Form 8-K - Current report

Date: November 9, 2023

ASTRA SPACE, INC.

/s/ Axel Martinez

Axel Martinez

Chief Financial Officer

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): November 8, 2023

Astra Space, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39426	85-1270303
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1900 Skyhawk Street
Alameda, California		94501
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (866) 278-7217

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:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Class A common stock, par value $0.0001 per share

ASTR

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 8.01

On November 8, 2023, Scott Stanford resigned as the Lead Independent Director of Astra Space, Inc. (“Astra” or the “Company”) and also resigned as a member of the Company’s Compensation Committee. Mr. Stanford’s resignation followed the participation of SherpaVentures Fund II, LP (“Sherpa”) in the Initial Financing previously disclosed in the Company’s Current Report on Form 8-K, dated November 6, 2023, and filed with the Securities Exchange Commission on November 8, 2023. Mr. Stanford remains a member of the Board of Directors.

Also, on November 8, 2023, the Company’s Board of Directors appointed Michael Lehman to serve as the Lead Independent Director.

On November 9, 2023, the Company announced its receipt from the Company’s founders, Chris Kemp and Adam London, of a non-binding proposal offering to acquire all of the outstanding common stock of the Company not currently owned by Mr. Kemp and Dr. London, (the “Proposal”). Given the Proposal, the Company is canceling its earnings call for the third quarter ending September 30, 2023, which was scheduled to be held on Monday, November 13, 2023, at 4:30 p.m. eastern time.

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 thereunto duly authorized.

Document and Entity Information	Nov. 08, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001814329
Document Type	8-K
Document Period End Date	Nov. 08, 2023
Entity Registrant Name	Astra Space, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-39426
Entity Tax Identification Number	85-1270303
Entity Address, Address Line One	1900 Skyhawk Street
Entity Address, City or Town	Alameda
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94501
City Area Code	(866)
Local Phone Number	278-7217
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A common stock, par value $0.0001 per share
Trading Symbol	ASTR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false