In addition, in a concurrent private placement, Sidus will issue to the investors unregistered warrants to purchase up to an aggregate of 19,700,552 shares of common stock. The warrants will have an exercise price of $0.10152 per share, will be exercisable immediately following the date of issuance and will expire in five years. The closing of the registered direct offering and the concurrent private placement is expected to occur on or about October 13, 2023, subject to the satisfaction of customary closing conditions.
Dawson James Securities, Inc. acted as the sole placement agent for the offering.
The gross proceeds to Sidus from the offering are expected to be approximately $2.0 million, before deducting the placement agent's fees and other offering expenses payable by Sidus. Sidus intends to use the net proceeds from the offering for working capital.
The shares of preferred stock (and the shares of common stock issuable upon conversion of the preferred stock) being offered in the registered direct offering (but not the warrants being in the concurrent private placement or the shares of common stock underlying such warrants) are being offered by Sidus pursuant to a "shelf" registration statement on Form S-3 (File No. 333-273430) previously filed with the Securities and Exchange Commission (the "SEC") on July 26, 2023 and declared effective by the SEC on August 14, 2023.
The offering of the shares of preferred stock (and the shares of common stock issuable upon conversion of the preferred stock) in the registered direct offering is made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the prospectus supplement may be obtained, when available, from Dawson James Securities, Inc., 101 North Federal Highway, Suite 600, Boca Raton, FL 33432, or by telephone at (561) 571-3622, or by email at [email protected].
The warrants described above are being issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder and, along with the shares of common stock underlying such warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
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