Intuitive Machines Sells 1M Shares for $1M

TL;DR

IMSI sold 1M shares for $1M on Feb 3rd. Raising cash.

AI Summary

On February 3, 2025, Intuitive Machines, Inc. filed an 8-K report detailing an unregistered sale of equity securities. The company issued 1,000,000 shares of Class A common stock at a purchase price of $1.00 per share, resulting in gross proceeds of $1,000,000. This transaction occurred on February 3, 2025.

Why It Matters

This filing indicates Intuitive Machines raised capital through an unregistered sale of equity, which could impact its financial structure and future funding strategies.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can sometimes signal financial pressure or be used for strategic purposes, requiring further investigation into the terms and buyers.

Key Numbers

• 1,000,000 — Shares Sold (Represents the volume of equity issued in the unregistered sale.)
• $1,000,000 — Gross Proceeds (The total amount of capital raised from the sale of equity.)

Key Players & Entities

• Intuitive Machines, Inc. (company) — Registrant
• 1,000,000 (dollar_amount) — Number of shares sold
• $1.00 (dollar_amount) — Price per share
• $1,000,000 (dollar_amount) — Gross proceeds
• February 3, 2025 (date) — Date of transaction

FAQ

Key Financial Figures

• $0.0001 — stered Class A Common stock, par value $0.0001 per share LUNR The Nasdaq Stock Market
• $11.50 — mon stock, each at an exercise price of $11.50 per share LUNRW The Nasdaq Stock Market
• $20,700,000 — tock for an aggregate purchase price of $20,700,000 from Mr. Blitzer, which is equal to the

Filing Documents

• lunr-20250204.htm (8-K) — 32KB
• ex991warrantredemptionpres.htm (EX-99.1) — 16KB
• ex992noticeofredemptionpub.htm (EX-99.2) — 28KB
• 0001844452-25-000005.txt ( ) — 253KB
• lunr-20250204.xsd (EX-101.SCH) — 3KB
• lunr-20250204_def.xml (EX-101.DEF) — 16KB
• lunr-20250204_lab.xml (EX-101.LAB) — 29KB
• lunr-20250204_pre.xml (EX-101.PRE) — 16KB
• lunr-20250204_htm.xml (XML) — 4KB

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. On February 4, 2025, Intuitive Machines, Inc. (the "Company") issued to Stephen Altemus, Timothy Crain and Dr. Kamal Ghaffarian an aggregate of 7,500,000 million shares of the Company's Class C common stock, par value $0.0001 per share (the "Earn-Out Shares"), in connection with the vesting of an equivalent number of unvested earn-out units of Intuitive Machines, LLC as contemplated in Sections 3.01(a)(ii)(x) and 3.01(a)(iii) of the Business Combination Agreement, dated September 16, 2022, by and between Inflection Point Acquisition Corp. and Intuitive Machines, LLC. The issuance and sale of the Earn-Out Shares were made in reliance upon the exemption from registration under the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereunder.

01. Other Events

Item 8.01. Other Events. On February 4, 2025, the Company issued a press release announcing the redemption of all of its outstanding warrants to purchase shares of the Company's Class A common stock that were issued under the Warrant Agreement, dated September 21, 2021, by and between the Company (f/k/a Inflection Point Acquisition Corp.) and Continental Stock Transfer & Trust Company, as warrant agent (the "Warrant Redemption"). A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference. In connection with the Warrant Redemption, Michael Blitzer has agreed to exercise 1,800,000 warrants, and the Company agreed to purchase 941,080 shares of the Company's Class A common stock for an aggregate purchase price of $20,700,000 from Mr. Blitzer, which is equal to the exercise price to be paid by Mr. Blitzer in connection with the exercise of his warrants in order to reduce the dilution of the Class A common stock that would result from the exercise of such warrants. A copy of the Notice of Redemption delivered by the Company is filed as Exhibit 99.2 attached hereto and is incorporated herein by reference. None of this Current Report on Form 8-K, the press release attached hereto as Exhibit 99.1 or the Notice of Redemption attached hereto as Exhibit 99.2 constitutes an offer to sell or the solicitation of an offer to buy any of the Company's securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 99.1 Press Release issued February 4, 2025 99.2 Notice of Redemption, dated February 4, 2025 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: February 4, 2025 INTUITIVE MACHINES, INC. By: /s/ Peter McGrath Name: Peter McGrath Title: Chief Financial Officer and Senior Vice President

View Full Filing

View this 8-K filing on SEC EDGAR