Intuitive Machines Announces Redemption of Outstanding Warrants

Rhea-AI Summary

Intuitive Machines (Nasdaq: LUNR) has announced plans to redeem all outstanding warrants to purchase shares of its Class A common stock. The redemption will occur on March 6, 2025, at a redemption price of $0.01 per warrant.

The company can redeem all outstanding warrants when the Class A Common Stock price reaches at least $18.00 per share for any 20 trading days within a 30-day trading period. This condition was met in the period ending January 30, 2025. Warrant holders can exercise their warrants until the redemption date at an exercise price of $11.50 per share.

Any unexercised warrants after the redemption deadline will become void, with holders only entitled to receive the $0.01 per warrant redemption price. The underlying Class A Common Stock shares are registered under the Securities Act of 1933 and covered by a Form S-3 registration statement.

Positive

• Stock price performance exceeded $18.00 threshold for warrant redemption
• Company can strengthen its capital structure through warrant redemption

Negative

• Potential dilution if warrant holders exercise their warrants before redemption

Insights

Financial Analyst

This warrant redemption announcement from Intuitive Machines represents a significant financial development that warrants careful analysis. The company's ability to force redemption, triggered by sustained trading above $18.00 per share, reflects robust market performance and management's strategic approach to capital structure optimization.

The mechanics of this redemption present an important decision point for warrant holders. With the exercise price at $11.50 per share, significantly below current trading levels, warrant holders face a clear choice: exercise their warrants for a substantial profit or accept the nominal $0.01 redemption price. Given the current market price, rational investors are likely to exercise their warrants, potentially bringing significant capital into the company's coffers.

This move carries several strategic implications:

• The company could receive substantial cash infusion if warrant holders exercise, strengthening its balance sheet for future space exploration initiatives
• The conversion of warrants to common stock will result in equity dilution, but the premium pricing suggests the market has already factored this in
• The timing indicates management's confidence in maintaining current valuation levels, as they wouldn't risk forcing conversion unless they believed the stock price would remain strong

The redemption also simplifies Intuitive Machines' capital structure by eliminating these contingent equity instruments, which can improve the company's appeal to institutional investors and potentially reduce stock price volatility.

HOUSTON, Feb. 04, 2025 (GLOBE NEWSWIRE) -- Intuitive Machines, Inc. (Nasdaq: LUNR, LUNRW) (“Intuitive Machines” or the “Company”), a leading space exploration, infrastructure, and services company, announced today that it has delivered a notice of redemption to redeem all of its outstanding warrants (the “Warrants”) to purchase shares of the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”), that were issued under the Warrant Agreement, dated as of September 21, 2021 (the “Warrant Agreement”), by and between the Company (f/k/a Inflection Point Acquisition Corp.) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), and that remain unexercised at 5:00 p.m., New York City time, on March 6, 2025 (the “Redemption Date”) for a redemption price of $0.01 per Warrant (the “Redemption Price”).

Under the terms of the Warrant Agreement, the Company has the right to redeem all of the outstanding Warrants if the last sales price of the Class A Common Stock is at least $18.00 per share for any 20 trading days within any 30-day trading period ending on the third business day prior to the date on which a notice of redemption is given. The last sales price of the Class A Common Stock has been at least $18.00 per share on each of 20 trading days within the 30-day trading period ending on January 30, 2025. At the direction of the Company, the Warrant Agent has delivered a notice of redemption to each registered holder of the outstanding Warrants.

The Warrants may be exercised by the holders thereof until 5:00 p.m. New York City time on the Redemption Date to purchase fully paid and non-assessable shares of Class A Common Stock underlying such warrants, at the exercise price of $11.50 per share. Any Warrants that remain unexercised at 5:00 p.m. New York City time on the Redemption Date will be void and no longer exercisable, and the holders of those Warrants will be entitled to receive only the redemption price of $0.01 per warrant.

None of the Company, its board of directors or employees has made or is making any representation or recommendation to any holder of the Warrants as to whether to exercise or refrain from exercising any Warrants.

The shares of Class A Common Stock underlying the Warrants have been registered by the Company under the Securities Act of 1933, as amended, and are covered by a registration statement filed on Form S-3 with, and declared effective by, the Securities and Exchange Commission (Registration No. 333-278288).

Questions concerning redemption and exercise of the Warrants can be directed to Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004, Attention: Compliance Department, telephone number (212) 509-4000.

