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2026-11-02
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
(Amendment
No. 1)
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 2, 2026
SIDUS
SPACE, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41154 |
|
46-0628183 |
| (State
or other jurisdiction of incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 400
Imperial Blvd., Suite 201 |
|
|
| Cape
Canaveral, FL |
|
32920 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (321) 613-5620
Not
Applicable
(Former
name or former address, if changed since last report.)
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 (see General Instructions A.2. below):
| ☐ |
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
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock, $0.0001 par value per share |
|
SIDU |
|
Nasdaq
Capital Market |
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.
Explanatory
Note
Sidus
Space, Inc. (the “Company”) is filing this Amendment No. 1 on Form 8-K/A (this “Amendment”) to amend its Current
Report on Form 8-K originally filed with the Securities and Exchange Commission (the “SEC”) on November 6, 2026 (the “Original
Report”). This Amendment (i) expands the Affected Financial Statements (as defined below) to include the unaudited condensed consolidated
financial statements included in the Company’s Quarterly Reports on Form 10-Q for the quarters ended September 30, 2024, March
31, 2025, June 30, 2025 and September 30, 2025, and (ii) clarifies that the Company intends to restate the Affected Financial Statements
in a comprehensive amendment to its Annual Report on Form 10-K for the year ended December 31, 2025 and in its Quarterly Report on Form
10-Q for the quarter ended September 30, 2026, rather than by amending each of the periodic reports in which they were included, as described
under “Restatement Process” in Item 4.02 below, and makes conforming changes. Except as described above, this Amendment does
not amend, modify or update any other disclosure contained in the Original Report, and it does not reflect events occurring after the
filing of the Original Report. For convenience, the Original Report is restated in its entirety, as amended hereby.
Item
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
(a)
Non-Reliance Determination
On
November 2, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors of Sidus Space, Inc. (the “Company”),
together with management concluded that, for the reasons described below, (i) the unaudited condensed consolidated financial statements
as of and for the three and nine months ended September 30, 2024, included in the Company’s Quarterly Report on Form 10-Q, filed
on November 14, 2024; (ii) the audited consolidated financial statements as of and for the year ended December 31, 2024, included in
the Company’s Annual Report on Form 10-K, filed on March 31, 2025; (iii) the unaudited condensed consolidated financial statements
as of and for the three months ended March 31, 2025, included in the Company’s Quarterly Report on Form 10-Q, filed on May 15,
2025; (iv) the unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2025, included
in the Company’s Quarterly Report on Form 10-Q, filed on August 14, 2025; (v) the unaudited condensed consolidated financial statements
as of and for the three and nine months ended September 30, 2025, included in the Company’s Quarterly Report on Form 10-Q, filed
on November 14, 2025; (vi) the audited consolidated financial statements as of and for the year ended December 31, 2025, included in
the Company’s Annual Report on Form 10-K, filed on April 1, 2026; (vii) the unaudited condensed consolidated financial statements
as of and for the three months ended March 31, 2026, included in the Company’s Quarterly Report on Form 10-Q, filed on May 15,
2026; and (viii) the unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2026,
included in the Company’s Quarterly Report on Form 10-Q, filed on August 13, 2026 (collectively, the “Affected Financial
Statements”), should no longer be relied upon.
Similarly,
any related previously issued earnings releases, press releases, investor presentations and other communications describing the Company’s
financial results or related financial information for the affected periods should no longer be relied upon to the extent they reflect
or are based upon the Affected Financial Statements.
Background
and Nature of Errors
Subsequent
to the issuance of the Affected Financial Statements and following a review of the transactions, the Company determined that the following
errors and other immaterial items should be corrected within the Affected Financial Statements.
Warrant
Classification. 3,409,946 common stock warrants issued on December 17, 2024 to investors under a private placement securities purchase
agreement should have been classified as liabilities, rather than equity, and measured at fair value at each reporting date under ASC
815-40. The warrant agreements provide the holders with certain cash redemption rights at a Black Scholes Value (as defined within the
warrant agreements) in the event of a Fundamental Transaction (as defined within the warrant agreements) that is within the control of
the Company. The definition of the Black Scholes Value precludes equity classification under the indexation guidance as it includes a
provision for the use of the greater of a fixed volatility input or the Company’s 100 day historical volatility upon a Fundamental
Transaction. As a result, the Company did not record a warrant liability, which would have been approximately $4.7 million as of the
issuance date, or recognize changes in fair value in earnings in each period thereafter.
