UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Agreement |
On August 14, 2023, Astra Space, Inc. (the “Company”) entered into a Settlement Agreement and General Release (the “Settlement Agreement”) with Fortis Advisors, LLC (the “Representative”), acting solely in its capacity as representative of certain holders (the “Apollo Holders”) as specified in that certain Agreement and Plan of Merger (the “Merger Agreement”), dated June 5, 2021, among the Company, Apollo Fusion, Inc. (“Apollo”), Artemis First Merger Sub, Inc., Apollo Fusion, LLC and the Representative, pursuant to which the Company acquired Apollo. Under the terms of the Merger Agreement, holders of Apollo were entitled to earnout payments in connection with the achievement of certain milestones on or before December 31, 2023.
Pursuant to the Settlement Agreement, the Company had the option to pay to the Apollo Holders, in the sole discretion of the board of directors of the Company (the “Board”), either: (i) a cash payment in the amount of $2.0 million in immediately available funds, plus that number of immediately freely tradeable shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”), determined by dividing $8.0 million by the 10-day volume weighted average price of the Class A Common Stock as calculated in accordance with the Settlement Agreement; or (ii) a cash payment of $7.0 million.
On September 29, 2023, the Board elected to settle its obligations to the Apollo Holders through the issuance of shares of Class A Common Stock, valued at $8.0 million and the payment of $2.0 million in cash on October 2, 2023. However, due to limitations on the number of shares of Class A Common Stock that could be issued without stockholder approval under Nasdaq Listing Rule 5635(d), the Settlement Agreement was amended on October 2, 2023 (the “First Amendment”), pursuant to which the Company issued 3,708,520 shares of Class A Common Stock to the Apollo Holders and paid the Apollo Holders $2.0 million in cash. Pursuant to the First Amendment, the Company had a period of 60 days to obtain stockholder approval to issue shares of Class A Common Stock having an aggregate value of $866,661.78, plus interest accruing at a rate of 6.0% per annum.
On November 29, 2023, the Settlement Agreement was further amended (the “Second Amendment”) to provide that the Company will pay to the Apollo Holders, on or before December 1, 2023, the aggregate cash amount of $550,330.23, in full and complete satisfaction of all outstanding obligations under the Settlement Agreement, which includes the release of the Company from any further obligations to make earnout payments under the Merger Agreement.
The foregoing summary of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the copy of the Second Amendment filed herewith as Exhibit 10.1, which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Amendment #2 to Settlement Agreement and General Release. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | |
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: December 1, 2023 | Astra Space, Inc. | |||||
| By: | /s/ Axel Martinez | |||||
| Name: | Axel Martinez | |||||
| Title: | Chief Financial Officer | |||||