UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 8-K

~~Current~~CURRENT ~~Report~~ REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report (Date~~the ~~of earliest~~Securities ~~event~~Exchange ~~reported): June~~Act ~~29,~~of ~~2007~~1934

Date of Report (Date of earliest event reported): September 14, 2007

SPACEDEV, INC.

~~(Exact name of registrant as specified in its charter)~~----------------------------------------------------------------

Colorado	000-28947	84-1374613
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

(Exact Name of Registrant as Specified in Charter)

Delaware

000-289477

84-1374613

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------------------

-------------------------

(State of Incorporation)

(Commission File No.)

(I.R.S. Employer

Identification Number)

13855 Stowe Drive, Poway, California 92064

~~(Address of principal executive offices, with zip code)~~------------------------------------------------------------

(Address of Principal Executive Offices)

(858) 375-2000

~~(Registrant's telephone number, including area code)~~-------------------------------------------------------------

~~n/a~~(Registrant's Telephone Number, including area code)

~~(Former~~Check ~~name~~the appropriate orbox ~~former~~below ~~address,~~ if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report)~~filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

~~Check~~ ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below if the Form 8-K filing is intended~~ to ~~simultaneously satisfy~~Rule ~~the~~425 ~~filing obligation of the registrant~~ under ~~any of~~ the ~~following provisions~~Securities ~~(see General Instruction A.2. below):~~Act

~~Written~~ Soliciting ~~communications~~material pursuant to Rule ~~425~~14a-12 under the ~~Securities~~Exchange Act ~~(17 CFR 230.425)~~

~~Soliciting~~ Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~14d-122(b) under the Exchange Act ~~(17 CFR 240.14a-12)~~

 Pre-commencement communications pursuant to Rule ~~14d~~13e-24(bc) under the Exchange Act ~~(17 CFR 240.14d-2(b))~~

~~Pre-commencement~~Item 1.01 Entry ~~communications~~into ~~pursuant~~a toMaterial ~~Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~Definitive Agreement

Item 13.~~01. Entry Into~~02 Unregistered aSales ~~Material~~of ~~Definitive Agreement~~Equity Securities.

~~Item~~On 3September 14, 2007, SpaceDev, Inc.02 entered into two material definitive agreements with two strategic and accredited aerospace investors. ~~Unregistered~~ The ~~Sales~~investors are OHB Technology AG, a leading German Space Technology company, and MT Aerospace AG, a subsidiary of ~~Equity~~OHB ~~Securities~~Technology AG and an established supplier in the aeronautic, aerospace and defence sectors. The parties entered into a Stock Purchase Agreement covering the issuance and sale of SpaceDev’s common stock (hereinafter “Common Stock”), which formalizes a sale of 7,095,566 shares of Common Stock, US $0.0001 par value, in a private transaction to the investors at a purchase price of US $0.62 per share. The price was determined as a premium of 11% to the closing price of the Common Stock on September 12, 2007, which was US $0.56 per share. SpaceDev received gross proceeds from the sale of approximately US $4.4 million. The purchase price of the Common Stock was paid by the investors in cash.

OnThe ~~June 29,~~issuance 2007, we issued 500,000 shares of common stock to Laurus Master Fund Ltd. upon Laurus’ exercise of 500,000 warrants for $290,000 cash; i.e., at a specially reduced exercise price of $0.58 per share. These warrants had been issued to Laurus and ~~other~~sale ~~purchasers as part~~ of aCommon ~~series of 1,135,138 warrants in connection with the securities purchase agreement relating to the issuance of our Series D-1 Preferred~~ Stock ~~in January 2006; in previous filings we have referred to this series of warrants as the “common stock warrants.” The original exercise price of such warrants~~ was ~~$1.51~~exempt ~~per~~from ~~share. On May 31, 2007, we offered to~~ the ~~holders~~registration ~~of these warrants the opportunity to exercise the warrants at~~requirements ~~a specially reduced price to be calculated as 80% times the volume weighted average price~~ of ~~our common stock for~~ the 20Securities ~~trading~~Act ~~days preceding the warrantholder’s acceptance~~ of ~~the offer. Although this written offer expired by its terms on June 15~~1933, ~~2007, we orally renewed the offer to June 29, 2007 and Laurus accepted (~~as ~~to 500~~amended,~~000~~ ofpursuant ~~the 639,203 warrants of this series owned by Laurus) the orally renewed offer on June 29, 2007; the VWAP for the 20 trading days preceding June 29, 2007 was $0.725 per share. Due~~ to aRegulation ~~ratchet~~D ~~antidilution~~promulgated ~~provision~~under in the ~~warrants~~Securities ~~of this series, the exercise price of the remaining 635,138 warrants of the series (including the remaining 139,203 warrants of this series owned by Laurus) has been reduced to $0~~Act.~~58 per share as a result of this transaction, and otherwise the remaining warrants remain in full force and effect in accordance with their original terms.~~

