Subsequent Events | Note 12 — Subsequent Events B. Riley Agreement and Registration Rights Agreement Effective July 5, 2023 and in conjunction with the Company entering into the Sales Agreement (defined below), the Company terminated the B Riley Agreement. As of July 5, 2023, B. Riley did not hold any Registrable Securities (as such term is defined in the Registration Rights Agreement). Accordingly, the Company’s obligations under the Registration Rights Agreement were also terminated as of July 5, 2023. Reverse Stock Split On July 6, 2023, the Company’s board of directors approved the Reverse Stock Split at a ratio of (a) one (1) new share of Class A Common Stock for fifteen (15) shares of Class A Common Stock then issued and outstanding; and (b) one (1) new share of Class B Common Stock for fifteen (15) shares of Class B Common Stock then issued and outstanding. The Reverse Stock Split is expected to be consummated on or before October 2, 2023, by the filing of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation. The following pro forma loss shares outstanding and per share is provided to show the effect of the reverse stock split for the periods presented: Three Months Ended June 30, 2023 As Reported Impact of Reverse Stock Split Revised Class A Common Stock Class B Common Stock Class A Common Stock Class B Common Stock Class A Common Stock Class B Common Stock Net loss attributed to common stockholders $ ( 11,138 ) $ ( 2,866 ) $ ( 11,138 ) $ ( 2,866 ) Basic weighted average common shares outstanding 215,869,537 55,539,188 ( 201,478,234 ) ( 51,836,575 ) 14,391,302 3,702,613 Dilutive weighted average common shares outstanding 215,869,537 55,539,188 ( 201,478,234 ) ( 51,836,575 ) 14,391,302 3,702,613 Basic and Diluted loss per share $ ( 0.05 ) $ ( 0.05 ) $ ( 0.72 ) $ ( 0.72 ) $ ( 0.77 ) $ ( 0.77 ) Three Months Ended June 30, 2022 As Reported Impact of Reverse Stock Split Revised Class A Common Stock Class B Common Stock Class A Common Stock Class B Common Stock Class A Common Stock Class B Common Stock Net loss attributed to common stockholders $ ( 65,025 ) $ ( 17,278 ) $ ( 65,025 ) $ ( 17,278 ) Basic weighted average common shares outstanding 209,021,924 55,539,188 ( 195,087,129 ) ( 51,836,575 ) 13,934,795 3,702,613 Dilutive weighted average common shares outstanding 209,021,924 55,539,188 ( 195,087,129 ) ( 51,836,575 ) 13,934,795 3,702,613 Basic and Diluted loss per share $ ( 0.31 ) $ ( 0.31 ) $ ( 4.36 ) $ ( 4.36 ) $ ( 4.67 ) $ ( 4.67 ) Six Months Ended June 30, 2023 As Reported Impact of Reverse Stock Split Revised Class A Common Stock Class B Common Stock Class A Common Stock Class B Common Stock Class A Common Stock Class B Common Stock Net loss attributed to common stockholders $ ( 46,819 ) $ ( 12,078 ) $ ( 46,819 ) $ ( 12,078 ) Basic weighted average common shares outstanding 215,288,148 55,539,188 ( 200,935,605 ) ( 51,836,575 ) 14,352,543 3,702,613 Dilutive weighted average common shares outstanding 215,288,148 55,539,188 ( 200,935,605 ) ( 51,836,575 ) 14,352,543 3,702,613 Basic and Diluted loss per share $ ( 0.22 ) $ ( 0.22 ) $ ( 3.04 ) $ ( 3.04 ) $ ( 3.26 ) $ ( 3.26 ) Six Months Ended June 30, 2022 As Reported Impact of Reverse Stock Split Revised Class A Common Stock Class B Common Stock Class A Common Stock Class B Common Stock Class A Common Stock Class B Common Stock Net loss attributed to common stockholders $ ( 132,684 ) $ ( 35,332 ) $ ( 132,684 ) $ ( 35,332 ) Basic weighted average common shares outstanding 208,569,794 55,539,188 ( 194,665,141 ) ( 51,836,575 ) 13,904,653 3,702,613 Dilutive weighted average common shares outstanding 208,569,794 55,539,188 ( 194,665,141 ) ( 51,836,575 ) 13,904,653 3,702,613 Basic and Diluted loss per share $ ( 0.64 ) $ ( 0.64 ) $ ( 8.90 ) $ ( 8.90 ) $ ( 9.54 ) $ ( 9.54 ) ATM Sales Agreement On July 10, 2023, the Company entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC ("Roth”). The Sales Agreement provides for the offer and sale of up to $ 65.0 million of the Company’s newly issued Class A common stock, par value $ 0.0001 per share (the “Class A Common Stock”), from time to time through an “at the market offering” program. The Company will specify the parameters for the sale of the shares of Class A common stock, including the number of shares to be issued, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. The Company may offer and sell up to $ 65.0 million of shares of Class A common stock pursuant to the Sales Agreement; provided however that, until the consummation of the Reverse Stock Split, the Company may only offer and sell 50 million shares of Class A common stock pursuant to the terms of the Sales Agreement. Actual sales of Class A common stock under the Sales Agreement will depend on a variety of factors including, among other things, market conditions and the trading price of the Class A common stock, and the full amount of capital may not be fully realized. The Company intends to use the net proceeds from these at-market offerings, if any, for working capital and general corporate purposes. The Company's general corporate purposes