Intuitive Machines Enters into Warrant Exercise Transaction for $11.8 Million in Gross Proceeds
11 January 2024 - 11:30PM
Intuitive Machines, Inc. (Nasdaq: LUNR) (“Intuitive Machines”
or the “Company”), a leading space exploration, infrastructure, and
services company, announced today that it has entered into a
warrant exercise agreement with an existing accredited investor to
exercise in full an outstanding Series B Common Stock Purchase
Warrant to purchase up to an aggregate of 4,705,883 shares of the
Company’s Class A common stock (the “Existing Series B Warrant”).
In consideration for the immediate and full exercise of the
Existing Series B Warrant for cash, the exercising holder received
(i) a new unregistered Series A Common Stock Purchase Warrant to
purchase up to an aggregate of 4,705,883 shares of the Company’s
Class A common stock (the “New Series A Warrant”) and (ii) a new
unregistered Series B Common Stock Purchase Warrant to purchase up
to an aggregate of 4,705,883 shares of the Company’s Class A common
stock (the “New Series B Warrant” and together with the New Series
A Warrant, the “New Warrants”).
The New Series A Warrant will become exercisable
commencing upon the Company’s receipt of final stockholder
approval, including following expiration of any waiting period
required pursuant to Section 14C of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). The New Series A Warrant has
an expiration date five and one-half years after the date of the
stockholder approval. The New Series B Warrant will become
exercisable commencing upon the Company’s receipt of final
Stockholder Approval, including following expiration of any waiting
period required pursuant to Section 14C of the Exchange Act, and
has an expiration date of 18 months after the date of the
Stockholder Approval. The New Warrants include beneficial ownership
restrictions that prevent the holder from owning more than 9.99% of
the Company’s outstanding common stock at any time.
The gross proceeds to the company from the
exercise of the Existing Series B Warrant was approximately $11.8
million, prior to estimated offering expenses.
Cantor Fitzgerald & Co. acted as the
exclusive-warrant inducement agent for the transaction.
The New Warrants described above were offered in a private
placement pursuant to an applicable exemption from the registration
requirements of the Securities Act of 1933, as amended (the
“Securities Act”), and, along with the Class A common shares
issuable upon their exercise, have not been registered under the
Securities Act, and may not be offered or sold in the United States
absent registration with the Securities and Exchange Commission
(the “SEC”) or an applicable exemption from such registration
requirements. The securities were offered only to an accredited
investor. The Company has agreed to file a registration statement
with the SEC covering the resale of Class A common shares issuable
upon exercise of the New Warrants. This press release shall not
constitute an offer to sell or a solicitation of an offer to buy
these securities, nor shall there be any sale of these securities
in any state or jurisdiction in which such an offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
About Intuitive Machines
Intuitive Machines is a diversified space
company focused on space exploration. Intuitive Machines supplies
space products and services to support sustained robotic and human
exploration to the Moon, Mars, and beyond. Intuitive Machines’
products and services are offered through its four business units:
Lunar Access Services, Orbital Services, Lunar Data Services, and
Space Products and Infrastructure. For more information, please
visit www.intuitivemachines.com.
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, as amended. All statements contained in this
press release that do not relate to matters of historical fact
should be considered forward-looking. These forward-looking
statements generally are identified by the words such as
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “strive,” “would,” “strategy,”
“outlook,” the negative of these words or other similar
expressions, but the absence of these words does not mean that a
statement is not forward-looking. The Company is using
forward-looking statements in this press release when it discusses
its expectations regarding the completion of the warrant exercise
transaction, the satisfaction of customary closing conditions
related to the warrant exercise transaction and the expected
receipt and intended uses of the proceeds from the warrant exercise
transaction. However, the conditions for the closing of the warrant
exercise may not be met and the proceeds may not be received or if
received may not be used as currently anticipated. Because
such statements deal with future events and are based on the
Company’s current expectations, they are subject to various risks
and uncertainties and actual results, performance or achievements
of the Company could differ materially from those described in or
implied by the statements in this press release. The
forward-looking statements contained or implied in this press
release are subject to other risks and uncertainties, including
those discussed under the section titled Part I, Item 1A. Risk
Factors of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2022 filed with the SEC on March 31, 2023, the section
titled Part I, Item 2, Management's Discussion and Analysis of
Financial Condition and Results of Operations and the section
titled Part II. Item 1A. “Risk Factors” in our Quarterly Report on
Form 10-Q for the quarter ended September 30, 2023, and in our
subsequent filings with the SEC, which are accessible on the SEC's
website at www.sec.gov and the Investors section of our website at
https://investors.intuitivemachines.com.
These forward-looking statements are based on
information available as of the date of this press release and
current expectations, forecasts, and assumptions, and involve a
number of judgments, risks, and uncertainties. Accordingly,
forward-looking statements should not be relied upon as
representing our views as of any subsequent date, and we do not
undertake any obligation to update forward-looking statements to
reflect events or circumstances after the date they were made,
whether as a result of new information, future events, or
otherwise, except as may be required under applicable securities
laws.
Contacts
For investor
inquiries:investors@intuitivemachines.com
For media
inquiries:press@intuitivemachines.com
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