Starfighters Space, Inc. 8-K

What Happened
Starfighters Space, Inc. (FJET) filed an 8-K reporting that on December 26, 2025 it issued an aggregate of 11,676,166 shares of common stock pursuant to the cashless exercise of 11,915,000 common stock purchase warrants. The warrants had an exercise price of $0.33 per share; the company withheld and cancelled 238,834 shares (valued at $3,932,306.28) based on a five‑day volume‑weighted average price (VWAP) of $16.4646 per share to cover the aggregate exercise price. The company relied on the Section 3(a)(9) exemption from registration for the issuance.

Key Details

• Date of issuance: December 26, 2025.
• Warrants exercised: 11,915,000; Warrant Shares issued: 11,676,166.
• Withheld/cancelled to cover exercise price: 238,834 shares, valued at $3,932,306.28 (VWAP $16.4646).
• Exercise price of warrants: $0.33 per share; issuance claimed under Section 3(a)(9) of the Securities Act (unregistered issuance exemption).

Why It Matters
This was a cashless exercise (the company did not receive cash proceeds) that resulted in the issuance of over 11.6 million new common shares, which increases the number of shares outstanding and can affect existing shareholders’ ownership percentages. Investors should note the use of the Section 3(a)(9) exemption (unregistered issuance) and review the company’s other filings for updated share counts and potential dilution impact.