATEX
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001304492
Security Exchange Name	NASDAQ

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