CERTAIN RELATIONSHIPS AND RELATED
PERSONPARTY TRANSACTIONS
The following is a description of transactions since
June 2, 2020 (inception),January 1, 2021 to which we have been a participant in which the amount involved, exceeded or will exceed $120,000, and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or any members of their immediate family, had or will have a direct or indirect material interest, other than compensation arrangements which are described under “Executive Officer and Director Compensation.”
Initial Public Offering of Holicity
On August 7, 2020, Holicity consummated its initial public offering of 27,500,000 units. Additionally, Holicity granted the underwriters a 45-day option from the date of the final prospectus relating to the initial public offering to purchase up to 4,125,000 additional units to cover over-allotments, if any, at the initial public offering price, less underwriting discounts and commissions. On August 11, 2020, the underwriters purchased 2,500,000 over-allotment units pursuant to the partial exercise of the Over-Allotment Option. The underwriters did not exercise the remaining portion of their Over-Allotment Option.
Each unit consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock for $11.50 per share, subject to adjustment. The units were sold at an offering price of $10.00 per unit, generating gross proceeds, before expenses, of $300,000,000. On June 4, 2020, Pendrell Corporation (“Pendrell”) purchased an aggregate of 7,187,500 Founder Shares in exchange for payment of certain offering costs of $25,000, or approximately $0.003 per share. Pendrell transferred such shares to the Sponsor on June 9, 2020. In July 2020, the Sponsor transferred 30,000 Founder Shares to the independent director nominees of Holicity, 150,000 shares to Craig O. McCaw, 100,000 shares to Randy Russell, 80,000 shares to R. Gerard Salemme, 40,000 shares to Steve Ednie and 239,000 to other directors, officers, employees and consultants of Pendrell, in each case for approximately the same per-share price initially paid by our sponsor, resulting in the Sponsor holding 6,488,500 Founder Shares. On August 4, 2020, Holicity effectuated a 1.1-for-1 Class B common stock split resulting in an aggregate of 7,906,250 Founder Shares outstanding. As a result, the Initial Stockholders forfeited 406,250 shares, resulting in the Initial Stockholders holding an aggregate of 7,500,000 shares of Class B common stock, of which 6,731,100 are held by the Sponsor. The shares forfeited by the Initial Stockholders were cancelled by Holicity.
Our Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants in connection with Holicity’s Initial Public Offering and the sale of the over-allotment units, at a price of $1.50 per Private Placement Warrant, or $8,000,000 in the aggregate. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Business Combination.
Holicity’s officers and directors were entitled to reimbursement for any out-of-pocket expenses incurred in connection with activities on Holicity’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Holicity’s audit committee reviewed on a quarterly basis all payments that were made to our Sponsor, Holicity’s officers, directors or its or their affiliates.
Exchange with Co-Founders and Executive Officers
To facilitate the delivery of Astra Class B common stock by Mr. Kemp and Dr. London, Astra entered into an exchange agreement with Mr. Kemp and Dr. London, effective as of immediately prior to the consummation of the Business Combination, pursuant to which each share of Astra Class A common stock held by Mr. Kemp and Dr. London was automatically exchanged for one share of Astra Class B common stock such that as of immediately following the completion of the Business Combination, Mr. Kemp and Dr. London collectively held approximately 75% of the voting power of the capital stock of the Company on a fully-diluted basis.
Private Placements
Series C Financing
On January 28, 2021, Astra entered into a Series C Preferred Stock Purchase Agreement pursuant to which Astra issued an aggregate of 42,854,347 shares of Astra Series C preferred stock. 4,531,055 shares of Astra Series C preferred stock were issued at a purchase price of $6.62097 per share for aggregate consideration of approximately $29,999,979. In addition, 38,323,292 shares of Astra Series C preferred stock were issued upon the conversion of certain of Astra’s outstanding convertible promissory notes at a purchase price of $1.32703 or $1.70618 per share, for aggregate consideration of approximately $60,989,852. The outstanding shares of Astra Series C preferred stock were exchanged for shares of Class A common stock in connection with the Closing.