include, but are not limited to, pursuing our growth strategies, continuing the development of our Launch System 2 and expansion of our Astra Spacecraft Engine business, capital expenditures, funding strategic investments, working capital and satisfaction of other obligations and other liabilities. The terms of the Securities Purchase Agreement and Notes (both defined and described below) require the Company to maintain an approved at-the-market equity program and/or equity line that, at all times, shall have available and unused capacity to generate at least $ 20.0 million of gross proceeds to the Company, which restriction will limit the Company’s ability to use the full capacity of this Sales Agreement while the Senior Notes (defined below) are outstanding. Newbold Action On or about July 21, 2023 , the Delaware Chancery Court denied the defendants’ motion to dismiss the amended complaint. Securities Action On August 2, 2023, the Company received an order granting its motion to dismiss the amended complaint in the Securities Action. The plaintiffs in this action have a period of 21 days to file an amended complaint. The Company continues to believe that the Securities Action is without merit and intends to defend it vigorously if the plaintiffs timely file an amended complaint. Due to this right and the early stage of the case, neither the likelihood that a loss, if any, will be realized, nor an estimate of the possible loss or range of loss, if any, can be determined. Senior Notes and Warrants Offering Securities Purchase Agreement On August 4, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an institutional investor (the “Investor”) pursuant to which the Investor agreed to purchase, and the Company agreed to issue and sell in a registered direct offering to the Investor (the “Offering”), $ 12.5 million aggregate principal amount of senior secured notes (the “Initial Note”) and warrants (the “Initial Warrants”) to purchase up to 22.5 million shares of the Company’s Class A common stock (the “Class A Common Stock” and such shares of Class A Common Stock issuable upon exercise of the Initial Warrants, (the “Warrant Shares”), subject to customary closing conditions. As described in more detail below, subject to the satisfaction of the conditions in the Purchase Agreement, the Company may issue and sell to the Investor up to an additional $ 7.5 million aggregate principal amount of senior secured notes (the “Additional Notes” and, together with the Initial Note, the “Notes”) and warrants (the “Additional Warrants” and, together with the Initial Warrants, the “Warrants”) to purchase the aggregate number of shares of Class A Common Stock equal to 65 % of the aggregate principal amount of the Additional Notes issued divided by the Market Stock Price (as defined in the Notes). The Initial Note bears interest at 9.0 % per annum, mature on November 1, 2024 , and is secured by a first priority security interest in all of the assets of the Company and its subsidiaries. The Initial Warrants are immediately exercisable upon issuance at an exercise price of $ 0.45 per share, subject to certain adjustments, and expire on August 4, 2028. The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, obligations of the parties, termination provisions and closing conditions. Pursuant to the Securities Purchase Agreement, the Company has agreed to indemnify the Investor against certain liabilities. The representations, warranties and covenants contained in the Securities Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The Securities Purchase Agreement also includes certain covenants that, among other things, limit the Company’s ability to issue certain types of securities for specified periods of time. Subject to the satisfaction of the conditions in the Securities Purchase Agreement, the Company may issue and sell to the Investor up to an additional $ 7.5 million aggregate principal amount of Additional Notes (issuable incrementally in up to two separate subsequent closings) and Additional Warrants to purchase the aggregate number of shares of Class A Common Stock equal to 65 % of the aggregate principal amount of the Additional Notes issued divided by the Market Stock Price (as defined in the Notes). Certain of those conditions in the Purchase Agreement include, but are not limited to: (i) the daily VWAP (as defined in the Warrants) of the Class A Common Stock on Nasdaq is not less than $ 1.00 , (ii) after giving pro forma effect to the proposed subsequent closings, the Company’s pro forma indebtedness does not exceed certain specified relative percentages of its market capitalization, (iii) the last funding date under the Securities Purchase Agreement was at least 90 days prior to the proposed subsequent closing, (iv) on the subsequent closing date, the Company will have aggregate capacity to generate gross proceeds of at least $ 20.0 million under an approved at-the-market equity program and/or equity line; and (v) if the Company reports cash and cash equivalents of less than $ 50.0 million at the end of the calendar