STOCK TITAN
  1. Home
  2. Sec-filings
  3. FJET
  4. [8-K] Starfighters Space, Inc. Reports Material Event

Starfighters Space (NYSE: FJET) secures $17.5M equity deal to advance STARLAUNCH

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Starfighters Space, Inc. entered into a definitive securities purchase agreement with institutional investors for a private placement of 5,223,879 common shares at $3.35 per share, raising gross proceeds of approximately $17.5 million. The capital will support operational expansion, infrastructure development, and continued advancement of the STARLAUNCH platform, including launch readiness and mission execution capabilities.

The financing is expected to close on or about May 27, 2026, subject to customary conditions, with Cantor Fitzgerald & Co. acting as exclusive placement agent. Company officers and directors agreed to a 60-day lock-up, and the company granted investors registration rights, committing to register the resale of the shares and keep the registration effective for up to five years after closing.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Private placement size 5,223,879 shares Common stock issued in May 2026 private placement
Offering price $3.35 per share Private placement share price
Gross proceeds $17,499,994.65 Approximate total before fees from private placement
Lock-up duration 60 days Officer and director lock-up from agreement date
Company issuance restriction 60 days Limit on new equity issuances after closing, except exemptions
Registration filing deadline 30 days Time after closing to file resale registration statement
Registration effectiveness target 30–60 days Target after filing, depending on SEC review
Registration duration Up to 5 years Maximum period resale registration remains effective
Securities Purchase Agreement financial
"entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain institutional investors"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Private Placement financial
"issue and sell to the Purchasers in a private placement an aggregate of 5,223,879 shares"
A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.
Lock-Up Agreement financial
"each executed a lock-up agreement (the "Lock-Up Agreement") substantially in the form attached as Exhibit A"
A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.
Registration Rights Agreement financial
"entered into a Registration Rights Agreement, dated as of May 22, 2026"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Rule 506(b) of Regulation D regulatory
"in reliance on the exemption from the registration requirements of the Securities Act under Section 4(a)(2) ... and/or Rule 506(b) of Regulation D"
Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.
Rule 415 regulatory
"remain continuously effective pursuant to Rule 415 for resales by the Purchasers on a delayed or continuous basis"
Rule 415 is a U.S. Securities and Exchange Commission regulation that lets a company register securities ahead of time and then offer them for sale in pieces over an extended period under a “shelf” registration, so offerings can be launched quickly when market conditions suit the issuer. For investors, it signals that management has a ready way to raise capital fast—useful for seizing opportunities but potentially dilutive to existing shareholders, like a company pre-loading a credit line it can tap as needed.
Understanding 8-K Material Events →
false 2026-05-22 0001947016 Starfighters Space, Inc. 0001947016 2026-05-22 2026-05-22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2026

STARFIGHTERS SPACE, INC.
(Exact name of registrant as specified in its charter)

Delaware 001-43009 92-1012803
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

505 Odyssey Way, Suite 101
 Kennedy Space Center, Florida, United States 32953
 (Address of principal executive offices) (ZIP Code)

Registrant's telephone number, including area code: (321) 261-0900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Trading Symbols   Name of each exchange on which registered
Common Stock   FJET   NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On May 22, 2026, Starfighters Space, Inc., a Delaware corporation (the "Company"), entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain institutional investors (the "Purchasers"), pursuant to which the Company agreed to issue and sell to the Purchasers in a private placement an aggregate of 5,223,879 shares of common stock of the Company, par value $0.00001 per share (the "Common Stock" and such shares, the "Shares"), at a price of $3.35 per Share (the "Private Placement"). The aggregate gross proceeds to the Company from the Private Placement will be $17,499,994.65, before deducting placement agent fees and offering expenses. The Private Placement is expected to close on or about May 27, 2026, subject to the satisfaction of certain customary closing conditions (the "Closing Date").

Cantor Fitzgerald & Co. (“Cantor”) acted as exclusive placement agent for the Private Placement.

The Company intends to use the net proceeds from the Private Placement to support operational expansion, infrastructure development, and continued advancement of its STARLAUNCH platform, including initiatives tied to launch readiness, mission execution capabilities, and broader space launch operations.

Pursuant to the Securities Purchase Agreement, from the date of the Securities Purchase Agreement until the date that is 60 consecutive calendar days following the Closing Date, the Company has agreed that it will not, without the prior written consent of Purchasers holding at least a majority in interest of the Shares then held by Purchasers, (i) other than in connection with an Exempt Issuance (as defined in the Securities Purchase Agreement), issue, enter into any agreement to issue, or announce the issuance or proposed issuance of, any shares of Common Stock or Common Stock Equivalents (as defined in the Securities Purchase Agreement), or (ii) file any registration statement or any amendment or supplement thereto, other than in furtherance of an Exempt Issuance or as contemplated by the Registration Rights Agreement (as defined below).

The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company, and other obligations of the parties.

