8-K
Sidus Space Inc. (SIDU)
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): July 3, 2023
SIDUS
SPACE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41154 | 46-0628183 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 150 N. Sykes Creek Parkway, Suite 200<br><br> <br>Merritt Island, FL | 32953 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (321) 613-5620
NotApplicable
(Former name or former address, if changed since last report.)
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 (see General Instructions A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> 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<br><br> <br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class<br> A Common Stock, $0.0001 par value per share | SIDU | Nasdaq<br> 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. ☐
Item5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed, Sidus Space, Inc. (the “Company”) held its annual meeting of stockholders on June 28, 2023 at which time the stockholders approved, among other things, a proposal to amend its amended and restated certificate of incorporation increasing the number of shares of its authorized Class A common stock from 100,000,000 to 200,000,000. On July 3, 2023,the Company filed with the Secretary of State of the State of Delaware, a certificate of amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”).
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Sidus Space, Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| -2- |
| --- |
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 hereunto duly authorized.
| SIDUS SPACE, INC. | ||
|---|---|---|
| Dated:<br> July 5, 2023 | ||
| By: | /s/ Carol Craig | |
| Name: | Carol<br> Craig | |
| Title: | Chief<br> Executive Officer |
| -3- |
| --- |
Exhibit3.1
CERTIFICATEOF AMENDMENT
OF
AMENDEDAND RESTATED CERTIFICATE OF INCORPORATION
of
SIDUSSPACE, INC.
(Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware)
Sidus Space, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:
1. The Board of Directors of the Corporation duly adopted resolutions proposing to amend the Amended and Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and in the best interests of the Corporation and its stockholders, and authorizing the appropriate officers of the Corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed amendment and restatement is as follows:
RESOLVED, that the Amended and Restated Certificate of Incorporation be amended by replacing Article IV, Section 4.1 in its entirety as follows:
“4.1 Authorized Capital Stock. The aggregate number of shares which the Corporation shall have authority to issue is 215,000,000, consisting of 200,000,000 shares of Class A Common Stock, $0.0001 par value per share (the “Class A Common Stock”), and 10,000,000 shares of Class B Common Stock, $0.0001 par value per share (the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock, and 5,000,000 shares of preferred stock (“Preferred Stock”), $0.0001 par value.”
2**.**The foregoing amendment was approved by the holders of the requisite number of shares of the Corporation in accordance with Section 228 of the DGCL.
3**.**That said amendment has been duly adopted in accordance with Sections 242 of the DGCL.
INWITNESS WHEREOF, this Certificate has been executed by a duly authorized officer of the Corporation on this 3^rd^ day of July 2023.
| SIDUS<br> SPACE, INC. | |
|---|---|
| By: | /s/ Carol Craig |
| Name: | Carol<br> Craig |
| Title: | Chief<br> Executive Officer |
| -1- |
| --- |