The participants in this preferred stock financing include certain holders of more than 5% of Astra’s capital stock or entities related to Astra’s and Holicity’s directors. The following table sets forth the aggregate number of shares of Astra Series C preferred stock issued to these related persons in this preferred stock financing:
| | | | | | | | | | | | | | | |
Name | | Shares | | Aggregate Purchase Price | | Date of Issuance |
A/NPC Holdings LLC | | | | 7,819,887 | | | | $ | 10,377,225 | | | | | January 28, 2021 | |
Canaan X, L.P. | | | | 2,151,738 | | | | $ | 3,078,271 | | | | | January 28, 2021 | |
ACME Capital | | | | 584,964 | | | | $ | 820,160 | | | | | January 28, 2021 | |
Pendrell Corporation(1) | | | | 1,510,352 | | | | $ | 9,999,995 | | | | | January 28, 2021 | |
(1) | Craig McCaw, the Chairman and co-Chief Executive Officer of Pendrell, became a member of the Board upon the Closing and serves on the Nominating and Corporate Governance Committee.
|
Series B Financing
On June 20, 2018, Astra entered into a Series B Preferred Stock Purchase Agreement pursuant to which, from June 20, 2018, June 22, 2018, June 25, 2018, July 16, 2018 and July 18, 2018, Astra issued an aggregate of 70,713,123 shares of Astra Series B preferred stock. 41,434,856 shares of Astra Series B preferred stock were issued in exchange for cash at a purchase price of $1.333008 per share for aggregate consideration of approximately $55,232,995. In addition, 29,278,267 shares of Astra Series C preferred stock were issued upon the conversion of certain of Astra’s outstanding convertible promissory notes at a purchase price of $0.653436 per share, for aggregate consideration of approximately $19,131,477. The outstanding shares of Astra Series B preferred stock were exchanged for shares of Class A common stock in connection with the Closing.
The participants in this preferred stock financing include certain holders of more than 5% of Astra’s capital stock and entities related to Astra’s directors. The following table sets forth the aggregate number of shares of Astra Series B preferred stock issued to these related persons in this preferred stock financing:
| | | | | | | | | | | | | | | |
Name | | Shares | | Aggregate Purchase Price | | Date of Issuance |
A/NPC Holdings LLC | | | | 30,007,321 | | | | $ | 39,999,998 | | | | | June 20, 2018 | |
Canaan X, L.P. | | | | 20,737,976 | | | | $ | 15,080,349 | | | | | June 20, 2018 | |
ACME Capital | | | | 8,989,019 | | | | $ | 8,422,765 | | | | | June 20, 2018 | |
Convertible Note Financing
June 2019 Convertible Note Financing
On June 10, 2019, Astra entered into a Convertible Note Purchase Agreement, pursuant to which, on June 10, 2019, June 12, 2019, June 13, 2019, July 19, 2019, and July 25, 2019, Astra issued $14,835,000 aggregate principal amount of Astra convertible notes. Interest on the Astra convertible notes accrues at the rate of 2.37% or 2.13% per year, as applicable.
INVESTORS’ RIGHTS AGREEMENTThe participants in this convertible note financing include certain holders of more than 5% of Astra’s capital stock. The following table sets forth the aggregate principal amount of Astra convertible notes issued to these related persons in this convertible note financing:
| | | | | | | | | | |
Name | | Aggregate Purchase Price | | Date of Issuance |
A/NPC Holdings LLC | | | $ | 10,000,000 | | | | | June 10, 2019 | |
Canaan X, L.P. | | | $ | 2,000,000 | | | | | June 10, 2019 | |
ACME Capital | | | $ | 600,000 | | | | | June 10, 2019 | |
October 2019 Convertible Note Financing
On October 1, 2019, Astra entered into a Convertible Note Purchase Agreement, pursuant to which, on October 1, 2019, February 6, 2020, February 12, 2020, February 28, 2020, October 29, 2020, November 12, 2020, November 16, 2020, November 19, 2020, December 1, 2020 and December 11, 2020, Astra issued $45,000,000 aggregate principal amount of Astra convertible notes. Interest on the Astra convertible notes accrues at the rate of 1.69%, 1.59% or 1.85% per year, as applicable.
The participants in this convertible note financing include certain holders of more than 5% of Astra’s capital stock. The following table sets forth the aggregate principal amount of Astra convertible notes issued to these related persons in this convertible note financing.
| | | | | | | | | | |
Name | | Aggregate Purchase Price | | Date of Issuance |
Canaan X, L.P. | | | $ | 2,000,000 | | | | | June 10, 2019 | |
ACME Capital | | | $ | 600,000 | | | | | June 10, 2019 | |
Agreements with Astra Stockholders
Investors’ Rights, Voting and Right of First Refusal Agreements
In connection with Astra’s Series C preferred stock financing, Astra entered into investors’ rights, voting and right of first refusal and co-sale agreements containing registration rights, information rights, voting rights and rights of first refusal, among other things, with holders of Astra’s preferred stock and certain holders of its common stock.
