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.
SIDU Sidus Space Inc. - 8-K
Accession
0001493152-26-0256181.018.019.01
Item 1.01 - Entry into a Material Definitive Agreement
498 words
Item 8.01 - Other Events
35 words · Exhibit 99.1 attached
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.
Exhibit 99.1 · 686 words
EX-99.1 6 ex99-1.htm EX-99.1 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, 41 st 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 [email protected] Media [email protected]
Item 9.01 - Financial Statements and Exhibits
78 words
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) - 2 -