📄 What This Document Is 🧾

This document is an 8-K filing, which is used by public companies to announce significant, major events that shareholders and the market need to know about immediately. Specifically, the attached Exhibit 1.1 is a Placement Agency Agreement.

In simple terms, this agreement outlines the official rules and terms for Sidus Space to raise a significant amount of capital by selling new shares and warrants to a select group of private investors. Think of it as the contract that governs the entire fundraising process.

👉 The headline finding is that Sidus Space is executing a major capital raise, confirming its current legal standing with the SEC and its continued operations.

🚀 Sidus Space Company Overview 🛰️

Before diving into the mechanics of the sale, it's important to know who Sidus Space is. The company is an innovative space and defense technology firm focused on providing flexible, cost-effective solutions for the space sector.

Their mission, which they call "Space Access Reimagined®," guides their commitment to rapid innovation and optimizing data collection performance in space systems.

• What they do: Sidus provides solutions across several areas, including satellite manufacturing and technology integration, AI-driven space-based data services, mission planning, and space and defense hardware manufacturing.
• Operations: The company is strategically located on Florida’s Space Coast, where it operates a 35,000-square-foot facility for manufacturing, assembly, integration, and testing.
• Clients: Sidus serves a global base of government, defense, intelligence, and commercial companies.

💸 The Offering Mechanics 💵

This section details exactly what Sidus Space is selling to the investors and the pricing structure. The company is raising capital through the sale of two types of securities: Class A common stock and pre-funded warrants.

The transaction is structured to maximize value for both the company and the investors, but the pricing structure is crucial to understand.

• Securities Offered: The company is selling 13,453,700 Securities. These are a combination of Class A common stock (the Shares) and pre-funded common stock purchase warrants (the Pre-funded Warrants).
• Pricing Details:
  • Share Offering Price: The cash purchase price for each regular share is set at $4.35.
  • Pre-funded Warrant Price: The purchase price for each pre-funded warrant is $4.3499.
  • Exercise Price: The minimum cost to exercise the warrant and get a common stock share is set at $0.0001, which is extremely low and beneficial to the investor.

👉 This setup allows Sidus to raise cash while offering investors highly discounted entry points for future stock ownership via the warrants.

🤝 The Placement Agent’s Role and Compensation 👩‍💼

A placement agency is essentially a professional intermediary that helps the company find buyers (investors) for its shares. ThinkEquity LLC is named as the exclusive Placement Agent for this sale.

The agent’s compensation is complex because it involves both a cash fee and an equity stake, which is a common practice in large-scale fundraising.

• The Agent: ThinkEquity LLC is appointed as the exclusive Placement Agent.

• The Fee Structure: On the Closing Date, Sidus must pay ThinkEquity two things:

  1. Cash Fee: A cash fee equal to 7.0% of the total purchase price paid by the investors, which will be deducted directly from the Purchase Price.
  2. Placement Agent’s Warrant: An additional compensation is provided in the form of a warrant for 672,685 shares of Common Stock. This represents 5% of the Shares and Pre-funded Warrants purchased at the Closing.

• Warrant Details: These warrants are subject to specific terms:

  • They are exercisable beginning on the date of the offering and expire on the five-year anniversary of that date.
  • The initial exercise price per share is $5.4375.
  • Important Restriction: The Placement Agent’s Warrants cannot be transferred for six months from the offering date, except as permitted by FINRA Rule 5110(e)(2).

👉 The combination of the cash fee and the significant equity warrant means the agent is highly incentivized to complete and succeed with this offering.

🗓️ Key Dates and Closing Procedures ⏳

The agreement specifies the exact timeline and mechanisms for the transfer of money and securities.

• Closing Date: The anticipated date for the financial transactions is April 21, 2026.
• Payment Location: The Purchase Price (the total money received) will be paid at the offices of Blank Rome LLP (Placement Agent’s Counsel) in New York, NY, or another mutually agreed-upon location.
• Transfer Protocol: The exchange of funds and shares is tightly regulated. The Purchase Price must be wired to the designated accounts. In return, the company must use the Depository Trust Company (DTC) to credit the corresponding number of Shares and Pre-funded Warrants to the appropriate investor or to the Placement Agent’s balance account.

🛡️ Legal Compliance and Company Standing ✅

To ensure the offering is legally sound, the company provided detailed representations and warranties regarding its compliance with federal securities laws.

• SEC Filings: Sidus confirmed that it has filed with the U.S. Securities and Exchange Commission (SEC) multiple required documents:
  • It has a "shelf" registration statement on Form S-3 (File No.: 333-273430), which was declared effective by the Commission on April 14, 2023.
  • It has also filed a registration for its Common Stock under the Exchange Act via Form 8-A12B (File Number 001-41154).
• Exchange Listing: The company confirms that its Common Stock is approved for listing on the Nasdaq Capital Market, and no action has been taken to delist the shares.
• Legal Status: The filing repeatedly emphasizes that the entire offering is an "arm’s-length commercial transaction" between the company and the investors, confirming that the Placement Agent acts only as an independent contractor.

👉 This comprehensive compliance section is critical, as it assures investors that the legal foundation for the entire fundraising effort is in place and accepted by major regulatory bodies.

🧠 The Analogy 🚂

Think of Sidus Space’s fundraising as booking a specialized train journey. The Placement Agent (ThinkEquity) is not the train itself, but the ticket seller who has the exclusive contract to find enough wealthy passengers (the Investors) to fill the cars (the Securities).

The 8-K is the announcement to the public that the train journey is happening. The $4.35 is the price of the ticket. The 7.0% cash fee plus the equity warrant is the commission the ticket seller earns for making the whole thing work. The entire legal section confirms that the station (the SEC and Nasdaq) approved the train route and the safety standards before anyone buys a ticket.

🧩 Final Takeaway 🎯

Sidus Space is formally executing a large capital raise via a placement agreement, raising money from private investors at $4.35 per share. The transaction is highly formalized, requires the completion of legal agreements by April 21, 2026, and is secured by detailed compliance with all major U.S. regulatory bodies.

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