Intuitive Machines, Inc. (Nasdaq: LUNR, LUNRW) (“Intuitive
Machines” or the “Company”), a leading space exploration,
infrastructure, and services company, announced today the pricing
of an upsized offering of 9,523,810 shares of its Class A common
stock (“Class A Common Stock”) at a price to the public of $10.50
per share (the “Public Offering Price”) (the “Offering”). As part
of the Offering, the Company and a selling stockholder granted the
underwriters a 30-day option to purchase up to an additional
1,275,714 and 152,857 shares of Class A Common Stock from the
Company and such selling stockholder, respectively. The Offering is
expected to close on December 5, 2024, subject to customary closing
conditions.
Additionally, the Company will issue 952,381
shares of Class A Common Stock to Boryung Corporation (together
with its affiliates, “Boryung”), an accredited investor, at the
Public Offering Price pursuant to an agreement entered into with
Boryung on December 2, 2024 in a concurrent private placement (the
“Private Placement”). The offer and sale of the Company’s Class A
Common Stock pursuant to the Private Placement will be made in
reliance upon the exemption from registration under the Securities
Act of 1933, as amended, (the “Securities Act”) provided by Section
4(a)(2) thereunder. The Private Placement is contingent upon the
consummation of the Offering and the satisfaction of certain other
customary closing conditions. The consummation of the Offering is
not contingent on the consummation of the Private Placement.
The net proceeds to the Company from the
Offering and the Private Placement are expected to be approximately
$104.25 million, after deducting underwriting discounts and
commissions, but before estimated offering expenses payable by the
Company, excluding any exercise of the underwriters’ opinion to
purchase additional shares. The Company intends to use the net
proceeds it receives from the Offering and the Private Placement,
together with its existing cash, cash equivalents and short-term
investment balance, to acquire an equivalent number of newly-issued
common units of Intuitive Machines, LLC (“Intuitive Machines OpCo”)
from Intuitive Machines OpCo, which Intuitive Machines OpCo will in
turn use for general corporate purposes, including operations,
research and development and potential mergers and acquisitions. In
the event the underwriters exercise their option to purchase
additional shares, the Company will not receive any of the proceeds
from the sale of any shares of Class A Common Stock being sold by
the selling stockholder. Intuitive Machines will bear the costs
associated with the sale of such shares, other than the
underwriting discounts payable by the selling stockholder.
BofA Securities, Cantor, Barclays and Stifel are
acting as the lead joint book-running managers for the Offering.
Roth Capital Partners and B. Riley Securities are acting as
book-running managers for the Offering. The Benchmark Company is
acting as a co-manager for the Offering.
The offer and sale of the securities pursuant to
the Offering are being made pursuant to an effective shelf
registration statement that was filed with the Securities and
Exchange Commission (the “SEC”) and became effective on April 3,
2024. The Offering will be made only by means of a prospectus
supplement and accompanying prospectus forming part of the
effective registration statement relating to these securities. A
copy of the preliminary prospectus supplement and the accompanying
prospectus relating to these securities has been filed with the SEC
and may be obtained from the website of the SEC at www.sec.gov.
Copies of the final prospectus supplement and accompanying
prospectus may be obtained, when available, from the website of the
SEC at www.sec.gov or, alternatively, from BofA Securities,
NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001,
Attention: Prospectus Department, or by email at
dg.prospectus_requests@bofa.com; Cantor, 110 East 59th St.,
6th Floor, New York, NY 10022, Attention: Capital Markets, or
by email at prospectus@cantor.com; Barclays, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717,
by telephone at (888) 603-5847 or by email at
barclaysprospectus@broadridge.com; or Stifel, One Montgomery
Street, Suite 3700, San Francisco, California 94104,
Attention: Syndicate, by telephone at (415) 364-2720 or by email
at syndprospectus@stifel.com.
The securities being offered and sold in the
Private Placement have not been registered under the Securities Act
or any state’s securities laws. Accordingly, the securities may not
be offered or sold in the United States, except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Securities Act. The prospectus
supplement and the accompanying prospectus related to the Offering
are not an offer to sell or a solicitation of an offer to buy any
securities in connection with the Private Placement.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, 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 Intuitive Machines
Intuitive Machines is a diversified space
exploration, infrastructure, and services company focused on
fundamentally disrupting lunar access economics. In 2024, Intuitive
Machines successfully landed the Company’s Nova-C class lunar
lander, Odysseus, on the Moon, returning the United States to the
lunar surface for the first time since 1972. The Company’s products
and services are offered through its four in-space business units:
Lunar Access Services, Orbital Services, Lunar Data Services, and
Space Products and Infrastructure. For more information, please
visit intuitivemachines.com.
