SIDU Sidus Space Inc. - 8-K

Item
1.01 Entry into a Material Definitive Agreement

On
April 19, 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) 11,228,700 shares (the “Shares”)
of the Company’s Class A common stock, par value $0.0001 (the “Common Stock”), at an offering price of $4.35 per Share
and (ii) pre-funded warrants (the “Pre-Funded Warrants” and together with the Shares, the “Securities”) to purchase
up to 2,225,000 shares of Common Stock at an exercise price of $0.001 per share at a purchase price of $4.3499 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 April 21, 2026, subject to the satisfaction of customary closing conditions. The gross
proceeds to the Company from the Offering are expected to be approximately $58.5 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 672,685 shares
of the Company’s Common Stock. The Placement Agent Warrants are exercisable immediately upon issuance at an exercise price of $5.4375
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
April 19, 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 April 19, 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 April 19, 2026

104

Cover Page Interactive Data File (Embedded within the Inline XBRL document)

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