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): ~~September~~November 3018, 2024 (November 12, 2024)

CONX Corp.

(Exact name of registrant as specified in its charter)

Nevada

001-39677

85-2728630

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5701 S. Santa Fe Dr.

Littleton, CO 80120
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (303) 472-1542

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)

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: None (1)

(1) On May 2, 2024, the Nasdaq Hearings Panel notified the Company of the Panel’s determination that the Company’s securities would be delisted from Nasdaq. Trading of the Company’s securities on Nasdaq was suspended at the open of trading on May 6, 2024. On July 19, 2024, Nasdaq filed a Form 25 with the Securities and Exchange Commission to delist the Company’s securities from Nasdaq. The ~~delisting became effective on July 29, 2024. As of May 24, 2024, the~~ Company’s Class A common stock and public warrants are ~~quoted and~~ traded on over-the-counter ~~OTCQX Market operated by OTC Markets Group Inc.~~ under the symbol “CNXX” and “CNXXW,” respectively.

Indicate by check mark whether the registrant is an emerging growth company 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. ¨

Item 12.01 ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

On ~~September~~November 3012, 2024, CONX Corp. (the “Company”) and certain other investors (such investors together with the Company, the “PIPE Investors”) consummated the transactions ~~entered~~contemplated ~~into~~by the previously-announced subscription agreements (the “Subscription Agreements”) with EchoStar Corporation, a Nevada corporation (“EchoStar”) controlled by Charles W. Ergen, pursuant to which the PIPE Investors ~~have~~purchased ~~agreed, subject to the terms and conditions set forth therein, to purchase from EchoStar~~ an aggregate of 14.265 million shares (the “PIPE Shares”) of EchoStar’s Class A common stock, par value $0.01 per share, at a purchase price of $28.04 per share, ~~for~~totaling ~~an aggregate cash purchase price of~~ approximately $400 million in cash (such investment, the “PIPE Investment”). The portion of the PIPE Investment represented by the Company’s Subscription Agreement represents an agreement to purchase from EchoStar an aggregate of 1.551 million shares of EchoStar’s Class A common stock for an aggregate cash purchase price of approximately $43.5 million. The PIPE Investment is conditioned on and expected to close concurrently with the closing of certain restructuring transactions pertaining to DISH Network Corporation, subject to the terms and conditions set forth in the Subscription Agreements.

The ~~Subscription Agreements~~per ~~contain~~share ~~customary~~purchase ~~representations~~price ~~and~~equals ~~warranties of EchoStar and~~ the closing ~~PIPE~~price ~~Investors,~~of ~~including~~such ~~the~~shares ~~Company,~~on ~~customary~~The ~~conditions to~~Nasdaq ~~closing,~~Stock asMarket ~~well~~LLC as ~~customary~~of ~~indemnification~~September ~~obligations~~27, 2024. ~~Pursuant~~The toportion of the ~~Subscription~~PIPE ~~Agreements,~~Investment ~~EchoStar~~made ~~has~~by ~~agreed~~the Company pursuant to ~~register the~~its ~~resale~~Subscription ofAgreement ~~the~~represents ~~PIPE~~an ~~Shares~~acquisition ~~and~~of is1,551,355 ~~required~~shares toof ~~prepare~~EchoStar’s ~~and~~Class A ~~file~~common stock for a ~~registration~~total ~~statement~~cash ~~(which~~purchase ~~will,~~price ~~however,~~of beapproximately ~~limited~~$43.5 ~~to non-underwritten~~million. ~~public~~Mr. ~~offerings) with~~Ergen is the ~~U.S.~~chairman ~~Securities~~ and ~~Exchange~~a ~~Commission~~member (of the ~~“SEC”)~~Board of onDirectors of the ~~closing~~Company ~~date~~and ofcontrols the ~~PIPE Investment~~Company.

The ~~Company~~foregoing ~~may~~description ~~assign~~of ~~its~~the PIPE ~~rights~~Investment does not purport to be complete and ~~obligations~~is ~~under~~qualified in its ~~Subscription~~entirety ~~Agreement~~by tothe ~~one~~terms orand ~~more~~conditions of ~~its~~the ~~affiliates~~form orof the Subscription Agreement, ~~with~~a ~~EchoStar’s~~copy ~~prior~~of ~~written~~which ~~consent,~~ is included as Exhibit 10.1 to ~~another~~this ~~person,~~Current ~~provided~~Report ~~that~~on noForm ~~such~~8-K ~~assignment~~and ~~would~~was ~~relieve~~included as Exhibit 10.1 to the Company’s ofCurrent ~~its~~Report ~~obligations~~on ifForm 8-K, ~~such~~filed ~~assignee~~on ~~fails~~September 30, ~~to perform such obligations~~2024.

The foregoing description of the PIPE Investment does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of the Subscription Agreement, a copy of which is filed as Exhibit 10.1 hereto and are incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Forward Looking Statements

This Current Report on Form 8-K includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating to the Company’s PIPE Investment, the ability of the parties to satisfy the closing conditions, some of which are outside of the company’s control, and complete the PIPE Investment, the realization of the Company’s objectives with respect to the PIPE Investment, the risk that the Company may be deemed to be an investment company, and other risks and uncertainties indicated from time to time in filings with the SEC, including “Risk Factors” in the Registration Statement on Form S-1 filed with the SEC on May 29, 2024 (as amended), and in other reports we file with the SEC. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibits
10.1		Form of Subscription Agreement (filed as Exhibit 10.4 to EchoStar Corporation’s Current Report on Form 8-K, filed on September 30, 2024, and incorporated herein by reference).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

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.

	CONX Corp.
Date: September 30, 2024	By:	/s/ Kyle Jason Kiser
Date: November 18, 2024	By:	/s/ Kyle Jason Kiser
	Name:	Kyle Jason Kiser
	Title:	Chief Executive Officer

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