Item 1.01. Entry into a Material Definitive Agreement.

On February 3, 2023, NextDecade Corporation (the "Company") entered into a common stock purchase agreement (the "Stock Purchase Agreement") for a private placement (the "Private Placement") with HGC NEXT INV LLC and Ninteenth Investment Company LLC (each a "Purchaser" and collectively, the "Purchasers"), pursuant to which the Company agreed to sell, and the Purchasers severally agreed to purchase, an aggregate of 5,835,277 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a purchase price of $5.998 per share, representing the average closing trading price of the Common Stock for the five trading days immediately preceding signing the Stock Purchase Agreement, for an aggregate purchase price of approximately $35.0 million. The Private Placement will close on or about February 8, 2023 (the "Closing Date"). Each Purchaser is a stockholder of the Company that has the right to nominate a director to the Company's Board of Directors, and the directors nominated by the Purchasers did not participate in the approval of the Private Placement by the Company's Board of Directors. The Company will use the proceeds of the private placement to continue development activity in preparation for its anticipated positive final investment decision on the first three trains at its Rio Grande LNG project.

The Stock Purchase Agreement includes customary representations, warranties and covenants from the Company and the Purchasers. Pursuant to the Stock Purchase Agreement, the Company agreed to indemnify the Purchasers and their respective affiliates (collectively, the "Indemnified Parties") from and against all claims, damages, losses and expenses (including fees and disbursements of counsel) incurred by the Indemnified Parties arising out of the Stock Purchase Agreement, except to the extent such claim, damages, loss or expense is found in a final order to have resulted from such Indemnified Party's bad faith, actual fraud, gross negligence or willful misconduct.

Pursuant to the Stock Purchase Agreement, the Company will provide registration rights to the Purchasers substantially similar to the registration rights provided to each Purchaser under such Purchaser's existing Registration Rights Agreement, dated as of October 28, 2019 and April 6, 2022, respectively, by and between the Company and the respective Purchaser. Pursuant to the registration rights granted to the Purchasers, the Company will be required to file a registration statement within 90 days after the Closing Date with respect to the resale of shares of Common Stock held by the Purchasers. Additionally, the Purchasers may in certain instances elect to dispose of shares of Common Stock pursuant to an underwritten offering or engage in an underwritten block trade. The Purchasers will also have demand and piggy-back registration rights covering any shares of Common Stock held by the Purchasers.

The shares to be issued to the Purchasers under the Stock Purchase Agreement were issued pursuant to an exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act").

The foregoing summary of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

No Offer or Solicitation

THE INFORMATION CONTAINED IN THIS CURRENT REPORT ON FORM 8-K IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SHARES OF COMMON STOCK OR ANY OTHER SECURITIES OF THE COMPANY. THE SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE COMPANY IS FILING THIS CURRENT REPORT ON FORM 8-K WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION FOR THE SOLE PURPOSE OF REPORTING ITS ENTRY INTO THE AGREEMENTS REFERENCED ABOVE, AS REQUIRED BY THE RULES AND REGULATIONS OF THE COMMISSION.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



       Common Stock Purchase Agreement,
10.1 dated as of February 3, 2023, by and

between the Company and the

Purchasers.


     Cover Page Interactive Data File
104  (embedded within the Inline XBRL
     document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses