8-K
Sidus Space Inc. (SIDU)
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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): April 5, 2022
SIDUS
SPACE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-14454 | 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.) |
| 150N. 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 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. ☐
Item2.02 Results of Operations and Financial Condition.
On April 5, 2022, Sidus Space, Inc. issued a press release announcing financial and corporate results for its fourth quarter and year ended December 31, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release of Sidus Space, Inc. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
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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> April 5, 2022 | ||
| By: | /s/ Carol Craig | |
| Name: | Carol<br> Craig | |
| Title: | Chief<br> Executive Officer |
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Exhibit 99.1
SidusSpace Inc. Announces 2021 Fourth Quarter and Year End Financials and Business Update
CAPECANAVERAL, Fla., April 5, 2022—(BUSINESS WIRE)—Sidus Space, Inc. (NASDAQ:SIDU), a Space-as-a-Service satellite company focused on commercial satellite design, manufacture, launch, and data collection, today announced financial and corporate results for its fourth quarter and year ended December 31, 2021.
FourthQuarter 2021 Financial Highlights:
| ● | Revenue<br> increased to $523,419 for the three-month period ended December 31, 2021, from $268,507 during<br> the same period in 2020, an increase of 95% |
|---|---|
| ● | Loss<br> from operations increased to $1,620,017 for the three-month period ended December 31, 2021<br> versus $363,472 in the comparable period of 2020. |
| ● | Net<br> loss was $2,426,490 for the three-month period ended December 31, 2021 compared to a net<br> loss of $364,575 during the same period in 2020. The loss was primarily a result of expansion<br> of staff and costs associated with the Company’s initial public offering in December<br> of 2021. |
FullYear 2021 Financial Highlights:
| § | Revenue<br> decreased from $1,807,182 in 2020 to $1,408,724 in 2021, a decrease of 22%. The decrease<br> was primarily attributable to a slowdown from COVID-19 which caused delays in the supply<br> chain and production capacity due to protocols to protect employees’ health. |
|---|---|
| § | Gross<br> Profit decreased to ($366,324) in 2021 from $20,772 in 2020. This was due to material and<br> hardware acquisitions in 2021 for revenue to be recognized in Q1 of 2022. |
| § | Operating<br> Expenses increased from $1,553,909 in 2020 to $3,146,957 for 2021. This was primarily due<br> to of the expansion of staff and costs associated with the initial public offering in December<br> of 2021 along with capital expenditures that include a mobile satellite processing clean<br> room, facility enhancements and growth in production staffing. |
| § | Total<br> Assets increased to $17,299,951 on December 31, 2021, compared to $1,844,856 on December<br> 31, 2020. |
| § | Cash<br> position increased to $13,710,845 on December 31, 2021, compared to $20,162 on December 31,<br> 2020. |
| § | Total<br> liabilities decreased to $6,639,880 on December 31, 2021, from $8,430,316 on December 31,<br> 2020. |
| § | Net<br> loss was $3,746,138 or $0.34 EPS in 2021 compared to a net loss of $1,542,906 or $0.15 EPS<br> in 2020. The primary reason for this increase was increased operating expenses due to costs<br> associated with the initial public offering. |
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2021Operational Highlights and Recent Developments:
| ○ | Received<br> multiple contracts including a subcontract valued at over $5 million to support NASA’s<br> Mobile Launcher 2 (ML2). Sidus also received over $1.5 million in purchase orders for space<br> hardware and services supporting four primary customers. The purchase orders consist of both<br> new orders and modification to a previous purchase order. The majority of these contracts<br> are expected to be completed during the first half of 2022 |
|---|---|
| ○ | Continued<br> working with some of the largest companies in the industry on high visibility projects including<br> manufacturing hardware for a large Government Space and Communication Systems customer for<br> the 6th consecutive year |
| ○ | Completed<br> partnerships with well-known and strategically significant companies within the space industry<br> including Aitech Systems, Red Canyon Software and Kongsberg Satellite Services (KSAT), operator<br> of the world’s largest ground station for support of polar orbiting satellites |
| ○ | Completed<br> and delivered multiple manufactured products including a patented EMI Filter Box to the Department<br> of State and Reef Test Cutters for the Orion Crew Module Parachute System |
| ○ | Improved<br> intellectual property portfolio with three new patents issued and one notice of allowance<br> received. Additionally, one patent application was filed with additional patents in the process<br> of being filed |
| ○ | Carol<br> Craig was presented with the U.S. Women’s Chamber of Commerce “Innovation and<br> Performance Award” given to a contractor who exhibits outstanding innovation and performance<br> on a key contract that will significantly bolster their ability to secure future opportunities.<br> The award was a result of Carol’s efforts to help facilitate NASA’s vision of<br> commercialization that is leading the way to new business opportunities. |
“2021 was a groundbreaking year for Sidus Space. The company, built on more than a decade of experience manufacturing and assembly for commercial, military and government customers, has positioned itself to become one of the leading companies in the satellite industry. We hired key personnel, established strong partnerships, added customers, and began manufacturing our own satellites - readying for launch later this year. We are confident in our ability to deliver premier data and products to our customers and strong results to our investors. We believe the standards of excellence and the foundation we built in 2021 will result in significant customer and partnership growth in 2022,” commented Carol Craig, Founder and CEO of Sidus Space.