Satellite
(LS-2) Capitalization and Impairment. The Company capitalized the cost of its LizzieSat 2 satellite (“LS-2”), which
launched in December 2024, and began depreciating it in the three months ended December 31, 2024. Subsequently, the Company
determined that, despite indications that the satellite was functioning after launch, communications with the satellite could not be
established and thus, the satellite was deemed not ready for its intended use. As a result, depreciation expense of approximately
$0.3 million per quarter that was recorded in cost of revenue should not have been recorded for LS-2. During the period subsequent
to launch, the Company pursued various methods for establishing full communications with, and commissioning LS-2. Based upon
subsequent analysis of the historical fact pattern by management, the Company should have recognized an impairment charge of
approximately $4.0 million during the three months ended March 31, 2026, equal to the full carrying amount of LS-2, as the
probability of commissioning the satellite became remote during the three months ended March 31, 2026.
VPX
Product Development Costs. The Company also capitalized, within construction in progress, costs to design and develop preproduction
prototypes of its VPX product, beginning in the three months ended June 30, 2025. Total capitalized hardware costs that should have been
expensed during the year ended December 31, 2025, and during the three months ended March 31, 2026, and June 30, 2026, were approximately
$1.7 million, $0.7 million, and $0.3 million, respectively. Based upon management’s subsequent review, the Company determined that
these costs should have been expensed as research and development as incurred under ASC 730 as the preproduction prototypes did not have
an alternative future use.
Customer
Contract Revenue Recognition. The Company recognized revenue under a contract with a customer based on a milestone billing schedule
of $0.75 million in the year ended December 31, 2023, $0.5 million in the three months ended September 30, 2024 and $0.4 million in the
three months ended June 30, 2026. Based upon management’s subsequent re-evaluation of the revenue recognition treatment, these
amounts should have been recorded as contract liabilities until the Company’s mission operations services commenced because the
Company’s activities prior to the related commissioning of LS-4 did not transfer a good or service to the customer under ASC 606.
The Company expects to correct these amounts by recording the balance of $1.65 million as of June 30, 2026 as a contract liability, and
does not expect to recognize these amounts as revenue until the related satellite is commissioned and the Company’s performance
under the contract begins. The Company expects to correct the initial $0.75 million of revenue recognized during the year ended December
31, 2023 as an opening adjustment to accumulated deficit on January 1, 2024.
The
identification and evaluation of these errors is preliminary, unaudited and may be subject to change (including the potential identification
of additional errors) as the Company completes its procedures and restates the Affected Financial Statements.
Summary
of Impacts
The
Company is continuing to determine the adjustments necessary to correct the Affected Financial Statements, including any related effects
on income statement items, cash flows and disclosures. Although the precise effects of the accounting corrections on the financial statements
for each affected period have not yet been finalized, the restatements are expected to increase net loss by approximately $12.5 million
for the year ended December 31, 2024, primarily due to the remeasurement of liability classified warrants, decrease net loss by approximately
$5.5 million for the year ended December 31, 2025, and increase net loss by approximately $2.6 million, $1.5 million, and $4.1 million
for the three months ended March 31, 2026, the three months ended June 30, 2026, and the six months ended June 30, 2026, respectively.
The Company is continuing to quantify the expected effects of the restatement on the unaudited condensed consolidated financial statements
for the three and nine months ended September 30, 2024, the three months ended March 31, 2025, the three and six months ended June 30,
2025, and the three and nine months ended September 30, 2025.
In
addition, as of December 31, 2024, December 31, 2025, March 31, 2026, and June 30, 2026, respectively, and as compared to the amounts
originally reported, the Company currently expects the restatements to (i) decrease total assets by approximately $0.2 million, $1.0
million, $5.5 million, and $5.6 million, (ii) increase total liabilities by approximately $17.9 million, $8.0 million, $6.1 million,
and $7.5 million, increase mezzanine equity by approximately $1.9 million in all periods and (iii) decrease total stockholders’
equity by approximately $20.0 million, $10.9 million, $13.5 million, and $15.0 million.
The
Company does not expect the restatements to affect net cash provided by financing activities in any period, but expects them to result
in reclassifications between net cash used in operating activities and net cash used in investing activities, including the reclassification
of a certificate of deposit from cash and cash equivalents to short-term investments beginning with the year ended December 31, 2025.
