Intuitive Machines Reports Material Agreement, Equity Sales

TL;DR

**Intuitive Machines just made a big deal and sold some stock, watch for impact on share price.**

AI Summary

Intuitive Machines, Inc. filed an 8-K on January 11, 2024, reporting an event on January 10, 2024, related to an entry into a material definitive agreement and unregistered sales of equity securities. This filing indicates potential capital raising activities or significant contractual obligations, which could impact the company's financial structure and future operations. For investors, this matters because such agreements can dilute existing shareholder value if new shares are issued, or provide necessary capital for growth and project funding, influencing the stock's long-term trajectory.

Why It Matters

This filing signals potential changes in Intuitive Machines' capital structure or significant new business agreements, which could affect its financial health and future growth prospects.

Risk Assessment

Risk Level: medium — The filing indicates unregistered sales of equity securities, which could lead to dilution for existing shareholders, posing a medium risk.

Analyst Insight

Investors should monitor subsequent filings for details on the material definitive agreement and the terms of the unregistered equity sales to assess potential dilution and the strategic implications for Intuitive Machines, Inc.

Key Players & Entities

• Intuitive Machines, Inc. (company) — the registrant filing the 8-K
• January 10, 2024 (date) — date of the earliest event reported
• January 11, 2024 (date) — date the 8-K was filed
• 001-40823 (other) — Commission File Number for Intuitive Machines, Inc.
• Delaware (other) — State of Incorporation for Intuitive Machines, Inc.

Forward-Looking Statements

• Intuitive Machines will provide more details on the material definitive agreement and equity sales in future filings. (Intuitive Machines, Inc.) — high confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share LUNR The Nasdaq Stock Mar
• $11.50 — mon Stock, each at an exercise price of $11.50 per share LUNRW The Nasdaq Stock Ma
• $4.75 — e of the Existing Series B Warrant from $4.75 to $2.50 per share and the exercise pri
• $2.50 — Existing Series B Warrant from $4.75 to $2.50 per share and the exercise price of a S
• $2.75 — e " Existing Warrants "), from $4.75 to $2.75 per share. The New Series A Warrant wi
• $11.8 m — any from the Exercise was approximately $11.8 million, prior to deducting estimated off

Filing Documents

• ea191501-8k_intuitive.htm (8-K) — 40KB
• ea191501ex4-1_intuitive.htm (EX-4.1) — 99KB
• ea191501ex4-2_intuitive.htm (EX-4.2) — 96KB
• ea191501ex10-1_intuitive.htm (EX-10.1) — 252KB
• ea191501ex99-1_intuitive.htm (EX-99.1) — 10KB
• 0001213900-24-002818.txt ( ) — 833KB
• lunr-20240110.xsd (EX-101.SCH) — 4KB
• lunr-20240110_def.xml (EX-101.DEF) — 26KB
• lunr-20240110_lab.xml (EX-101.LAB) — 36KB
• lunr-20240110_pre.xml (EX-101.PRE) — 25KB
• ea191501-8k_intuitive_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Warrant Exercise Agreement On January 10, 2024, Intuitive Machines, Inc. (the " Company ") entered into a warrant exercise agreement (the " warrant exercise agreement ") with an existing accredited investor (the " Investor ") to exercise in full an outstanding Series B Common Stock Purchase Warrant (the " Exercise ") 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 Investor 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 ") in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933 (the " Securities Act "). In connection with the Exercise, the Company also agreed to reduce the exercise price of the Existing Series B Warrant from $4.75 to $2.50 per share and the exercise price of a Series A Common Stock Purchase Warrant held by the Investor, which is exercisable for up to 4,705,883 shares of the Company's Class A common stock (the " Existing Series A Warrant " and together with the Existing Series B Warrant, the " Existing Warrants "), from $4.75 to $2.75 per share. The New Series A Warrant will become exercisable commencing upon the Company's receipt of final Stockholder Approval (as defined below), including following expiration of any waiting period required pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), with an expiration date five and one-half years after the date of the S

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information in Item 1.01 above is incorporated herein by reference. The New Warrants described in Item 1.01 above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act and, along with the shares of Class A common stock issuable upon the exercise thereof, 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 or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. This report shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On January 11, 2024, the Company issued a press release regarding the warrant exercise agreement. A copy of the press release is attached to this Current Report as Exhibit 99.1 and is incorporated in this Item 7.01 by reference. The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing. 1

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Series A Common Stock Purchase Warrant 4.2 Form of Series B Common Stock Purchase Warrant 10.1# Form of Warrant Exercise Agreement, dated January 10, 2024, by and between Intuitive Machines, Inc. and the Investor 99.1 Press Release, dated as of January 11, 2024. 104 Cover Page Interactive Data File (embedded within the inline XBRL document) # The representations and warranties contained in this agreement were made only for purposes of the transactions contemplated by the agreement as of specific dates and may have been qualified by certain disclosures between the parties and a contractual standard of materiality different from those generally applicable under securities laws, among other limitations. The representations and warranties were made for purposes of allocating contractual risk between the parties to the agreement and should not be relied upon as a disclosure of factual information relating to the Company, the other parties to such agreement or the transactions described in this Current Report. 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INTUITIVE MACHINES, INC. Date: January 11, 2024 By: /s/ Erik Sallee Name : Erik Sallee Title: Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR