Current Report · Items 1.01, 8.01, 9.01 · 8-K

Sidus Space, Inc.

SIDUNASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Other Events

Filed May 28, 2026Accepted May 28, 2026, 4:15 PM EDTCIK 1879726Accession 0001493152-26-025618

Company context

Sidus Space (NASDAQ: SIDU) is a space mission enabler providing flexible, cost-effective solutions, including satellite manufacturing and technology integration, AI-driven space-based data solutions, mission planning and management operations, AI/ML products and services, and space and defense hardware manufacturing. With its mission of Space Access Reimagined®, Sidus Space is committed to rapid innovation, adaptable and cost-effective solutions, and the optimization of space system and data collection performance. With demonstrated space heritage, including manufacturing and operating its own satellite and sensor system, LizzieSat®, Sidus Space serves government, defense, intelligence, and commercial companies around the globe. Strategically headquartered on Florida’s Space Coast, Sidus Space operates a 35,000-square-foot space manufacturing, assembly, integration, and testing facility and provides easy access to nearby launch facilities. For more information, visit: www.sidusspace.com.

Current securities

SIDUNASDAQ · EQUITY · Current

Recent company filings

Disclosure sections

Items 1.01, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement

Item 1.01 Entry into a Material Definitive Agreement On May 27, 2026, Sidus Space, Inc. (the “Company”) entered into a placement agency agreement (the “Placement Agency Agreement”) with ThinkEquity LLC (“the “Placement Agent”), pursuant to which the Company agreed to issue and sell directly to investors, in a best efforts offering (the “Offering”) an aggregate of (i) 16,485,038 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 (the “Common Stock”), at an offering price of $5.08 per Share and (ii) pre-funded warrants (the “Pre-Funded Warrants” and together with the Shares, the “Securities”) to purchase up to 3,200,001 shares of Common Stock at an exercise price of $0.001 per share at a purchase price of $5.0799 per Pre-Funded Warrant. The Securities were offered and sold by the Company pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-292839), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 20, 2026 and declared effective on February 4, 2026. The closing of the Offering is expected to occur on May 29, 2026, subject to the satisfaction of customary closing conditions. The gross proceeds to the Company from the Offering are expected to be approximately $100 million, before deducting placement agent fees and expenses and estimated offering expenses payable by the Company. The Company intends to use the net proceeds received from the Offering for working capital and general corporate purposes. Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee equal to 6.5% of the aggregate purchase price paid by the purchasers in the Offering. The Company also agreed to reimburse the Placement Agent for all reasonable and out-of-pocket expenses incurred in connection with the Placement Agent’s engagement, including reasonable fees and expenses of the Placement Agent’s legal counsel and due diligence analysis in an amount not to exceed $125,000. In addition, the Company agreed to issue to ThinkEquity or its designees warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 984,252 shares of the Company’s Common Stock. The Placement Agent Warrants are exercisable immediately upon issuance at an exercise price of $6.35 per share and have a term of exercise equal to five years from the date of the Placement Agency Agreement. The Placement Agency Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The foregoing descriptions of terms and conditions of the Placement Agency Agreement, the Pre-Funded Warrants, and the Placement Agent Warrants do not purport to be complete and are qualified in their entirety by the full text of the form of the Placement Agency Agreement, form of Pre-Funded Warrant, and the form of Placement Agent Warrant, copies of which are attached hereto as Exhibits 1.1, 4.1 and 4.2, respectively. The legal opinion and consent of Sheppard, Mullin, Richter & Hampton LLP relating to the validity of the Securities issued in the Offering is filed herewith as Exhibit 5.1.

Item 8.01Item 8.01 - Other Events

Item 8.01 Other Events. On May 27, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

Filed exhibits (3)

EX-4.1 (by filename) ex4-1.htm

EX-4.1 3 ex4-1.htm EX-4.1 Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT SIDUS SPACE, INC. Warrant Shares: _______ Issue Date: [ ], 2026 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “ Warran t”) certifies that, for value received, or its assigns (the “ Holder ”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and until this Warrant is exercised in full (the “ Termination Date ”) but not thereafter, to subscribe for and purchase from Sidus Space, Inc., a Delaware corporation (the “ Company ”), up to _________ shares of Class A common stock with a par value of $0.0001 per share (as subject to adjustment hereunder, the “ Warrant Shares ”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). Section 1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1: “ Affiliate ” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common …

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EX-4.2 (by filename) ex4-2.htm

EX-4.2 4 ex4-2.htm EX-4.2 Exhibit 4.2 Form of Placement Agent’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE COMMENCEMENT DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC OR A PLACEMENT AGENT OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH PLACEMENT AGENT OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO MAY 29, 2026. VOID AFTER 5:00 P.M., EASTERN TIME, MAY 29, 2030. WARRANT TO PURCHASE COMMON STOCK SIDUS SPACE, INC. Warrant Shares: [____] Initial Exercise Date: May 29, 2026 THIS WARRANT TO PURCHASE COMMON STOCK (the “ Warrant ”) certifies that, for value received, [____] or its assigns (the “ Holder ”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time …

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EX-99.1 (by filename) ex99-1.htm

EX-99.1 6 ex99-1.htm EX-99.1 Exhibit 99.1 Sidus Space Announces Pricing of $100 Million Registered Direct Offering of Class A Common Stock CAPE CANAVERAL, Fla., May 27, 2026 - Sidus Space, Inc. (Nasdaq: SIDU) (“Sidus” or the “Company”), an innovative space and defense technology company, today announced the pricing of a best-efforts registered direct offering of 19,685,039 shares of its Class A common stock (or pre-funded warrants (“Pre-funded Warrants”) in lieu thereof) at an offering price of $5.08 per share (inclusive of the Pre-funded Warrant exercise price), priced at-the-market under Nasdaq rules. Total gross proceeds from the offering, before deducting the placement agent fee and other offering expenses, are expected to be approximately $100 million. All of the shares of Class A common stock and Pre-funded Warrants are being offered by the Company. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes. The offering is expected to close on May 29, 2026, subject to customary closing conditions. ThinkEquity is acting as sole placement agent for the offering. The securities will be offered and sold pursuant to …

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