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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): May 27, 2026
SIDUS
SPACE, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41154 |
|
46-0628183 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
150
N. Sykes Creek Parkway, Suite 200
Merritt
Island, FL |
|
32953 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (321) 613-5620
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 (see General Instructions A.2. below):
| ☐ |
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:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock, $0.0001 par value per share |
|
SIDU |
|
Nasdaq
Capital Market |
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
1.01 Entry into a Material Definitive Agreement
On
May 27, 2026, Sidus Space, Inc. (the “Company”) entered into a placement agency agreement (the “Placement Agency Agreement”)
with ThinkEquity LLC (“the “Placement Agent”), pursuant to which the Company agreed to issue and sell directly to investors,
in a best efforts offering (the “Offering”) an aggregate of (i) 16,485,038 shares (the “Shares”) of the Company’s
Class A common stock, par value $0.0001 (the “Common Stock”), at an offering price of $5.08 per Share and (ii) pre-funded
warrants (the “Pre-Funded Warrants” and together with the Shares, the “Securities”) to purchase up to 3,200,001
shares of Common Stock at an exercise price of $0.001 per share at a purchase price of $5.0799 per Pre-Funded Warrant.
The
Securities were offered and sold by the Company pursuant to the Company’s effective registration statement on Form S-3 (File No.
333-292839), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 20,
2026 and declared effective on February 4, 2026.
The
closing of the Offering is expected to occur on May 29, 2026, subject to the satisfaction of customary closing conditions. The gross
proceeds to the Company from the Offering are expected to be approximately $100 million, before deducting placement agent fees and expenses
and estimated offering expenses payable by the Company. The Company intends to use the net proceeds received from the Offering for working
capital and general corporate purposes.
Pursuant
to the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee equal to 6.5% of the aggregate purchase price
paid by the purchasers in the Offering. The Company also agreed to reimburse the Placement Agent for all reasonable and out-of-pocket
expenses incurred in connection with the Placement Agent’s engagement, including reasonable fees and expenses of the Placement
Agent’s legal counsel and due diligence analysis in an amount not to exceed $125,000. In addition, the Company agreed to issue
to ThinkEquity or its designees warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 984,252 shares
of the Company’s Common Stock. The Placement Agent Warrants are exercisable immediately upon issuance at an exercise price of $6.35
per share and have a term of exercise equal to five years from the date of the Placement Agency Agreement.
The
Placement Agency Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination
provisions. The foregoing descriptions of terms and conditions of the Placement Agency Agreement, the Pre-Funded Warrants, and the Placement
Agent Warrants do not purport to be complete and are qualified in their entirety by the full text of the form of the Placement Agency
Agreement, form of Pre-Funded Warrant, and the form of Placement Agent Warrant, copies of which are attached hereto as Exhibits 1.1,
4.1 and 4.2, respectively.
The
legal opinion and consent of Sheppard, Mullin, Richter & Hampton LLP relating to the validity of the Securities issued in the Offering
is filed herewith as Exhibit 5.1.
Item
8.01 Other Events.
On
May 27, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished as
Exhibit 99.1 to this Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 1.1 |
|
Placement Agency Agreement dated May 27, 2026 |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 4.2 |
|
Form of Placement Agent Warrant |
| 5.1 |
|
Opinion of Sheppard, Mullin, Richter & Hampton LLP |
| 23.1 |
|
Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1) |
| 99.1 |
|
Press release of Sidus Space, Inc. dated May 27, 2026 |
| 104 |
|
Cover Page Interactive Data File (Embedded within the Inline XBRL document) |
SIGNATURES
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.
| |
SIDUS SPACE,
INC. |
| Dated: May 28, 2026 |
|
| |
By: |
/s/
Carol Craig |
| |
Name: |
Carol Craig |
| |
Title: |
Chief Executive Officer
|
Exhibit 99.1
Sidus
Space Announces Pricing of $100 Million Registered Direct Offering of Class A Common Stock
CAPE
CANAVERAL, Fla., May 27, 2026 – Sidus Space, Inc. (Nasdaq: SIDU) (“Sidus” or the “Company”), an
innovative space and defense technology company, today announced the pricing of a best-efforts registered direct offering of 19,685,039
shares of its Class A common stock (or pre-funded warrants (“Pre-funded Warrants”) in lieu thereof) at an offering price
of $5.08 per share (inclusive of the Pre-funded Warrant exercise price), priced at-the-market under Nasdaq rules. Total gross proceeds
from the offering, before deducting the placement agent fee and other offering expenses, are expected to be approximately $100 million.
All of the shares of Class A common stock and Pre-funded Warrants are being offered by the Company.
The
Company intends to use the net proceeds from the offering for working capital and general corporate purposes.
The
offering is expected to close on May 29, 2026, subject to customary closing conditions.
ThinkEquity
is acting as sole placement agent for the offering.
The
securities will be offered and sold pursuant to a shelf registration statement on Form S-3 (File No. 333-292839), including a base prospectus,
filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 20, 2026 and declared effective on February
4, 2026. The offering will be made only by means of a written prospectus. A final prospectus supplement and accompanying prospectus related
to the offering will be filed with the SEC and made available on the SEC’s website. Copies of the final prospectus supplement
and the accompanying prospectus relating to the offering may also be obtained, when available, from the offices of ThinkEquity, 17 State
Street, 41st Floor, New York, New York 10004.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About
Sidus Space
Sidus
Space, Inc. (NASDAQ: SIDU) is an innovative space and defense technology company offering flexible, cost-effective solutions, including
satellite manufacturing and technology integration, AI-driven space-based data solutions, mission planning and management operations,
AI/ML products and services, and space and defense hardware manufacturing. With its mission of Space Access Reimagined®, Sidus Space
is committed to rapid innovation, adaptable and cost-effective solutions, and the optimization of space system and data collection performance.
With demonstrated space heritage, including manufacturing and operating its own satellite and sensor system, LizzieSat®, Sidus Space
serves government, defense, intelligence, and commercial companies around the globe. Strategically headquartered on Florida’s Space
Coast, Sidus Space operates a 35,000-square-foot space manufacturing, assembly, integration, and testing facility and provides easy access
to nearby launch facilities. For more information, visit: https://www.sidusspace.com.
Forward-Looking
Statements
Statements
in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not
historical facts, may constitute ‘forward-looking statements’ within the meaning of The Private Securities Litigation Reform
Act of 1995. These statements include, but are not limited to, statements relating to the expected trading commencement and closing dates.
The words ‘anticipate,’ ‘believe,’ ‘continue,’ ‘could,’ ‘estimate,’ ‘expect,’
‘intend,’ ‘may,’ ‘plan,’ ‘potential,’ ‘predict,’ ‘project,’ ‘should,’
‘target,’ ‘will,’ ‘would’ and similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated
by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions
and other factors described more fully in the section entitled ‘Risk Factors’ in Sidus Space’s Annual Report on Form
10-K for the year ended December 31, 2025, and other periodic reports filed with the Securities and Exchange Commission. Any forward-looking
statements contained in this press release speak only as of the date hereof, and Sidus Space, Inc. specifically disclaims any obligation
to update any forward-looking statement, whether as a result of new information, future events or otherwise.
Contacts
Investor
Relations
investor-relations@sidusspace.com
Media
press@sidusspace.com