Lock-Up Agreement

In connection with the Private Placement, the officers and directors of the Company each executed a lock-up agreement (the "Lock-Up Agreement") substantially in the form attached as Exhibit A to the Securities Purchase Agreement, in favor of Cantor, pursuant to which each such person agreed, without the prior written consent of Cantor on behalf of the Purchasers, not to (i) directly or indirectly, offer for sale, sell, pledge or otherwise dispose of any shares of Common Stock (including shares of Common Stock that may be deemed to be beneficially owned or hereafter acquired), or securities convertible into or exercisable or exchangeable for Common Stock; (ii) enter into any swap or other derivatives transaction that transfers any of the economic benefits or risks of ownership of shares of Common Stock; or (iii) publicly disclose the intention to do any of the foregoing, for a period commencing on the date of the Securities Purchase Agreement and ending on the 60th day thereafter, subject to certain customary exceptions.

- 2 -

Registration Rights Agreement

In connection with the Private Placement, the Company entered into a Registration Rights Agreement, dated as of May 22, 2026 (the "Registration Rights Agreement"), with the Purchasers. Pursuant to the Registration Rights Agreement, the Company agreed to prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement covering the resale of all the Shares purchased by the Purchasers in the Private Placement no later than 30 calendar days after the Closing Date. The Company agreed to use commercially reasonable efforts to have the registration statement declared effective as soon as reasonably practicable after the filing thereof, and in any case not more than 30 days following the filing thereof, unless the SEC reviews the registration statement, in which case not more than 60 days following the filing thereof. The Company agreed to use commercially reasonable efforts to cause the registration statement to remain continuously effective pursuant to Rule 415 for resales by the Purchasers on a delayed or continuous basis at all times until the earlier of (i) such time as there are no longer Registrable Securities (as defined in the Registration Rights Agreement) held by the Purchasers or (ii) the fifth (5th) anniversary following the Closing Date. The Company agreed to pay all expenses associated with the registration statement. The Registration Rights Agreement also contains customary indemnification provisions for the benefit of the Purchasers and the Company.

The foregoing description of the Securities Purchase Agreement (including the form of Lock-Up Agreement attached as Exhibit A thereto) and the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the Securities Purchase Agreement and the Registration Rights Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

SECTION 3 - SECURITIES AND TRADING MARKETS

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Private Placement is hereby incorporated by reference into this Item 3.02.

Pursuant to the terms of the Securities Purchase Agreement, the Company will be issuing the Shares in reliance on the exemption from the registration requirements of the Securities Act under Section 4(a)(2) of the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "Securities Act"), and/or Rule 506(b) of Regulation D promulgated thereunder. Each Purchaser represented that it is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act or a "qualified institutional buyer" as defined in Rule 144A(a), acquiring the Shares only for its own account and not with a view to any distribution thereof in violation of the Securities Act.

SECTION 7 - REGULATION FD

Item 7.01 Regulation FD Disclosure.

On May 22, 2026, the Company issued a press release announcing the transactions described in this Current Report on Form 8-K. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

- 3 -

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit

Description

10.1

Form of Securities Purchase Agreement, dated May 22, 2026, by and between Starfighters Space, Inc. and the other parties thereto

10.2

Form of Registration Rights Agreement, dated May 22, 2026, by and between Starfighters Space, Inc. and the other parties thereto

99.1

Press Release dated May 22, 2026

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

- 4 -

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. 

  STARFIGHTERS SPACE, INC.
     
DATE:  May 22, 2026 By: /s/ David Whitney
    David Whitney
    Chief Financial Officer

- 5 -

Starfighters Space (NYSE American: FJET) Advances STARLAUNCH Program and Commercial Space Development Through Strategic $17.5 Million Investment

Capital Expected to Accelerate Launch Readiness, Infrastructure Expansion, Flight Operations, and Next-Generation Commercial Space Capabilities

KENNEDY SPACE CENTER, Fla. - May 22, 2026 - Starfighters Space, Inc. ("Starfighters Space" or the "Company") (NYSE American: FJET), the space company operating the world's only commercial fleet of flight-ready MACH 2+ supersonic aircraft, today announced a $17.5 million strategic equity investment led by global institutional investors.

The Company intends to use the capital to support operational expansion, infrastructure development, and continued advancement of its STARLAUNCH platform, including initiatives tied to launch readiness, mission execution capabilities, and broader space launch operations.

The financing represents a strategic milestone in the Company's transition as it prepares to mature from operational capability development toward scaled commercial execution across multiple space-access markets.

"This financing represents a strong endorsement of our platform and long-term strategy," said Tim Franta, Chief Executive Officer of Starfighters Space. "With the STARLAUNCH platform defining our path to space, this capital allows us to accelerate execution, expand operational capabilities, and position the Company to meet growing commercial demand for responsive space access."

