Intuitive Machines Sells Equity, Warrants in Unregistered Offering

Ticker: LUNR · Form: 8-K · Filed: Jan 30, 2024 · CIK: 1844452

Complexity: simple

Sentiment: mixed

Topics: equity-offering, warrants, capital-raise, dilution

TL;DR

**Intuitive Machines just sold new stock and warrants, likely raising cash but possibly diluting current shareholders.**

AI Summary

Intuitive Machines, Inc. (LUNR) entered into a material definitive agreement on January 28, 2024, for the unregistered sale of equity securities. This involved the issuance of Class A Common Stock, par value $0.0001 per share, and warrants to purchase one share of Class A Common Stock at an exercise price of $11.50 per share. This matters to investors because it indicates the company is raising capital, which could dilute existing shareholders if new shares are issued at a discount or if the warrants are exercised, potentially impacting the stock's value.

Why It Matters

This filing signals that Intuitive Machines is raising capital, which can be good for funding operations but may dilute existing shareholders if new shares are issued, potentially affecting the stock price.

Risk Assessment

Risk Level: medium — The unregistered sale of equity and warrants introduces potential dilution for existing shareholders, which is a medium risk.

Analyst Insight

Investors should monitor the details of this unregistered offering, specifically the number of shares and warrants issued, to assess potential dilution and its impact on the stock price. Understanding the use of proceeds would also be crucial.

Key Numbers

Key Players & Entities

FAQ

What type of securities did Intuitive Machines, Inc. sell in this unregistered offering?

Intuitive Machines, Inc. sold Class A Common Stock, par value $0.0001 per share, and warrants to purchase one share of Class A Common Stock, each at an exercise price of $11.50 per share, as reported on January 28, 2024.

What is the par value of the Class A Common Stock mentioned in the filing?

The par value of the Class A Common Stock is $0.0001 per share, as stated in the filing.

What is the exercise price for the warrants issued by Intuitive Machines, Inc.?

The exercise price for the warrants to purchase one share of Class A Common Stock is $11.50 per share.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on January 28, 2024.

Under which SEC Act is this Form 8-K filed?

This Form 8-K is filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Filing Stats: 1,794 words · 7 min read · ~6 pages · Grade level 12.6 · Accepted 2024-01-30 17:10:51

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Loan Conversion As previously disclosed, on January 10, 2024, Intuitive Machines, LLC ("Intuitive Machines OpCo"), a subsidiary of Intuitive Machines, Inc. (the "Company"), entered into a series of loan documents with Pershing LLC, an affiliate of Bank of New York Mellon (the "Lender"), pursuant to which the Lender agreed to an extension of credit in an amount not to exceed $10.0 million (the "Credit Line") to Intuitive Machines OpCo (the "Loan Documentation"). The Loan Documentation included one or more guarantees (the "Credit Support Guarantees") by Ghaffarian Enterprises, LLC (an affiliate of Dr. Kamal Ghaffarian) (the "Guarantor") and documentation by which the Guarantor supported such Credit Support Guarantees with collateral including marketable securities, in each case in favor of the Lender for the benefit of Intuitive Machines OpCo. On January 28, 2024, the Company, Intuitive Machines OpCo and the Guarantor entered into a letter agreement (the "Letter Agreement") pursuant to which, on January 29, 2024: (i) the Guarantor contributed $10.0 million to the Company and Intuitive Machines OpCo for purposes of repaying the principal amount owed by Intuitive Machines OpCo to the Lender under the Credit Line as of the repayment date specified thereunder (the "Repayment Obligation"), in exchange for which (x) the Company issued to the Guarantor 3,487,278 shares of the Company's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), constituting the Conversion Shares (as defined herein) and the Conversion Warrants (as defined herein) and (y) Intuitive Machines OpCo issued to the Guarantor the OpCo Conversion Warrants (as defined herein). Following the Contribution, the Company contributed $10.0 million to Intuitive Machines OpCo for purposes of repaying the Repayment Obligations, in exchange for which Intuitive Machines OpCo issued to the Company the Conversion Units (as defined herein)

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Series A Common Unit Purchase Warrant. 4.2 Form of Series B Common Unit Purchase Warrant. 4.3 Form of Series A Common Stock Purchase Warrant. 4.4 Form of Series B Common Stock Purchase Warrant. 4.5 Form of Series A Common Unit Purchase Warrant. 4.6 Form of Series B Common Unit Purchase Warrant. 10.1 Letter Agreement, dated as of January 28, 2024, by and among Intuitive Machines, Inc., Intuitive Machines, LLC and Ghaffarian Enterprises, LLC. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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. Date: January 30, 2024 INTUITIVE MACHINES, INC. By: /s/ Stephen J. Altemus Name: Stephen J. Altemus Title: President and Chief Executive Officer

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