Item 2.02. Results of Operations and Financial Condition.
OnJanuary 13, 2022 ,Virgin Galactic Holdings, Inc. (the "Company") announced its intention to offer, subject to market and other conditions,$425 million aggregate principal amount of convertible senior notes due 2027 (the "Notes") in a private offering (the "Offering") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. In connection with the Offering, the Company provided prospective investors with a preliminary offering circular datedJanuary 13, 2022 (the "Preliminary Offering Circular"). The Preliminary Offering Circular contains certain preliminary unaudited financial results of the Company as of and for the three months endedDecember 31, 2021 . The preliminary unaudited financial results are furnished under the heading "Preliminary Financial Results as ofDecember 31, 2021 and for the Three Months EndedDecember 31, 2021 " in Exhibit 99.1 to this report. Such information shall not be deemed to be "filed" with theSecurities and Exchange Commission (the "SEC") for the 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, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such filing. By filing this report and furnishing this information, the Company makes no admission as to the materiality of any information contained in Item 2.02 of this report, including the portion of Exhibit 99.1 entitled "Preliminary Financial Results as ofDecember 31, 2021 and for the Three Months EndedDecember 31, 2021 " and the information related thereto.
Item 7.01 Regulation FD Disclosure.
In connection with the Offering, the Company is disclosing an updated description of certain aspects of the Company's business in the Preliminary Offering Circular. Accordingly, the Company is furnishing this information with this report in Exhibit 99.1 to this report, which is incorporated herein by reference.
Such information shall not be deemed to be "filed" with theSEC for the purposes of Section 18 of the Exchange or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing. By filing this report and furnishing this information, the Company makes no admission as to the materiality of any information contained in Item 7.01 of this report, including any portion of Exhibit 99.1. Item 8.01. Other Events. OnJanuary 13, 2022 , the Company issued a press release announcing its intention to offer, subject to market and other conditions, the Notes in the Offering. A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Excerpts from the Preliminary Offering Circular 99.2 Press release datedJanuary 13, 2022 104 Cover Page Interactive Data File (Cover page XBRL
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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.
Virgin Galactic Holdings, Inc. Date: January 13, 2022 By: /s/ Michelle Kley Name: Michelle Kley Executive Vice President, General Counsel Title:
and Secretary
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