Sidus Space Inc 10-K/A, filed Dec 8, 2022
Sidus Space Inc. (SIDU)
About this 10-K/A
Sidus Space Inc filed this 10-K/A on December 8, 2022, covering the fiscal year ended December 31, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
For
the fiscal year ended
For the transition period from ________ to _________
Commission
file number
(Exact name of registrant as specified in charter)
(State or jurisdiction of Incorporation or organization) |
I.R.S. Employer Identification No. |
| (Address of principal executive offices) | (Zip code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The
|
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| 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.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
Indicate
by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐
The Registrant was not a public company as of the last business day of its most recently completed second fiscal quarter and, therefore, cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date.
Number of common shares outstanding as of April 4, 2022 was
Documents
Incorporated by Reference:
| Auditor Firm ID | Auditor Name | Auditor Location | ||
EXPLANATORY NOTE
This Amendment No. 1 contains only the cover page, this explanatory note, Item 15 and the updated Exhibit 23.1. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. We are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment.
Except as described above, no other changes have been made to the Original Filing. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect subsequent events that occurred or facts that became known to us after the filing of the Original Filing, and such forward-looking statements should be read in their historical context. Accordingly, this Amendment should be read in conjunction with the Company’s filings made with the SEC subsequent to the Original Filing.
| -2- |
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| (a) | The following documents are filed as part of this report: |
| (1) | Financial Statements: |
| Page | |
| Index to Consolidated Financial Statements: | F-1 |
| Consolidated Financial Statements: | |
| Report of the Independent Registered Public Accounting Firm | F-1 |
| Consolidated Balance Sheets as of December 31, 2021 and 2020 | F-2 |
| Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2021 and 2020 | F-3 |
| Consolidated Statements of Stockholders’ Equity (Deficit) for the Years ended December 31, 2021 and 2020 | F-4 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020 | F-5 |
| Notes to the Consolidated Financial Statements for the Years ended December 31, 2021 and 2020 | F-6 |
The consolidated financial statements required by this Item are included beginning at page F-1.
| (1) | Financial Statement Schedules: |
All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the consolidated financial statements or the notes thereto.
(b) Exhibits
The following documents are included as exhibits to this report.
| -3- |
+ Management contract or compensatory plan or arrangement.
# Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
* Filed herewith
** Previously filed
ITEM 16. FORM 10-K SUMMARY
None.
| -4- |
SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized on this 8th day of December, 2022.
| SIDUS SPACE, INC. | |
| /s/ Carol Craig | |
| Carol Craig | |
Chief Executive Officer (Principal Executive Officer) and Chairwoman |
| Signature | Title | Date | ||
| /s/ Carol Craig | Chief Executive Officer (Principal Executive Officer) and Chairwoman | December 8, 2022 | ||
| Carol Craig | ||||
| * | Chief Financial Officer | December 8, 2022 | ||
| Scott Silverman | (Principal Financial and Accounting Officer) and Director | |||
| * | Chief Technology Officer and Director | December 8, 2022 | ||
| Jamie Adams | ||||
| * | Director | December 8, 2022 | ||
| Dana Kilborne | ||||
| * | Director | December 8, 2022 | ||
| Cole Oliver | ||||
| * | Director | December 8, 2022 | ||
| Miguel Valero |
| By: | /s/ Carol Craig | |
| Carol Craig, Attorney-in-fact |
| -5- |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
Sidus Space, Inc.
We consent to the inclusion by reference in the Registration Statement on Form S-8 (File No. 333-263227) of Sidus Space, Inc. (the “Company”) of our report dated April 4, 2022 relating to the financial statements which appears in this Annual Report on Form 10-K for the year ended December 31, 2021.
/s/ BF Borgers CPA PC
Certified Public Accountants
Lakewood, Colorado
April 4, 2022
Exhibit 31.1
Certification of Chief Executive Officer of Sidus Space, Inc.
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Carol Craig, certify that:
| 1. | I have reviewed this quarterly report on Form 10-K/A of Sidus Space, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| Date: December 8, 2022 | /s/ Carol Craig |
| Carol Craig | |
Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
Certification of Chief Financial Officer of Sidus Space, Inc.
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Teresa Burchfield, certify that:
| 1. | I have reviewed this quarterly report on Form 10-K/A of Sidus Space, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| Date: December 8, 2022 | /s/ Teresa Burchfield |
| Teresa Burchfield | |
Chief Financial Officer (Principal Financial and Accounting Officer) |