Business Context and Reporting Period
Company: Airship AI Holdings, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: April 23, 2025
Event: Entry into a Material Definitive Agreement (At the Market Offering Agreement).
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the authorization of a potential equity offering.
- Maximum Offering Size: $25,000,000 of common stock.
- Sales Agent Compensation: 2.75% of the gross sales price of shares sold.
- Trading Symbols: Common Stock (AISP) and Warrants (AISPW) on The Nasdaq Stock Market LLC.
Material Changes
On April 23, 2025, the Company entered into an At the Market Offering Agreement with Roth Capital Partners, LLC. This agreement allows the Company to offer and sell shares of its common stock through the Sales Agent as its sales agent or manager. The offering is conducted pursuant to a shelf registration statement on Form S-3 declared effective on March 21, 2025.
Guidance, Outlook, and Risks
Management Commentary and Outlook:
- The Company is not obligated to sell any specific number or dollar amount of shares under the agreement.
- No assurance is given that any shares will be sold, nor regarding the price, amount, or timing of any potential sales.
- Sales may be made via "at the market offerings," including block trades and ordinary broker transactions.
- The offering may be suspended or terminated by either party upon notice.
- Sales are subject to market conditions and the Company's instructions.
- The Company has agreed to indemnify the Sales Agent against certain liabilities, including those under the Securities Act.
Investor Verification Checklist
- Verify the current market price of AISP to assess potential dilution impact if the full $25,000,000 is sold.
- Review the full text of the Offering Agreement (Exhibit 10.1) for specific termination rights and conditions.
- Confirm the number of authorized but unissued shares available to ensure the offering does not exceed authorized capital.
- Monitor future filings for actual sales activity, as this 8-K only establishes the framework for potential sales.