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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): December 18, 2023
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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
previously disclosed in a Definitive Information Statement on Schedule 14C filed on November 24, 2023 by Sidus Space, Inc. (the “Company”)
with the Securities and Exchange Commission, the members of the board of directors (the “Board”) of the Company and the holders
of approximately 58.5% and 56.4%, respectively, of the voting stock of the Company approved by written consent, a proposal to amend the
Company’s Certificate of Incorporation to effect a reverse split of the Company’s outstanding shares of Class A common stock,
par value $0.0001 per share (the “Class A Common Stock”) and Class B common stock, par value $0.0001 per share (“Class
B Common Stock” and together with the Class A Common Stock, the “Common Stock”), within a range of one-for-twenty five
(1-for-25) to a maximum of a one-for-one hundred (1-for-100) split, with the exact ratio to be determined by the Board in its sole discretion.
On
December 6, 2023, the Board approved a one-for-one hundred (1-for-100) reverse split of the Company’s issued and outstanding shares
of Common Stock (the “Reverse Stock Split”). On December 19, 2023, the Company filed with the Secretary of State of the State
of Delaware a certificate of amendment to its certificate of incorporation (the “Certificate of Amendment”) to effect the
Reverse Stock Split. The Reverse Stock Split became effective as of 4:01 p.m. Eastern Time on December 19, 2023, and the Company’s
Class A Common Stock is expected to begin trading on a split-adjusted basis when the Nasdaq Stock Market opens for trading on December
20, 2023.
When
the Reverse Stock Split becomes effective, every 100 shares of the Company’s issued and outstanding Common Stock will automatically
be combined, converted and changed into 1 share of the Company’s Common Stock, without any change in the number of authorized shares
or the par value per share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares
issuable upon the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of Common Stock and
the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans. Any fraction of a share
of Common Stock that would be created as a result of the Reverse Stock Split will be rounded up to the next whole share. Holders of the
Company’s Common Stock held in book-entry form or through a bank, broker or other nominee do not need to take any action in connection
with the Reverse Stock Split. Stockholders of record will be receiving information from the Company’s transfer agent regarding
their Common Stock ownership post-Reverse Stock Split.
The
Company’s Class A Common Stock will continue to trade on the Nasdaq Stock Market LLC under the existing symbol “SIDU”,
but the security has been assigned a new CUSIP number (826165201).
The
foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to
the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference
herein.
Item
8.01 Other Events.
On
December 18, 2023, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto
as Exhibit 99.1, and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
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:
December 19, 2023 |
|
|
|
By: |
/s/
Carol Craig |
|
Name: |
Carol
Craig |
|
Title: |
Chief
Executive Officer |
Exhibit
3.1
CERTIFICATE
OF AMENDMENT
to
the
AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION
of
SIDUS
SPACE, INC.
(Pursuant
to Sections 242 and 245 of the
General
Corporation Law of the State of Delaware)
SIDUS
SPACE, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”),
does hereby certify as follows:
FIRST:
The name of the Corporation is Sidus Space, Inc. The Certificate of Incorporation was filed with the Secretary of State of the State
of Delaware (the “Secretary of State”) on April 15, 2021, as amended ( the “Certificate of Incorporation”).
SECOND:
ARTICLE IV, SECTION I of the Corporation’s Certificate of Incorporation shall be amended by inserting the following at the end
of Article IV:
Effective
as of December 19, 2023 at 4:01 p.m. Eastern Time (the “Effective Time”), (i) each one hundred (100) shares of the Corporation’s
Class A Common Stock, issued and outstanding immediately prior to the Effective Time (the “Old Class A Common Stock”) shall
automatically without further action on the part of the Corporation or any holder of Old Class A Common Stock, be reclassified, combined,
converted and changed into one (1) fully paid and nonassessable shares of Class A Common Stock, par value of $0.0001 per share
(the “New Class A Common Stock”), and (ii) each one hundred (100) shares of the Corporation’s Class B Common Stock,
issued and outstanding immediately prior to the Effective Time (the “Old Class B Common Stock”) and shall automatically without
further action on the part of the Corporation or any holder of Old Class B Common Stock, be reclassified, combined, converted and changed
into one (1) fully paid and nonassessable shares of Class B Common Stock, par value of $0.0001 per share (the “New Class
B Common Stock”)subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”).