The ~~issuance~~Common ofStock ~~these~~is ~~shares~~restricted ~~was~~and ~~exempt~~cannot be sold without an effective registration statement or an exemption from registration under the Securities Act, including Rule 144 of the Securities Act. SpaceDev and the investors also entered into a Stockholder Agreement, pursuant to which, SpaceDev has provided the investors with the right, after one year, to demand that SpaceDev file a registration ~~requirements~~statement bywith ~~virtue~~the Securities and Exchange Commission to cover resales of ~~Section~~the common ~~4(2)~~stock from time to time by the investors. In addition, subject to existing rights of other SpaceDev stockholders, SpaceDev has provided the investors ~~Securities~~with ~~Act~~rights to participate in SpaceDev’s future financings.

*In *addition, *the investors have agreed not to solicit SpaceDev’s customers and clients in the United States for the same products and services provided by SpaceDev. Further, the investors have agreed not to purchase additional shares of common stock or cause others to do so, except as expressly provided in the Stockholder Agreement.

The Stockholder Agreement expires on the earlier of: (1) ten years, (2) a change of control of SpaceDev or (3) when the investors own less than 4.99% of SpaceDev.

SpaceDev intends to use the net proceeds from the sale of Common Stock for general working capital purposes.

The foregoing description of the Stock Purchase Agreement and the Stockholder Agreement is not intended to be complete and is qualified in its entirety by the complete text of those agreements attached as exhibits to this Current Report on Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of Directors

Pursuant to the Stockholder Agreement, SpaceDev has agreed to elect a qualified representative of the investors (or any qualified replacement) to SpaceDev’s Board of Directors and to nominate this representative of the investors for election by the stockholders. SpaceDev intends to elect the initial representative of the investors at the next regular SpaceDev Board of Directors meeting. This obligation will continue until the expiration of the Stockholder Agreement.

Pursuant to the Stockholder Agreement, for two years the investors have agreed to vote their shares of Common Stock in favor of the nominees to SpaceDev’s Board of Directors that have been recommended for election by the SpaceDev Board of Directors. Following this two year period, the investors have agreed to continue voting their shares of common stock in favor of (1) any current member of SpaceDev’s Board of Directors who is recommended for election by SpaceDev’s Board of Directors or (2) any nominee that is recommended for election by SpaceDev’s Board of Directors including the investors’ nominee.

Section 9.01 Financial Statement and Exhibits.

(d) Exhibits.

The following Exhibits are hereby filed as part of this Current Report on Form 8-K:

Exhibit Description

99.1	Stock Purchase Agreement, entered into as of September 14, 2007, by and between SpaceDev, Inc. and MT Aerospace AG and OHB Technology AG.

99.2	Stockholder Agreement, entered into as of September 19, 2007, by and between SpaceDev, Inc. and MT Aerospace AG and OHB Technology AG.

99.3	Press Release dated September 19, 2007.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~the~~SpaceDev, ~~Registrant~~Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SPACEDEV, INC.

			SpaceDev, Inc.
			(Registrant)

Date	September 19, 2007	By	/s/ Richard B. Slansky
			Richard B. Slansky
			President and Chief Financial Officer

Date: July 6, 2007 By: /s/ Richard B. Slansky

Richard B. Slansky

President and Chief Financial Officer

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