UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On April 10, 2024, Astra Space, Inc. (the “Company”) entered into that certain Third Amendment to Securities Purchase Agreement and Third Amendment to Senior Secured Convertible Notes (the “Amendment”), amending the following: (i) that certain Securities Purchase Agreement dated as of August 4, 2023 (as amended and modified by, inter alia, that certain Reaffirmation Agreement and Omnibus Amendment Agreement dated as of November 6, 2023, that certain Omnibus Amendment No. 3 Agreement dated as of November 21, 2023, that certain Amendment to Securities Purchase Agreement dated as of January 19, 2024, that certain Amendment to Senior Secured Convertible Notes dated as of January 31, 2024, that certain Second Amendment to Securities Purchase Agreement and Second Amendment to Senior Secured Convertible Notes dated as of February 26, 2024, and that certain Limited Waiver and Consent to Senior Secured Convertible Notes and Common Stock Purchase Warrant and Reaffirmation of Transaction Documents, dated as of March 7, 2024) (as so amended and modified, the “Purchase Agreement”), (ii) those outstanding senior secured convertible notes (the “Existing Issued Convertible Notes”) previously issued by the Company to various investors substantially in the form of the senior secured convertible note due 2025, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2024 (the “First March 8-K”), and (iii) the form of senior secured convertible note, filed as Exhibit 4.1 to the First March 8-K. The Amendment, among other things, (i) extends the date by which any Subsequent Closing (as defined in the Purchase Agreement) may occur under the Purchase Agreement without the consent of the existing holders thereunder from April 30, 2024, to June 30, 2024, (ii) increases the maximum amount of the aggregate Stated Principal Amount (as defined in the Purchase Agreement) of the senior secured convertible notes issuable pursuant to the Purchase Agreement from $35.0 million to $50.0 million, (iii) extends the date the Company is required to file a registration statement with the SEC to register the resale of the Underlying Shares (as defined in the Purchase Agreement) and to obtain the requisite stockholder approval; and (iv) updates the schedule of buyers attached thereto. The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the copy of the Amendment filed herewith and incorporated by reference as Exhibit 10.1.
The issuances of the Existing Issued Convertible Notes are discussed in the Company’s Current Report on Form 8-K filed with the SEC on November 24, 2023, its Current Report on Form 8-K, filed with the SEC on January 25, 2024, its First March 8-K, its Current Report on Form 8-K, filed with the SEC on March 12, 2024, and its Current Report on Form 8-K, filed with the SEC on March 21, 2024.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| * | Non-material schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. |
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 thereunto duly authorized.
| Date: April 15, 2024 | Astra Space, Inc. | |||||
| By: | /s/ Axel Martinez | |||||
| Name: | Axel Martinez | |||||
| Title: | Chief Financial Officer | |||||