The conversion of the Old Class A Common Stock into New Class A Common Stock and Old Class B Common Stock into New Class B Common Stock
will be deemed to occur at the Effective Time. From and after the Effective Time, certificates representing the Old Class A Common Stock
shall represent the number of shares of New Class A Common Stock into which such Old Class A Common Stock shall have been converted pursuant
to this Certificate of Amendment, and certificates representing the Old Class B Common Stock shall represent the number of shares of
New Class B Common Stock into which such Old Class B Common Stock shall have been converted pursuant to this Certificate of Amendment.
Holders who otherwise would be entitled to receive fractional share interests of New Class A Common Stock or New Class B Common Stock
upon the effectiveness of the reverse stock split shall be entitled to receive a whole share of New Class A Common Stock or New Class
B Common Stock in lieu of any fractional share created as a result of such Reverse Stock Split.
THIRD:
The stockholders of the Corporation have duly approved the foregoing amendment in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly adopted and executed in its corporate name and on
its behalf by its duly authorized officer as of the 19th day of December , 2023.
SIDUS SPACE, INC. |
|
|
|
|
By: |
/s/
Carol Craig |
|
Name:
|
Carol
Craig |
|
Title: |
Chief
Executive Officer |
|
Exhibit
99.1
Sidus
Space Announces 1-for-100 Reverse Stock Split
CAPE
CANAVERAL, FL, December 18, 2023 – Sidus Space, Inc. (“Sidus” or the
“Company”) (NASDAQ:SIDU), a multi-faceted Space and Data-as-a-Service company,
today announced that it will effect a 1-for-100 reverse stock split of its issued and outstanding shares of common stock. The reverse
stock split was previously approved by Sidus stockholders with the final ratio determined by the Company’s Board of Directors.
The reverse stock split will become effective at 4:01 p.m. Eastern time on December 19, 2023. Commencing with the opening of trading
on The Nasdaq Capital Market (“Nasdaq”) on December 20, 2023, the Company’s common stock will trade on a post-split
basis under its existing trading symbol “SIDU.”.
Following
the reverse stock split, the CUSIP number for the Company’s common stock will be 826165201. As a result of the reverse stock split,
every 100 shares of issued and outstanding common stock will be exchanged for 1 share of common stock, with any fractional shares being
rounded up to the next higher whole share. Immediately after the reverse stock split becomes effective, the Company will have approximately
864,104 shares of Class A common stock issued and outstanding. In addition, a proportionate adjustment will be made to outstanding equity-based
awards and other equity rights.
The
reverse stock split is primarily intended to bring the Company into compliance with Nasdaq’s $1.00 per share minimum bid price
requirement for continued listing; however, no assurance can be given that such reverse stock split will enable the Company to regain
compliance with the Nasdaq minimum bid price requirement.
About
Sidus Space
Sidus
Space (NASDAQ: SIDU) is a multi-faceted Space and Data-as-a-Service company focused on mission-critical hardware manufacturing; multi-disciplinary
engineering services; satellite design, production, launch planning, mission operations; and in-orbit support. The Company is located
in Cape Canaveral, Florida, where it operates from a 35,000-square-foot manufacturing, assembly, integration, and testing facility focused
on vertically integrated Space-as-a-Service solutions including end-to-end satellite support.
Sidus
Space has a mission of Bringing Space Down to Earth™ and a vision of enabling space flight heritage status for new technologies
while delivering data and predictive analytics to domestic and global customers. Any corporation, industry, or vertical can start their
journey off-planet with Sidus Space’s rapidly scalable, low-cost satellite services, space-based solutions, and testing alternatives.
More than just a “Satellite-as-a-Service” provider, Sidus Space is a trusted Mission Partner–from concept to Low Earth
Orbit and beyond. Sidus Space is ISO 9001:2015, AS9100 Rev. D certified, and ITAR registered.
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, 2022, 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
Valter
Pinto or Jack Perkins
KCSA Strategic Communications
sidus@kcsa.com
(212) 896-1254
Media
Pam
Davis
Sidus
Space
mediateam@sidusspace.com
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