UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Not Applicable
(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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement 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 | ||
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.
Item 5.03 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.
Item 9.01 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: July 5, 2023 | ||
By: | /s/ Carol Craig | |
Name: | Carol Craig | |
Title: | Chief Executive Officer |
-3- |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
of
SIDUS SPACE, 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.
IN WITNESS WHEREOF, this Certificate has been executed by a duly authorized officer of the Corporation on this 3rd day of July 2023.
SIDUS SPACE, INC. | ||
By: | /s/ Carol Craig | |
Name: | Carol Craig | |
Title: | Chief Executive Officer |
-1- |
Cover |
Jul. 03, 2023 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Jul. 03, 2023 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 001-41154 |
Entity Registrant Name | SIDUS SPACE, INC. |
Entity Central Index Key | 0001879726 |
Entity Tax Identification Number | 46-0628183 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 150 N. Sykes Creek Parkway |
Entity Address, Address Line Two | Suite 200 |
Entity Address, City or Town | Merritt Island |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 32953 |
City Area Code | (321) |
Local Phone Number | 613-5620 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share |
Trading Symbol | SIDU |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
-8?20$3;8T.P6BP^0"X99K>]9!:G
%CVBY^IG]NT;
M8,*[1VLQ"-UT')