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, as amended. These statements that do not relate
to matters of historical fact should be considered forward looking.
These forward-looking statements generally are identified by words
such as “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “strive,” “would,”
“strategy,” “outlook,” the negative of these words or other similar
expressions, but the absence of these words does not mean that a
statement is not forward-looking. These forward-looking statements
include but are not limited to statements regarding: our
anticipated use of net proceeds from the Offering and the Private
Placement; the closing of the Offering; the satisfaction of closing
conditions related to the Private Placement; our expectations and
plans relating to our lunar missions, including the expected timing
of launch and our progress and preparation thereof; our
expectations with respect to, among other things, demand for our
product portfolio, our submission of bids for contracts; our
expectations regarding revenue for government contracts awarded to
us; our operations, our financial performance and our industry; our
business strategy, business plan, and plans to drive long-term
sustainable shareholder value; and our expectations on revenue and
cash generation. These forward-looking statements reflect the
Company’s predictions, projections, or expectations based upon
currently available information and data. Our actual results,
performance or achievements may differ materially from those
expressed or implied by the forward-looking statements, and you are
cautioned not to place undue reliance on these forward-looking
statements. The following important factors and uncertainties,
among others, could cause actual outcomes or results to differ
materially from those indicated by the forward-looking statements
in this press release: our reliance upon the efforts of our key
personnel and board of directors to be successful; our limited
operating history; our failure to manage our growth effectively and
failure to win new contracts; competition from existing or new
companies; unsatisfactory safety performance of our spaceflight
systems or security incidents at our facilities; failure of the
market for commercial spaceflight to achieve the growth potential
we expect; any delayed launches, launch failures, failure of our
satellites or lunar landers to reach their planned orbital
locations, significant increases in the costs related to launches
of satellites and lunar landers, and insufficient capacity
available from satellite and lunar lander launch providers; our
customer concentration; our reliance on a single launch service
provider; risks associated with commercial spaceflight, including
any accident on launch or during the journey into space; risks
associated with the handling, production and disposition of
potentially explosive and ignitable energetic materials and other
dangerous chemicals in our operations; our reliance on a limited
number of suppliers for certain materials and supplied components;
failure of our products to operate in the expected manner or
defects in our sub-systems; counterparty risks on contracts entered
into with our customers and failure of our prime contractors to
maintain their relationships with their counterparties and fulfill
their contractual obligations; failure to successfully defend
protest from other bidders for government contracts; failure to
comply with various laws and regulations relating to various
aspects of our business and any changes in the funding levels of
various governmental entities with which we do business; our
failure to protect the confidentiality of our trade secrets, and
unpatented know how; our failure to comply with the terms of
third-party open source software our systems utilize; our ability
to maintain an effective system of internal control over financial
reporting, and to address and remediate material weaknesses in our
internal control over financial reporting; the U.S. government’s
budget deficit and the national debt, as well as any inability of
the U.S. government to complete its budget process for any
government fiscal year, and our dependence on U.S. government
contracts and funding by the government for the government
contracts; our failure to comply with U.S. export and import
control laws and regulations and U.S. economic sanctions and trade
control laws and regulations; uncertain global macro-economic and
political conditions (including as a result of a failure to raise
the “debt ceiling”) and rising inflation; our history of losses and
failure to achieve profitability in the future or failure of our
business to generate sufficient funds to continue operations; the
cost and potential outcomes of potential future litigation; our
public securities’ potential liquidity and trading; the sufficiency
and anticipated use of our existing capital resources to fund our
future operating expenses and capital expenditure requirements and
needs for additional financing, including the Offering and the
Private Placement and other public filings and press releases other
factors detailed under the section titled Part I, Item 1A. “Risk
Factors” of our Annual Report on Form 10-K for the fiscal year
ended December 31, 2023 filed with the SEC, the section titled Part
I, Item 2. “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and the section titled Part
II. Item 1A. “Risk Factors” in our most recently filed Quarterly
Report on Form 10-Q, our Current Reports on Form 8-K and in our
subsequent filings with the SEC, which are accessible on the SEC's
website at www.sec.gov.
These forward-looking statements are based on
information available as of the date of this press release and
current expectations, forecasts, and assumptions, and involve a
number of judgments, risks, and uncertainties. Accordingly,
forward-looking statements should not be relied upon as
representing our views as of any subsequent date, and we do not
undertake any obligation to update forward-looking statements to
reflect events or circumstances after the date they were made,
whether as a result of new information, future events, or
otherwise, except as may be required under applicable securities
laws.
Contacts
For investor
inquiries:investors@intuitivemachines.com
For media
inquiries:press@intuitivemachines.com
This press release was published by a CLEAR® Verified
individual.
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