| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 31, 2024, Astra Space, Inc. (the “Company”) and its subsidiaries (collectively with the Company, the “Note Parties”) entered into a Fifth Amendment to Senior Secured Convertible Notes (the “Amendment”) with each of the holders (the “Holders”) of the approximately $38.01 million outstanding aggregate principal amount of the Note Parties’ 12.0% Senior Secured Convertible Notes due 2025 (the “Convertible Notes”) amending the following: (i) the Convertible Notes previously issued by the Company to the Holders substantially in the form of the senior secured convertible note due 2025, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on May 1, 2024 (the “May 8-K”), and (ii) the form of senior secured convertible note, filed as Exhibit 4.1 to the May 8-K.
The terms of the Convertible Notes required the Note Parties to make quarterly amortization payments on each of February 1, May 1, August 1 and November 1 of each calendar year, payable in cash in an amount equal to 11.11% of the initial Stated Principal Amount (as defined in the Convertible Notes) of such Convertible Note. Holders are permitted, in their sole discretion, to defer their quarterly amortization payment to a subsequent date pursuant to the terms of the Convertible Notes.
Pursuant to the Amendment, and to allow the Company to prioritize its use of cash for operational purposes, the parties agreed that no Amortization Payment (as defined in the Convertible Note) shall be due on June 1, 2024 and the first Amortization Payment shall instead be due and payable on August 1, 2024, in an amount equal to 33.33% of the then outstanding aggregate Stated Principal Amount of the Convertible Notes, which amount comprises the Amortization Payment due August 1, 2024, plus the deferred Amortization Payment originally due on February 1, 2024, plus the deferred Amortization Payment originally due May 1, 2024. Each such payment was originally in an amount equal to 11.11% of the Stated Principal Amount of the Convertible Notes.
The Note Parties may also issue up to an additional $13.29 million of Convertible Notes, however, the Company can provide no assurance that it will be able to consummate any additional transaction in a timely manner, or at all.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the copy of the Amendment filed herewith and incorporated by reference as Exhibit 10.1.
The issuances of the Convertible Notes are discussed in the Company’s Current Report on Form 8-K filed with the SEC on November 24, 2023, its Current Report on Form 8-K, filed with the SEC on January 25, 2024, its Current Report on Form 8-K, filed with the SEC on March 1, 2024, its Current Report on Form 8-K, filed with the SEC on March 12, 2024, its Current Report on Form 8-K, filed with the SEC on March 21, 2024, its Current Report on Form 8-K, filed with the SEC on April 26, 2024, and its Current Report on Form 8-K, filed with the SEC on May 17, 2024.
This current report on Form 8-K does not, and the exhibits attached hereto do not, constitute an offer to sell any security, including the Convertible Notes, nor a solicitation for an offer to purchase any security, including the Convertible Notes, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration, qualification, or exemption under the securities laws of any such jurisdiction.
| Item 2.03 | Creation of a Direct Financial Obligation. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
