UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-U
CURRENT REPORT PURSUANT TO REGULATION A
Date of Report (Date of earliest event reported): September 11, 2024 (September 6, 2024)
STARFIGHTERS SPACE, INC.
(Exact name of issuer as specified in its charter)
Delaware |
| 92-1012803 |
(State or other jurisdiction of |
| (IRS Employer |
Reusable Launch Vehicle Hangar, Hangar Rd.
Cape Canaveral, FL, 32920
(Full mailing address of principal executive offices)
321-261-0900
(Issuer's telephone number, including area code)
Title of each class of securities issued pursuant to Regulation A: Shares of Common Stock
Item 9. Other Events
On September 6, 2024, Starfighters Space, Inc. (the "Company") entered into a selling agency agreement (the "Selling Agency Agreement") with Digital Offering, LLC ("Digital Offering"), in connection with the Company's best efforts offering (the "Offering") of up to 9,749,303 shares of common stock of the Company, par value $0.00001 per share (the "Shares"), to investors at a purchase price of $3.59 per Share pursuant to Regulation A through Digital Offering, acting on a best efforts basis only, in connection with such sales.
Under no circumstances will Digital Offering be obligated to underwrite or purchase any of the Shares for their own account or otherwise provide any financing.
Pursuant to the Selling Agency Agreement, the Company will pay to Digital Offering a cash commission equal to one percent (1.00%) (the "Cash Fee") of the gross offering proceeds received by the Company from the sale of the Shares, which shall be allocated by Digital Offering to Dealers (as defined in the Selling Agency Agreement) participating in the Offering, in its sole discretion.
In addition to the Cash Fee, the Company agrees to issue to Digital Offering (and/or its designees) a warrant (the "Selling Agent's Warrant") to purchase a number of Shares (such Shares being, the "Warrant Shares") equal to 1.0% of the total number of Shares sold in the Offering, which shall be exercisable, in whole or in part, commencing on the issuance date and expiring on the five-year anniversary of the date of commencement of sales in the Offering, at an exercise price of $3.59 per Warrant Share, which is equal to 100% of the purchase price of the Shares. The Selling Agent's Warrant will provide for adjustment in the number and price of such warrants (and the underlying Warrant Shares) to prevent dilution in the event of a stock dividend, stock split or other reclassification of the common stock of the Company.
Furthermore, the Company has agreed to pay Digital Offering an accountable due diligence fee of $25,000, which has been paid to Digital Offering. This payment shall be reimbursed to the Company to the extent not actually incurred, in compliance with FINRA Rule 5110(g)(4)(a).
The foregoing description of the terms of the Selling Agency Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Selling Agency Agreement, which is included as Exhibit 1.1 to this Current Report on Form 1-U and is incorporated herein by reference.
Exhibit Index
| Exhibit | Description | |
| 1.1 | Selling Agency Agreement, dated September 6, 2024, between Starfighters Space, Inc. and Digital Offering, LLC |
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| STARFIGHTERS SPACE, INC. | |
| DATE: September 11, 2024 | By: /s/ David Whitney David Whitney Chief Financial Officer |
