SEC Filing - Globalstar, Inc.

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As filed with the Securities and Exchange Commission on February 28, 2025

Registration No. 333-_________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

GLOBALSTAR, INC.

(Exact name of registrant as specified in its charter)


Delaware			46-2116508
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

1351 Holiday Square Blvd.

Covington, Louisiana 70433

(Address, including zip code, of registrant’s principal executive offices)

Globalstar, Inc.

Third Amended and Restated Globalstar, Inc. 2006 Equity Incentive Plan

(Full title of the plan)

Rebecca S. Clary

Chief Financial Officer

1351 Holiday Square Blvd.

Covington, Louisiana 70433

(985) 335-1500

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to:

Kelly C. Simoneaux

Alexandra C. Layfield

Jones Walker LLP

201 St. Charles Avenue, Suite 5100

New Orleans, Louisiana 70170-5100

(504) 582-8000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is filed by Globalstar, Inc. (the “Registrant”) to register an additional 2,528,496 shares of its common stock, par value $0.0001 per share, that may be issued to eligible participants under the Third Amended and Restated Globalstar, Inc. 2006 Equity Incentive Plan. Accordingly, the contents of the Registration Statements on Form S-8 filed by the Registrant with the U.S. Securities and Exchange Commission on April 10, 2024 (File No. 333-278606) and on May 18, 2023 (File No. 333-272071), each as amended through the date hereof, are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8, except to the extent modified by this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.


Exhibit No.						Description
5.1						Opinion of Jones Walker LLP (filed herewith).

23.1						Consent of Ernst & Young LLP (filed herewith).

23.2						Consent of Jones Walker LLP (included in Exhibit 5.1 filed herewith).

24.1						Powers of Attorney (included on signature page hereto).

99.1						Third Amended and Restated Globalstar, Inc. 2006 Equity Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed on April 16, 2019).

107						Filing Fee Table (filed herewith)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, State of Louisiana, on February 28, 2025.


GLOBALSTAR, INC.

By:			/s/ Rebecca S. Clary
			Rebecca S. Clary
			Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. Paul E. Jacobs and Rebecca S. Clary, and any successor or successors to such office or offices held by each of them, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on February 28, 2025.


Signature			Title

/s/ Dr. Paul E. Jacobs Dr. Paul E. Jacobs			Chief Executive Officer and Director (Principal Executive Officer)

/s/ Rebecca S. Clary Rebecca S. Clary			Chief Financial Officer (Principal Financial and Accounting Officer)

/s/ James Monroe III James Monroe III			Director

/s/ William A. Hasler William A. Hasler			Director

/s/ James F. Lynch James F. Lynch			Director

/s/ Keith O. Cowan Keith O. Cowan			Director

/s/ Benjamin G. Wolff Benjamin G. Wolff			Director

/s/ Timothy E. Taylor Timothy E. Taylor			Director

S-1

EX-FILING FEES

Calculation of Filing Fee Tables
S-8
Globalstar, Inc.

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
1	Equity	Common Stock, par value $0.0001 per share ("Common Stock")	Other	2,528,496	$ 19.74	$ 49,912,511.04	0.0001531	$ 7,641.61
Total Offering Amounts:						$ 49,912,511.04		$ 7,641.61
Total Fee Offsets:								$ 0.00
Net Fee Due:								$ 7,641.61

Offering Note

¹	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers any additional shares of Common Stock that become issuable pursuant to the Third Amended and Restated Globalstar, Inc. 2006 Equity Incentive Plan by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase in the number of shares of outstanding Common Stock. Additionally, pursuant to Rule 416(b) under the Securities Act, if prior to the completion of the distribution of the Common Stock offered hereby all of the Company's shares of Common Stock are combined by a reverse stock split into a lesser number of shares of Common Stock, the number of undistributed shares of Common Stock covered hereby shall be proportionately reduced. Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and (h) under the Securities Act and calculated based on the average of the high ($20.60) and low ($18.88) prices of the Common Stock as reported by The Nasdaq Stock Market LLC on February 25, 2025.

Document


			Exhibit 5.1

February 28, 2025

Globalstar, Inc.

1351 Holiday Square Blvd.

Covington, Louisiana 70433

Ladies and Gentlemen:

We have acted as counsel to Globalstar, Inc., a Delaware corporation (the “Registrant”), in connection with the Registrant’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission (the “Commission”) with respect to registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate 2,528,496 additional shares of the Registrant’s common stock, par value $0.0001 per share (the “Common Stock”), to be issued under the Third Amended and Restated Globalstar, Inc. 2006 Equity Incentive Plan (the “Plan”).

We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy, and completeness of the information, representations, and warranties contained in the records, documents, instruments, and certificates we have reviewed.

Based upon the foregoing, we are of the opinion that the shares of Common Stock to be issued by the Registrant pursuant to the Plan after the filing of the Registration Statement are validly authorized shares of Common Stock and, when issued in accordance with the terms described in the Plan, will be legally issued, fully paid, and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever it appears in the Registration Statement. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

Sincerely,


/s/ JONES WALKER LLP
JONES WALKER LLP


{N4373929.3}
201 St. Charles Avenue \| New Orleans, LA 70170-5100 \| T: 504.582.8000 \| F: 504.582.8583 \| joneswalker.com

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to Globalstar, Inc.’s Third Amended and Restated Globalstar, Inc. 2006 Equity Incentive Plan of our reports dated February 28, 2025 with respect to the consolidated financial statements of Globalstar, Inc. and the effectiveness of internal control over financial reporting included in its Annual Report (Form 10-K) for the year ended December 31, 2024, filed with the Securities and Exchange Commission.

New Orleans, Louisiana

February 28, 2025