8-K
false 0001814329 0001814329 2023-03-10 2023-03-10

 

 

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): March 10, 2023

 

 

Astra Space, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-39426   85-1270303
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

1900 Skyhawk Street  
Alameda, California   94501
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (866) 278-7217

 

 

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

Class A common stock, par value $0.0001 per share   ASTR   NASDAQ Global Select 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. ☐

 

 

 


Item 8.01 Other Events.

On March 10, 2023, Astra Space, Inc. (the “Company”) issued a press release announcing that it is taking steps to proactively review stockholder ownership of its Class A common stock in an effort to identify parties to suspicious, aberrant or unusual trading activity and deploy corrective action steps to help curtail any such activity, and that the Company has engaged ShareIntel-Shareholder Intelligence Services, LLC to assist in this review and analysis. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.    Description of Exhibit
99.1    Press release issued by Astra Space, Inc. on March 10, 2023
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 thereunto duly authorized.

 

Date: March 10, 2023   Astra Space, Inc.
    By:  

/s/ Axel Martinez

    Name:   Axel Martinez
    Title:   Chief Financial Officer
EX-99.1

Exhibit 99.1

ASTRA INVESTIGATES POTENTIAL ILLEGAL SHORT SELLING

Company Engages ShareIntel to Assist in Identifying Irregular Trading Behavior

ALAMEDA, California — March 10, 2023 — Astra Space, Inc. (“Astra”) (Nasdaq: ASTR) today announced that it is taking steps to proactively review stockholder ownership of Astra’s Class A common stock in an effort to identify parties to suspicious, aberrant or unusual trading activity and deploy corrective action steps to help curtail any such activity.

As part of its ongoing corporate governance efforts, Astra has engaged ShareIntel-Shareholder Intelligence Services, LLC (“ShareIntel”) to assist with this review and analysis. ShareIntel’s service offerings will provide Astra with access and insight into broker-dealer, clearing firm and stockholder position movement that are designed to help coordinate, monitor and enhance corporate governance, stockholder communication, regulatory compliance and surveillance of trading in Astra’s shares.

“Astra remains committed to protecting our investors and maximizing stockholder value,” said Chris Kemp, Astra Founder, Chairman, and CEO. “Partnering with ShareIntel will allow Astra to track share ownership, monitor any irregular trading behavior, and take appropriate measures, if necessary.”

David Wenger, President and Chief Executive Officer of ShareIntel, stated, “We look forward to helping Astra Space, Inc. identify parties to potential illegal naked short selling and assist to implement action plans to address any such activity.”

About Astra Space, Inc.

Astra’s mission is to improve life on Earth from space® by creating a healthier and more connected planet. Today, Astra offers one of the lowest cost-per-launch dedicated orbital launch services of any operational launch provider in the world, and one of the industry’s first flight-proven electric propulsion systems for satellites, Astra Spacecraft Engine. Astra delivered its first commercial launch to low Earth orbit in 2021, making it the fastest company in history to reach this milestone, just five years after it was founded in 2016. Astra (NASDAQ: ASTR) was the first space launch company to be publicly traded on Nasdaq. Visit astra.com to learn more about Astra.

About ShareIntel-Shareholder Intelligence Service, LLC

SIS is a patented compliance driven SAAS retained by public companies to track shareholder ownership, monitor critical broker-dealer and shareholder movement. DRIL-Down identifies participants to abusive and illegal short selling providing actionable intelligence. www.shareintel.com

Safe Harbor

Certain statements made in this press release are “forward-looking statements”. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: (i) our failure to meet projected development and delivery targets, including as a result of the decisions of governmental authorities or other third parties not within our control or delays associated with our move-in to our new production facility; (ii) changes in applicable laws or regulations; (iii) the ability of the Astra to meet its financial and strategic goals, due to, among other things, competition; (iv) the ability of Astra


to pursue a growth strategy and manage growth profitability; (v) the possibility that Astra may be adversely affected by other economic, business, and/or competitive factors; (vi) the effect of the COVID-19 pandemic on Astra and (vii) other risks and uncertainties described discussed from time to time in other reports and other public filings with the Securities and Exchange Commission, including our registration statements and quarterly reports.

Investor Contact:

investors@astra.com

Media Contact:

press@astra.com