No Offer or Solicitation

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Intuitive Machines

Intuitive Machines is a diversified space exploration, infrastructure, and services company focused on fundamentally disrupting lunar access economics. In 2024, Intuitive Machines successfully landed the Company’s Nova-C class lunar lander, Odysseus, on the Moon, returning the United States to the lunar surface for the first time since 1972. The Company’s products and services are offered through its four in-space business units: Lunar Access Services, Orbital Services, Lunar Data Services, and Space Products and Infrastructure. For more information, please visit intuitivemachines.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements that do not relate to matters of historical fact should be considered forward looking. These forward-looking statements generally are identified by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would,” “strategy,” “outlook,” the negative of these words or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include but are not limited to statements regarding: our expectations and plans relating to our lunar missions, including the expected timing of launch and our progress and preparation thereof; our expectations with respect to, among other things, demand for our product portfolio, our submission of bids for contracts; our expectations regarding revenue for government contracts awarded to us; our operations, our financial performance and our industry; our business strategy, business plan, and plans to drive long-term sustainable shareholder value; and our expectations on revenue and cash generation. These forward-looking statements reflect the Company’s predictions, projections, or expectations based upon currently available information and data. Our actual results, performance or achievements may differ materially from those expressed or implied by the forward-looking statements, and you are cautioned not to place undue reliance on these forward-looking statements. The following important factors and uncertainties, among others, could cause actual outcomes or results to differ materially from those indicated by the forward-looking statements in this press release: our reliance upon the efforts of our key personnel and board of directors to be successful; our limited operating history; our failure to manage our growth effectively and failure to win new contracts; competition from existing or new companies; unsatisfactory safety performance of our spaceflight systems or security incidents at our facilities; failure of the market for commercial spaceflight to achieve the growth potential we expect; any delayed launches, launch failures, failure of our satellites or lunar landers to reach their planned orbital locations, significant increases in the costs related to launches of satellites and lunar landers, and insufficient capacity available from satellite and lunar lander launch providers; our customer concentration; our reliance on a single launch service provider; risks associated with commercial spaceflight, including any accident on launch or during the journey into space; risks associated with the handling, production and disposition of potentially explosive and ignitable energetic materials and other dangerous chemicals in our operations; our reliance on a limited number of suppliers for certain materials and supplied components; failure of our products to operate in the expected manner or defects in our sub-systems; counterparty risks on contracts entered into with our customers and failure of our prime contractors to maintain their relationships with their counterparties and fulfill their contractual obligations; failure to successfully defend protest from other bidders for government contracts; failure to comply with various laws and regulations relating to various aspects of our business and any changes in the funding levels of various governmental entities with which we do business; our failure to protect the confidentiality of our trade secrets, and unpatented know how; our failure to comply with the terms of third-party open source software our systems utilize; our ability to maintain an effective system of internal control over financial reporting, and to address and remediate material weaknesses in our internal control over financial reporting; the U.S. government’s budget deficit and the national debt, as well as any inability of the U.S. government to complete its budget process for any government fiscal year, and our dependence on U.S. government contracts and funding by the government for the government contracts; our failure to comply with U.S. export and import control laws and regulations and U.S. economic sanctions and trade control laws and regulations; uncertain global macro-economic and political conditions (including as a result of a failure to raise the “debt ceiling”) and rising inflation; our history of losses and failure to achieve profitability in the future or failure of our business to generate sufficient funds to continue operations; the cost and potential outcomes of potential future litigation; our public securities’ potential liquidity and trading; the sufficiency and anticipated use of our existing capital resources to fund our future operating expenses and capital expenditure requirements and needs for additional financing; and other public filings and press releases other factors detailed under the section titled Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC, the section titled Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the section titled Part II. Item 1A. “Risk Factors” in our most recently filed Quarterly Report on Form 10-Q, our Current Reports on Form 8-K and in our subsequent filings with the SEC, which are accessible on the SEC's website at www.sec.gov.

These forward-looking statements are based on information available as of the date of this press release and current expectations, forecasts, and assumptions, and involve a number of judgments, risks, and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

Contacts

For investor inquiries:
investors@intuitivemachines.com

For media inquiries:
press@intuitivemachines.com

This press release was published by a CLEAR® Verified individual.

FAQ

When is the redemption date for LUNR warrants?

The redemption date for LUNR warrants is March 6, 2025, at 5:00 p.m. New York City time.

What is the redemption price for LUNR warrants?

The redemption price for LUNR warrants is $0.01 per warrant.

What is the exercise price for LUNR warrants before redemption?

The exercise price for LUNR warrants is $11.50 per share of Class A Common Stock.

What happens to unexercised LUNR warrants after the redemption date?

Unexercised LUNR warrants will become void after the redemption date, and holders will only receive the $0.01 per warrant redemption price.

What stock price threshold triggered LUNR's warrant redemption?

LUNR's stock price needed to be at least $18.00 per share for 20 trading days within a 30-day trading period, which was achieved by January 30, 2025.