The
amounts above are preliminary, unaudited and subject to change as the Company completes its analysis, including its analysis of the warrants
and its quantification of the temporary equity classification of the warrants issued to the placement agent, which is not yet reflected
above.
Restatement
Process
The
Company intends to restate the Affected Financial Statements through the following filings with the SEC: (i) a comprehensive amendment
to its Annual Report on Form 10-K for the year ended December 31, 2025 on Form 10-K/A (the “Comprehensive Form 10-K/A”),
which will include restated audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024 and, in
a note thereto, restated unaudited condensed consolidated financial information as of and for the quarterly periods ended September 30,
2024, March 31, 2025, June 30, 2025 and September 30, 2025; and (ii) its Quarterly Report on Form 10-Q for the quarter ended September
30, 2026 (the “Q3 2026 Form 10-Q”), which will include, in a note to the unaudited condensed consolidated financial statements,
restated unaudited condensed consolidated financial information as of and for the quarterly periods ended March 31, 2026 and June 30,
2026, as soon as reasonably practicable. The Company does not intend to file amendments to its Annual Report on Form 10-K for the year
ended December 31, 2024 or to any of its Quarterly Reports on Form 10-Q that included Affected Financial Statements. Investors should
instead rely on the Comprehensive Form 10-K/A and the Q3 2026 Form 10-Q, when filed, for restated financial information for those periods.
The Company has not yet determined the timing of those filings. Investors, analysts and other persons should not rely on the Affected
Financial Statements or related financial information described above until restated financial information is made available. The Company’s
review of the financial statements and evaluation of its internal control over financial reporting is ongoing and the Company may identify
additional errors, which may lead to delays.
Management,
under the oversight of the Audit Committee, is continuing to evaluate whether the accounting errors described above indicate any deficiencies
in the Company’s internal control over financial reporting, and expects to conclude that one or more material weaknesses existed
and that such controls were not effective as of the dates of the Impacted Financial Statements. Accordingly, Management’s Reports
on Internal Control Over Financial Reporting as of December 31, 2024 and 2025 should no longer be relied upon. The Company intends to
provide any additional disclosures regarding these matters as required in its applicable filings with the SEC.
Communications
with Independent Registered Public Accounting Firms
The
Audit Committee and management have discussed the matters disclosed in this Item 4.02 with Fruci & Associates II, PLLC, the Company’s
current independent registered public accounting firm.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K/A contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are made in reliance on the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “believes,” “could,”
“continue,” “expects,” “intends,” “may,” “plans,” “potential,”
“should,” “will” and similar expressions are intended to identify forward-looking statements. Forward-looking
statements in this Current Report on Form 8-K/A include statements regarding the nature and anticipated accounting treatment of the accounting
errors described herein, the scope and impact of the restatement of the Affected Financial Statements, the Company’s plans to restate
the Affected Financial Statements in the Comprehensive Form 10-K/A and the Q3 2026 Form 10-Q, the timing and outcome of its accounting
review, management’s going concern assessment, and management’s ongoing evaluation of the Company’s internal control
over financial reporting and disclosure controls and procedures. These statements are based on current expectations and assumptions and
are subject to risks and uncertainties that could cause actual results to differ materially, including the possibility of additional
adjustments or changes to the Company’s conclusions as its review progresses; the possibility that management may identify deficiencies,
including material weaknesses, in internal control over financial reporting or determine that previously disclosed conclusions regarding
the effectiveness of its controls require revision; delays in filing restated financial statements and periodic reports, including the
Company’s Comprehensive Form 10-K/A and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026; the Company’s
ability to maintain compliance with Nasdaq continued listing requirements; and litigation, regulatory inquiries or investigations relating
to the restatement. The Company disclaims any intention or obligation to update or revise any forward-looking statements to reflect events
or circumstances that subsequently occur, or of which the Company hereafter becomes aware, except as required by law. Persons reading
this Current Report on Form 8-K/A and the other documents the Company files with the SEC are cautioned not to place undue reliance on
such forward-looking statements.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Dated:
November 12, 2026 |
SIDUS
SPACE, INC. |
| |
|
|
| |
By: |
/s/
Carol Craig |
| |
Name: |
Carol
Craig |
| |
Title: |
Chief
Executive Officer |