Forward-LookingStatements
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. 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 under the caption “Risk Factors” in Sidus Space’s Form 10-K for the year ended December 31, 2021, and in Sidus’ other filings made 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
InvestorRelations
Kevin Holmes
Chesapeake Group
+1-410-825-3930
kevinholmes@chesapeakegp.com
Media
Karen Soriano
karen.soriano@sidusspace.com
+1-443-900-2437
http://www.sidusspace.com
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SIDUSSPACE, INC.
CONSOLIDATEDBALANCE SHEETS
| December 31, | |||||
|---|---|---|---|---|---|
| 2020 | |||||
| Assets | |||||
| Current assets | |||||
| Cash | 13,710,845 | $ | 20,162 | ||
| Accounts receivable | 130,856 | 166,450 | |||
| Accounts receivable - related parties | 443,282 | 175,769 | |||
| Inventory | 127,502 | 205,942 | |||
| Prepaid and other current assets | 1,595,099 | 14,294 | |||
| Total current assets | 16,007,584 | 582,617 | |||
| Property and equipment, net | 775,070 | 952,198 | |||
| Operating lease right-of-use assets | 504,811 | 297,555 | |||
| Other | 12,486 | 12,486 | |||
| Total Assets | 17,299,951 | $ | 1,844,856 | ||
| Liabilities and Stockholders’ Equity (Deficit) | |||||
| Current Liabilities | |||||
| Accounts payable and other current liabilities | 1,845,460 | $ | 260,191 | ||
| Accounts payable and accrued interest - related party | 588,797 | - | |||
| Deferred revenue - related party | 63,411 | - | |||
| Due to shareholder | - | 7,302,422 | |||
| Notes payable | - | 338,311 | |||
| Notes payable - related party | 1,000,000 | - | |||
| Operating lease liability | 261,674 | 121,613 | |||
| Finance lease liability | 50,927 | 73,184 | |||
| Total Current Liabilities | 3,810,269 | 8,095,721 | |||
| Notes payable - non-current | 1,120,051 | - | |||
| Notes payable - related party - non-current | 1,350,000 | - | |||
| Operating lease liability - non-current | 262,468 | 185,210 | |||
| Finance lease liability - non-current | 97,092 | 149,385 | |||
| Total Liabilities | 6,639,880 | 8,430,316 | |||
| Commitments and Contingencies | - | - | |||
| Stockholders’ Equity (Deficit) | |||||
| Preferred Stock: 5,000,000 shares authorized; 0.0001 par value; no shares issued and outstanding | - | - | |||
| Common stock: 110,000,000 authorized; 0.0001 par value | |||||
| Class A common stock: 100,000,000 shares authorized; 6,574,040 and 0 shares issued and outstanding | 657 | - | |||
| Class B common stock: 10,000,000 shares authorized; 10,000,000 issued and outstanding | 1,000 | 1,000 | |||
| Additional paid-in capital | 26,074,292 | 5,083,280 | |||
| Accumulated deficit | (15,415,878 | ) | (11,669,740 | ) | |
| Total Stockholders’ Equity (Deficit) | 10,660,071 | (6,585,460 | ) | ||
| Total Liabilities and Stockholders’ Equity (deficit) | 17,299,951 | $ | 1,844,856 |
All values are in US Dollars.
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SIDUSSPACE, INC.
CONSOLIDATEDSTATEMENTS OF OPERATIONS
| Years Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, | ||||||
| 2021 | 2020 | |||||
| Revenue | $ | 789,400 | $ | 1,631,413 | ||
| Revenue - related parties | 619,324 | 175,769 | ||||
| Total Revenue | 1,408,724 | 1,807,182 | ||||
| Cost of revenue | 1,775,299 | 1,786,410 | ||||
| Gross profit (loss) | (366,575 | ) | 20,772 | |||
| Operating expenses | ||||||
| Payroll expenses | 1,503,236 | 905,012 | ||||
| Sales and marketing expenses | 71,111 | 711,111 | ||||
| Lease Expense | 253,311 | 159,122 | ||||
| Depreciation expense | 34,767 | 41,521 | ||||
| Professional fees | 335,604 | 19,216 | ||||
| General and administrative expense | 948,928 | 274,654 | ||||
| Total operating expenses | 3,146,957 | 1,553,909 | ||||
| Net loss from operations | (3,513,532 | ) | (1,533,137 | ) | ||
| Other income (expense) | ||||||
| Other income | - | 10,000 | ||||
| Other expense | (504 | ) | (1,500 | ) | ||
| Interest expense | (42,882 | ) | (18,269 | ) | ||
| Interest expense – related party | (54,145 | ) | - | |||
| Gain on forgiveness of PPP loan | 633,830 | - | ||||
| Finance expense | (768,905 | ) | - | |||
| Total other income (expense) | (232,606 | ) | (9,769 | ) | ||
| Loss before income taxes | (3,746,138 | ) | (1,542,906 | ) | ||
| Provision for income taxes | - | - | ||||
| Net loss | $ | (3,746,138 | ) | $ | (1,542,906 | ) |
| Basic and diluted loss per Common Share | $ | (0.34 | ) | $ | (0.15 | ) |
| Basic and diluted weighted average number of common shares outstanding | 11,161,181 | 10,000,000 |
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