quarter immediately preceding the date of such Additional Notes purchase, the Company’s Available Cash (as defined in the Purchase Agreement) on the last calendar day of such quarterly period must be greater than or equal to (x) the sum of the Company’s cash and cash equivalents on the last calendar day of the immediately preceding calendar quarter, less (y) $ 10.0 million. No offer to sell Additional Notes to the Investor may occur earlier than two trading days following the Company’s public announcement of its earnings for the fiscal year ended December 31, 2023 and no later than August 4, 2024. The Securities Purchase Agreement also provides that for (i) 60 calendar days after August 4, 2023 and (ii) 45 days after each subsequent closing date pursuant to the Securities Purchase Agreement, the Company and its subsidiaries may not, directly or indirectly, register, offer, sell, grant any option or right to purchase, issue or otherwise dispose of, including make any filing to do the same, any equity or equity-linked securities, subject to limited exceptions, including without limitation, sales pursuant to the Sales Agreement. So long as the Notes are outstanding, the Securities Purchase Agreement provides that the Company may not, directly or indirectly, offer, sell, grant any option to purchase or otherwise dispose of any of its or its subsidiaries’ equity, equity-linked, equity equivalent securities or securities convertible into or exercisable for equity (excluding offerings of Class A Common Stock through an approved at-the-market equity program) unless the Company offers certain participation rights to the holders of the Notes, subject to limited exceptions. So long as any Notes or Warrants are outstanding, the Securities Purchase Agreement also provides that the Company and its subsidiaries may not effect or enter into any “Variable Rate Transactions” (as defined in the Purchase Agreement). Sales of Class A common stock pursuant to an approved at-the-market equity program, including the Sales Agreement, will not be considered Variable Rate Transactions. Notes The Notes will not be issued pursuant to an indenture. The Initial Notes will mature on November 1, 2024 ; provided, that the maturity date may be extended for up to an additional year by written agreement of the Company and the holders thereof. The Notes will bear interest at 9.0 % per annum, which interest rate would increase to 15.0 % per annum upon the existence of an Event of Default (as defined in the Notes) and the Company will be required to make quarterly cash amortization payments. The Notes are be secured by first-priority security interests in all tangible and intangible assets, now owned and hereafter created or acquired, of the Company and its subsidiaries. As additional security for the Notes, the Company is required to maintain a minimum of $ 15 million unrestricted and unencumbered cash and cash equivalents, $ 5 million of which must be deposited in a restricted account, which is not accessible to the Company while the Notes are outstanding. Upon issuance of additional Notes up to the maximum borrowing capacity, the Company will be required to maintain a minimum of $ 20 million unrestricted and unencumbered cash and cash equivalents, $ 8 million of which must be deposited in a restricted account. which is not accessible to the Company while the Notes are outstanding. The Company is also required to maintain an approved at-the-market equity program and/or equity line that, at all times, shall have available and unused capacity to generate at least $ 20.0 million of gross proceeds to the Company, which restriction limits the Company’s ability to use the full capacity of the Sales Agreement. The Company may redeem all (or a portion thereof not less than $ 5.0 million) of the Notes at a price of 105 % of the then-outstanding principal amount at any time. Upon a Fundamental Change (as defined in the Notes), a holder may require the Company to repurchase the Notes at a price equal to 105 % of the aggregate principal amount of the Notes to be repurchased. The Notes impose certain customary affirmative and negative covenants upon the Company, as well as covenants that, among other things, restrict the Company and its subsidiaries from incurring any additional indebtedness or suffering any liens, subject to specified exceptions and restrict the ability of the Company and its subsidiaries from making certain investments, subject to specified exceptions. If an event of default under the Notes occurs, the holders of the Notes can elect to accelerate all amounts due under the Notes for cash equal to 115 % of the then-outstanding principal amount of the Notes, plus accrued and unpaid default interest, which accrues at a rate per annum equal to 15 % from the date of a default or event of default. The Investor purchased the Initial Notes at a discount to their face value for a total purchase price of $ 12.1 million . The Company expects to receive net proceeds of $ 10.8 million , after deducting the placement agent fee and offering expenses. The