Business Context and Reporting Period
Company: Starfighters Space, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 22, 2026
Reporting Period: Event date May 22, 2026; Expected closing on or about May 27, 2026.
Context: The Company, an emerging growth company, entered into a Securities Purchase Agreement to conduct a private placement of common stock with institutional investors.
Key Financial Metrics
- Shares Issued: 5,223,879 shares of Common Stock.
- Price Per Share: $3.35.
- Gross Proceeds: $17,499,994.65 (before deducting placement agent fees and offering expenses).
- Placement Agent: Cantor Fitzgerald & Co. (exclusive).
- Use of Proceeds: Operational expansion, infrastructure development, and advancement of the STARLAUNCH platform (launch readiness, mission execution, and space launch operations).
- Debt and Liquidity: The filing text does not provide specific values for existing debt, cash flow, or liquidity positions outside of the new capital raise.
Material Changes and Agreements
The primary material change is the entry into a definitive agreement for a private placement. Key contractual terms include:
- Lock-Up Agreement: Officers and directors are restricted from selling, pledging, or disposing of shares (or derivatives) for 60 days following the Closing Date.
- Issuance Restrictions: The Company is restricted from issuing additional Common Stock or equivalents for 60 days post-closing without majority purchaser consent, with limited exceptions.
- Registration Rights: The Company must file a registration statement for the resale of shares within 30 days of closing and use commercially reasonable efforts to have it declared effective within 30 days of filing (or 60 days if reviewed by the SEC).
Guidance, Outlook, and Risks
Management Commentary: Management intends to utilize the net proceeds to support the STARLAUNCH platform and broader space launch operations. The transaction is expected to close subject to customary conditions.
Risks and Contingencies:
- Closing is contingent upon the satisfaction of customary closing conditions.
- The Company is subject to a 60-day lock-up period for insiders and a 60-day market standoff for new issuances.
- Net proceeds will be reduced by placement agent fees and offering expenses, though specific amounts are not disclosed in this summary.
Investor Verification Checklist
- Verify the final closing date and confirmation of the $17.5 million gross proceeds.
- Review the definitive Securities Purchase Agreement (Exhibit 10.1) for specific placement agent fees and offering expenses to calculate net proceeds.
- Monitor the filing of the registration statement for resale of shares within the required 30-day post-closing window.
- Assess the impact of the 60-day lock-up and issuance restrictions on future capital raising activities.