Investors’ Rights Agreement
In connection with the execution of the Business Combination Agreement, Holicity, Legacy Astra, certain Holicity Stockholders and certain Legacy Astra stockholders entered into the Investors’ Rights Agreement, to be effective at the Closing. In addition, all other Legacy Astra stockholders that received capital stock of the Company in the Business Combination signed a joinder to the Investors’ Rights Agreement pursuant to a letter of transmittal.
Pursuant to the Investors’ Rights Agreement, the Company will be required to register for resale securities held by the stockholders party thereto. The Company will have no obligation to facilitate more than one demand made by the SponsorPendrell Holicity Holdings Corporation (the “Sponsor”) or its affiliates that the Company register such stockholders’ securities. In addition, the holders have certain “piggyback” registration rights with respect to registrations initiated by the Company. The Company will bear the expenses incurred in connection with the filing of any registration statements pursuant to the Investors’ Rights Agreement. The Investors’ Rights Agreement also restricts
COVID TEST PURCHASES FROM CUE HEALTH INC.
We began purchasing Covid-19 test readers and related test cartridges from Cue Health, Inc. in the abilitylate second quarter 2021, at their standard pricing. In August 2021, the Company entered into a six-month subscription arrangement with Cue Health, Inc. for the purchase of Covid-19 test readers and the related test cartridges. Under Cue Health, Inc.’s standard subscription arrangement, we receive a twenty percent (20%) discount on each Cue Reader and fourteen percent (14%) discount on each test cartridge. Mr. Stanford, a member of the Astra FoundersBoard and our Lead Independent Director, at the Sponsor who is a party thereto to transfer its sharestime served on the board of directors of Cue Health, Inc. Funds affiliated with ACME Capital collectively beneficially own 10.3%of the outstanding common stock for a period of one year followingCue Health, Inc. Mr. Stanford was not involved in the Closing, subject to certain permitted transfers, unlessnegotiation of our arrangement with Cue Health, Inc. We made purchases of $1.0 million under this agreement during 2022. The agreement was terminated in the closing pricefourth quarter of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing. In2022.
addition, the Investors’ Rights Agreement also restricts the ability of each stockholder who is a party thereto to transfer its shares of common stock for a period of six months following the Closing, subject to certain permitted transfers.
Agreements with Pendrell
Bridge Loan with Pendrell
On May 20, 2021, Astra entered into the Bridge Loan with Pendrell as the lender, pursuant to which Pendrell agreed to make a loan to Astra in a principal amount of $25,000,000. Pendrell is the parent of Sponsor and entered into the Bridge Loan with Astra to provide it with liquidity during the period prior to the Closing. The Bridge Loan was repaid in full in connection with the Closing.
Director and Officer Indemnification and Directors’ and Officers’ Liability Insurance
DIRECTOR AND OFFICER INDEMNIFICATION AND DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE
Our
second amended and restated certificate of incorporationCharter provides that we will indemnify our directors and officers to the fullest extent permitted by the DGCL. In addition, we have entered into indemnification agreements with our directors and officers. We also maintain a general liability insurance policy, which covers certain liabilities of directors and officers of the Company arising out of claims based on acts or omissions in their capacities as directors or officers.
Related Person Transaction Policy
RELATED PERSON TRANSACTION POLICY
The Board has adopted a written related person transaction policy that sets forth the following policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act of 1933, as amended, or the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds $120,000 in any fiscal year and a related person had, has or will have a direct or indirect material interest, including without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our audit committee is tasked with considering all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related person’s interest in the transaction. All
TABLE OF CONTENTS
STOCKHOLDER PROPOSALS FOR
2022THE 2024 ANNUAL MEETING
Requirements for Stockholder Proposals to be Considered for Inclusion in our Proxy Materials.
REQUIREMENTS FOR STOCKHOLDER PROPOSALS TO BE CONSIDERED FOR INCLUSION IN OUR PROXY MATERIALS
To be considered for inclusion in next year’s proxy statement for the
20222024 annual meeting of stockholders,
which is expected to be held on or about May 25, 2022, stockholder proposals pursuant to Rule
14a-8 under the Exchange Act must be received by our Corporate Secretary, at Astra Space, Inc., 1900 Skyhawk Street, Alameda, CA 94501 no later than
January 25, 2022,February 9, 2024, which is 120 days prior to
May 25, 2022.Requirements for Stockholder Proposals or Director Nominations to be Brought Before an Annual Meeting.June 8, 2024.
