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  4. [8-K] York Space Systems Inc. Reports Material Event

York Space Systems (NYSE: YSS) plans Solestial acquisition using stock and cash

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

Rhea-AI Filing Summary

York Space Systems Inc. plans to acquire all equity interests of Solestial, Inc. under an Agreement and Plan of Reorganization. As consideration, York expects to issue up to approximately 2.35 million shares of its common stock at closing, with the remaining purchase price paid in cash.

The stock consideration will be issued as restricted shares under private-placement exemptions from registration, including Section 4(a)(2) of the Securities Act or Regulation D. York expects to close the transaction in the second quarter of 2026, subject to customary conditions and required approvals, and highlights multiple risks and uncertainties that could delay or prevent completion.

Positive

  • None.

Negative

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Insights

York is pursuing a stock-and-cash acquisition of Solestial with unregistered shares.

York Space Systems has signed a Merger Agreement to acquire Solestial, Inc., paying partly in equity and partly in cash. The company expects to issue up to approximately 2.35 million common shares, with the balance of the purchase price funded in cash at closing.

The equity will be issued as restricted securities using private-offering exemptions such as Section 4(a)(2) and Regulation D, which avoids a public registration process but limits transferability. The deal is expected to close in the second quarter of 2026, subject to regulatory approvals and standard closing conditions.

The company lists numerous forward-looking risks, including potential delays, failure to obtain approvals, and possible disruption to business and stock price. Actual impact on York’s financial profile and shareholders will depend on final terms, integration, and whether the transaction ultimately closes.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Stock consideration up to approximately 2.35 million shares York common stock issued as part of Solestial acquisition consideration
Expected closing period second quarter of 2026 Targeted closing timeframe for Solestial acquisition
Securities Act exemptions Section 4(a)(2) and Regulation D Planned exemptions for unregistered issuance of York common shares
Merger Agreement date May 15, 2026 Date York entered into Agreement and Plan of Reorganization
Agreement and Plan of Reorganization financial
"entered into an Agreement and Plan of Reorganization (the “Merger Agreement”)"
An agreement and plan of reorganization is a formal roadmap negotiated between a financially distressed company and its creditors that explains how debts, assets and ownership will be restructured so the business can continue operating. For investors it’s the document that determines who gets paid, what claims are reduced or converted into new shares, and how much existing equity may be wiped out or diluted — like a household rearranging bills and mortgages to stay solvent while deciding who gets repaid and how.
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities."
Section 4(a)(2) regulatory
"including those under Section 4(a)(2) thereof or Regulation D promulgated thereunder."
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
Regulation D regulatory
"including those under Section 4(a)(2) thereof or Regulation D promulgated thereunder."
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
forward-looking statements regulatory
"contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
0002086587false00020865872026-05-192026-05-19


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 15, 2026
YORK SPACE SYSTEMS INC.
(Exact name of registrant as specified in its charter)
Delaware001-4308839-4190941
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer Identification No.)
6060 S Willow Drive 80111
Greenwood Village, CO
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (720) 537-2655
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:

☐ 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
Common Stock, par value $0.0001 per share
YSS
  New York Stock Exchange

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.
☐











Item 3.02 Unregistered Sales of Equity Securities.

On May 15, 2026, York Space Systems Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) whereby the Company will acquire all of the issued and outstanding equity interests of Solestial, Inc. Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, the Company expects to issue up to approximately 2.35 million in shares of the Company’s common stock, par value $0.0001 per share (the “Company Shares”) at closing as consideration, with the remainder of the purchase price to be paid in cash. The Company Shares are subject to restrictions on transfer under the Merger Agreement. The Company expects to close the transaction in the second quarter of 2026.

The Company Shares issuable pursuant to the Merger Agreement are intended to be issued pursuant to one or more exemptions from registration under the Securities Act of 1933, including those under Section 4(a)(2) thereof or Regulation D promulgated thereunder.

Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, which include all statements that do not relate solely to historical or current facts, such as statements regarding the Company’s expectations, intentions or strategies regarding the future, including strategies or plans as they relate to the proposed transaction and its consummation and timing thereof. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “aim,” “potential,” “continue,” “ongoing,” “goal,” “can,” “seek,” “target” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, the Company. Because such statements are based on expectations and are not statements of fact, actual results may differ materially from those projected and are subject to a number of known and unknown risks and uncertainties, including: (i) uncertainties as to the timing of the proposed transaction; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of the Company Shares; (iii) the failure to satisfy any of the conditions to the consummation of the proposed transaction, including the receipt of certain regulatory approvals; (iv) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement; (v) the effect of the announcement or pendency of the proposed transaction on the Company’s stock price, business relationships, operating results and business generally; (vi) risks that the proposed transaction may disrupt the Company’s current business plans and operations; and (vii) other risks described in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as may be updated or supplemented by any subsequent Quarterly Reports on Form 10-Q or other filings with the SEC. All such factors are difficult to predict and are beyond the Company’s control. While the list of risks and uncertainties presented here is considered representative, no such list or discussion should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, and legal liability to third parties and similar risks, any of which could have a material adverse effect on the completion of the proposed transaction and/or the Company’s consolidated financial condition or results of operations. In light of the significant uncertainties in these forward-looking statements, the Company cannot assure you that the forward-looking statements in this Current Report on Form 8-K will prove to be accurate, and you should not regard these statements as a representation or warranty by the Company, its directors, officers or employees or any other person that the Company will achieve its objectives and plans in any specified time frame, or at all. The forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements.



No Offer or Solicitation

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.










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.


YORK SPACE SYSTEMS INC.

Date: May 19, 2026
By: /s/ Monica Palko
Name: Monica Palko
Title: Chief Legal & Administrative Officer

Source: View Original Filing on SEC EDGAR

FAQ

What acquisition did York Space Systems (YSS) announce in this 8-K?

York Space Systems agreed to acquire all equity interests of Solestial, Inc. The transaction is structured under an Agreement and Plan of Reorganization, with consideration paid in a mix of York common stock and cash, subject to closing conditions and required approvals.

How much stock will York Space Systems issue for the Solestial acquisition?

York expects to issue up to approximately 2.35 million common shares. These shares form part of the purchase price for Solestial, with the remainder paid in cash at closing, and will be issued as restricted securities under private-offering exemptions.

When does York Space Systems expect to close the Solestial transaction?

York expects to close the Solestial acquisition in the second quarter of 2026. The closing remains subject to conditions in the Merger Agreement, including receipt of certain regulatory approvals and the absence of events that could trigger termination.

Under what securities law exemptions will York issue shares for this deal?

The shares are intended to be issued under exemptions from Securities Act registration. York cites Section 4(a)(2) of the Securities Act of 1933 and Regulation D as the primary private-offering frameworks for issuing restricted common stock as consideration.

What key risks does York Space Systems highlight about the Solestial acquisition?

York notes risks around timing, completion, and potential disruption. These include failure to satisfy closing conditions, not obtaining regulatory approvals, possible termination of the Merger Agreement, and effects of the announcement or pendency on stock price, operations, and relationships.

Does this communication constitute an offer to sell York Space Systems securities?

No, the communication expressly states it is not an offer or solicitation. York clarifies it does not constitute an offer to sell, subscribe for, or buy securities, nor a solicitation of any vote, and no sale or transfer will occur in violation of applicable law.

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