Starfighters Space, Inc. 8-K

What Happened

• On May 22, 2026, Starfighters Space, Inc. (FJET) entered into a Securities Purchase Agreement with institutional investors to sell 5,223,879 shares of common stock at $3.35 per share in a private placement for gross proceeds of $17,499,994.65. The deal is expected to close on or about May 27, 2026. Cantor Fitzgerald & Co. served as exclusive placement agent.
• The company says net proceeds will be used to support operational expansion, infrastructure development, and continued advancement of its STARLAUNCH platform, including launch readiness and mission execution capabilities.

Key Details

• Shares and price: 5,223,879 shares at $3.35 per share; aggregate gross proceeds $17,499,994.65 (before placement agent fees and offering expenses).
• Expected close: on or about May 27, 2026, subject to customary closing conditions.
• Lock-up and standstill: officers and directors signed 60‑day lock-up agreements preventing sales or certain transfers of Company stock; the Company agreed not to issue additional shares or file registration statements for 60 consecutive days without majority purchaser consent (subject to defined exceptions).
• Registration rights: Company will file a registration statement covering resale of the purchased shares within 30 days after closing (effective within 30–60 days depending on SEC review) and use commercially reasonable efforts to keep it effective under Rule 415 until earlier of no registrable securities or five years after closing.

Why It Matters

• This private placement provides near-term capital (about $17.5M gross) intended to fund growth and STARLAUNCH development, which could help advance the company’s launch capabilities and operations.
• New shares will increase the company’s outstanding shares, diluting existing shareholders’ percentage ownership; purchasers will have registration rights enabling resale after the registration is declared effective.
• The 60‑day lock-ups are relatively short, meaning officers/directors and the Company face limited short-term restrictions; placement agent fees and offering expenses will reduce net proceeds available for use.