REQUIREMENTS FOR STOCKHOLDER PROPOSALS OR DIRECTOR NOMINATIONS TO BE BROUGHT BEFORE AN ANNUAL MEETING
Our
amended and restated bylawsBylaws provide that, for stockholder nominations to
ourthe Board or other proposals to be considered at an annual meeting, the stockholder must have given timely notice thereof in writing to the Corporate Secretary, at Astra Space, Inc., 1900 Skyhawk Street, Alameda, CA 94501. To be timely for the
20222024 annual meeting,
which is expected to be held on or about May 25, 2022, the stockholder’s notice must be delivered to or mailed and received by us not before
January 25, 2022February 9, 2024 or after
February 24, 2022,March 10, 2024, which is not more than
one hundred twenty (120)120 days, and not less than
ninety (90)90 days prior to
May 25, 2022.June 8, 2024. If the
20222024 annual meeting of stockholders is more than
thirty (30)30 days before or
after May 25, 2022, we must receive the notice on or before ten (10)more than 60 days after
June 8, 2024, notice by the stockholder to be timely must be delivered not earlier than the close of business 120 days before the meeting and not later than the later of (i) the close of business 90 days before the meeting or (ii) the close of business 10 days following the day on which
public announcement of the date of the
20222024 annual meeting is first
disclosed in a public announcement.made by the Company. Such notice must provide the information required by our amended and restated bylaws with respect to each matter the stockholder proposes to bring before the
20222024 annual meeting.
ANNUAL REPORT
Upon written request,
In addition to complying with the Company will provide without chargedeadlines set forth above, to each stockholder who does not otherwise receive a copycomply with the universal proxy rules of the Company’s annual reportSEC, stockholders who intend to stockholders a copysolicit proxies in support of director nominees (other than nominees of the Company’s Annual Report on Form 10-K, which was required to be filed with the SECBoard) for the period from2024 annual meeting of stockholders must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act and postmarked or transmitted electronically no later than April 9, 2024, which is 60 days prior to June 2, 2020 (inception) through December 31, 2020, filed on March 12, 2021 and May 3, 2021,8, 2024.
REQUESTING ADDITIONAL MATERIALS Stockholders may request additional copies of the
Company’s Current Report on Form 8-K, dated June 30, 2021 and filed on July 1, 2021, and the Company’s amendment to the Current Report on Form 8-K, dated June 30, 2021 and filed on July 1, 2021. Please address all requests to:Kelyn Brannon, Corporate Secretary
Astra Space, Inc.
1900 Skyhawk Street
Alameda, CA 94501
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS
FOR THE 2021 ANNUAL MEETING
The SEC’s e-proxy rules require companies to post their proxy materials on the Internet and permit them to provide only aor Notice of Internet Availability of Proxy Materials to stockholders. For this proxy statement, we have chosen to follow the SEC’s “full set” delivery option and therefore, although we are posting a full set of our proxy materials (this proxy statement, our Annual Report to Stockholders for the period from June 2, 2020 (inception) through December 31, 2020 and our Form of Proxy Card) online, we are also mailing a full set of our proxy materials to our stockholders. The Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders, Proxy Card and Annual Report to Stockholders for the period from June 2, 2020 (inception) through December 31, 2020 are availableby contacting Broadridge Financial Solutions, Inc. by telephone at www.investor.astra.com.
1-800-579-1639 or by e-mail at sendmaterial@proxyvote.com.
We are mailing a full set of our printed proxy materials to stockholders on or about
September 7, 2021.April 28, 2023. On this date, all stockholders of record and beneficial owners will have the ability to access all of the proxy materials on the website at
www.astra.com.https://astra.com.
HOUSEHOLDING OF PROXY MATERIALS
We have adopted a procedure approved by the SEC
rules concerningcalled “householding.” Under this procedure, multiple stockholders who share the
same last name and address and do not participate in electronic delivery
of annual disclosure documents allow us or your broker to send a single set of our proxy materials to any household at which two or more of our stockholders reside, if we or your broker believe that the stockholders are memberswill receive only one copy of the
same family, unless weproxy materials. We have
received contrary instructions from one or more of the stockholders. This practice, referred to as “householding,” benefits both you and us. It reduces the volume of duplicate information received at your household and helpsundertaken householding to reduce our
expenses. The rule appliesprinting costs and postage fees. Stockholders may elect to
our notices, annual reports,receive individual copies of the proxy
statementsmaterials or Notice of Availability at the same address by contacting Broadridge Financial Solutions, Inc. by telephone at 1-866-540-7095, by mail at Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717, or by e-mail at sendmaterial@proxyvote.com. Stockholders who are receiving individual copies of such materials and
information statements.We will undertakewho would like to deliver promptly, upon written or oral request, a separate copy to a stockholderreceive single copies at a shared address to which a single copy of proxy materials was delivered. You may make a written or oralcontact Broadridge Financial Solutions, Inc. with this request by sending a notificationusing the contact information provided above.