Since completing its IPO in December 2025, the Company has differentiated itself in the emerging market for flexible, high-cadence space access. Recent completion of wind tunnel testing for STARLAUNCH I validated key system dynamics and reduced technical risk, enabling progression toward flight testing and near-term commercial mission activity.

Operating from NASA's Kennedy Space Center in Florida, Starfighters Space is advancing a distinct space platform through its reusable, supersonic aircraft-based launch architecture. With a disciplined development roadmap, the Company is building towards a scalable commercial platform for satellite deployment, microgravity missions, defense applications, and space testing.

Near-term milestones include continued STARLAUNCH I mission activity and procurement scaling, alongside STARLAUNCH II development with a targeted space demonstration flight timeline over the next 18 to 24 months, subject to regulatory approvals and program execution.


The definitive securities purchase agreement with the institutional investors provides for the issuance and sale of the Company's securities in exchange for an approximately $17.5 million equity investment. The transaction is expected to close on or about May 27, 2026, subject to customary closing conditions.

Cantor is serving as exclusive placement agent. DLA Piper LLP (US) is serving as legal advisor to Cantor. McMillan LLP is serving as legal advisor to Starfighters Space.

The securities to be sold in the private placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission ("SEC") registering the resale of the shares of common stock issued in the private placement.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities described herein, 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 registration or qualification under the securities laws of any such state or jurisdiction.

About Starfighters Space, Inc.

Starfighters Space, Inc. is a space company focused on high-speed flight operations, hypersonic testing, space research, pilot training, and future air-launch space capabilities. Operating from NASA's Kennedy Space Center in Florida, the Company maintains the world's only commercial fleet of flight-ready F-104 supersonic aircraft capable of sustained MACH 2+ operations.

Starfighters Space is advancing STARLAUNCH, its responsive airborne launch platform designed to support commercial, government, research, and national security-related missions. The Company's operational capabilities include payload deployment, airborne aerospace testing, microgravity and high-speed flight environments, and reusable airborne launch infrastructure designed to support the evolving commercial space economy.

For more information, visit Starfighters Space.

Contacts

Investor Relations
investors@starfightersspace.com

Media Relations
StarfightersSpace@icrinc.com

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of applicable United States securities laws. Forward-looking statements generally relate to future events or the Company's future financial or operational performance and may include statements regarding the expected closing of the private placement financing, anticipated use of proceeds, advancement of the STARLAUNCH platform, infrastructure expansion, mission readiness activities, commercial space development, hypersonic testing capabilities, future launch operations, operational scaling, and broader aerospace market opportunities.

These forward-looking statements are based on current expectations, estimates, forecasts, and assumptions that involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Factors that may cause actual results to differ materially include, but are not limited to, risks associated with the completion of the financing transaction, regulatory approvals, launch licensing requirements, operational execution, development timelines, competitive market conditions, customer adoption, capital requirements, aerospace and defense industry conditions, government contracting risks, macroeconomic conditions, and other risks detailed from time to time in the Company's filings with the SEC.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Source: View Original Filing on SEC EDGAR

FAQ

What equity financing did Starfighters Space (FJET) announce on May 22, 2026?

Starfighters Space announced a private placement of 5,223,879 common shares at $3.35 per share, raising about $17.5 million in gross proceeds. The financing is led by institutional investors and is expected to close around May 27, 2026, subject to customary conditions.

How will Starfighters Space (FJET) use the $17.5 million in new capital?

The company plans to use the proceeds to support operational expansion, infrastructure development, and continued advancement of its STARLAUNCH platform. Funds are aimed at launch readiness, mission execution capabilities, and broader space launch operations across commercial, research, government, and defense-related missions.

What lock-up and issuance restrictions apply after Starfighters Space’s private placement?

For 60 days from the agreement date, officers and directors agreed not to sell or hedge their Starfighters Space shares, subject to exceptions. The company also agreed for 60 days after closing not to issue most new equity or file registration statements, except for defined exempt issuances and the agreed resale registration.

What registration rights did Starfighters Space (FJET) grant to the private placement investors?

Starfighters Space agreed to file a resale registration statement with the SEC within 30 days after closing, covering all purchased shares. It will use commercially reasonable efforts to make it effective within 30–60 days after filing and keep it effective for up to five years or until all registrable securities are sold.

Who acted as placement agent for Starfighters Space’s May 2026 private placement?

Cantor Fitzgerald & Co. served as exclusive placement agent for the approximately $17.5 million private placement. DLA Piper LLP (US) acted as legal advisor to Cantor, while McMillan LLP served as legal advisor to Starfighters Space in connection with the transaction.

Under what securities law exemptions is Starfighters Space issuing the new shares?

Starfighters Space will issue the shares under exemptions from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D. Investors represented they are accredited investors or qualified institutional buyers acquiring shares for their own account.

Filing Exhibits & Attachments

8 documents

Press Releases

Agreements & Contracts

Other Documents