Company intends to use the proceeds of the Senior Note for working capital and general corporate purposes. Warrants The Initial Warrants are immediately exercisable upon issuance at an exercise price of $ 0.45 per Share, subject to certain adjustments. The exercise price of the Warrants, and the number of Warrant Shares potentially issuable upon exercise of the Warrants, will be adjusted proportionately if the Company subdivides its shares of common stock into a greater number of shares or combines its shares of common stock into a smaller number of shares. In addition, until the earlier to occur of (i) such date as the Company has completed Equity Issuances (as defined in the Warrants) after August 4, 2023 for gross proceeds of at least $ 20.0 million, and (ii) August 4, 2024, if the Company grants, issues or sells or is deemed to have granted, issued or sold, any shares of Class A Common Stock (excluding any Excluded Securities (as defined in the Warrants) for a consideration per share (the “ New Issuance Price ”) less than a price equal to the Warrant exercise price in effect immediately prior to such granting, issuance or sale or deemed granting, issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “ Dilutive Issuance ”), then immediately after such Dilutive Issuance, the Warrant exercise price then in effect will be reduced to an amount equal to the New Issuance Price. The Warrants will also be adjusted in connection with the Reverse Stock Split. The Warrants will be recognized as a component of permanent stockholders’ equity within additional paid-in-capital on the condensed consolidated balance sheets and will be recorded at the issuance date using a relative fair value allocation method. The Company has determined the fair value of the Initial Warrants at issuance, which will result in a discount on the Initial Note, and will allocate the proceeds from the offer and sale of the Initial Note proportionately to the Initial Note and to the Initial Warrants, of which $ 4.8 million will be allocated to the Initial Warrants. The Company determined the fair value of the Initial Warrants as of August 4, 2023 using the Black-Scholes option pricing model and applying the following assumptions: Expected terms (years) 5.0 Expected volatility 93.6 % Risk-free interest rate 3.99 % Expected dividend rate — Grant-date fair value $ 0.40 Exercise Price $ 0.45 The Initial Note was issued at 97% of par, resulting in net cash proceeds of $ 12.1 million , after deducting the $ 0.4 million discount fee withheld by the lender and before placement agent fee and offering expenses. In connection with entering into the Initial Note, the Company incurred $ 1.3 million of offering expenses, including agent fees, accounting and legal fees paid directly to the lenders and other direct third-party costs. Total issuance costs also include the fair value of $ 4.8 million of issuance costs. The Company allocated all costs to the Initial Note including lender discount fees, third-party issuance costs and fair value of warrants for an aggregate of $ 6.5 million as unamortized discount, which will be amortized to non-cash interest expense over the term of the Initial Note using the effective interest method. The net proceeds to the Company after deducting lender fees, cash paid to third-parties for issuance costs and the fair value of Warrants will be as follows: in thousands Senior Note Principal $ 12,500 Less: lender original issue discount (1) 375 Net cash proceeds 12,125 Less: cash expenses for third-party issuance costs (1) 1,285 Net proceeds after lender fees and third-party issuance costs 10,840 Less: Discount associated with fair value of Warrants (1) 4,811 Senior Note, net proceeds after lender fees, third-party issuance costs and Warrants $ 6,029 (1) amounts will be accounted for as debt discount and amortized to interest expense over the term of the loan using the effective interest method. The carrying value of the Initial Note will be presented as follows on the Company consolidated balance sheet and will be referred to as the “Senior Note”: in thousands Senior Note $ 12,500 Less: Unamortized debt discount and issuance costs ( 6,471 ) Carrying value of Senior Note $ 6,029 The effective interest rate on the Senior Note, including the discount accretion is expected to approximate 62.45 % as of August 4, 2023. Strategic Restructuring On August 4, 2023, the Company implemented a strategic restructuring of its workforce. The restructuring involved the reallocation of approximately 50 engineering and manufacturing personnel from Launch Services to Space Products. In addition, the Company also announced that it had reduced its overall workforce by approximately 25 % since the beginning of the second quarter, including a reduction of approximately 70 employees on August 4, 2023. The affected employees primarily supported the Company’s launch services, selling, general and administrative and shared services functions and will be paid their base compensation for a period of 60 days consistent with the Company’s normal pay periods. |