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): ~~July~~August 2714, 2025

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.)

150 N. Sykes Creek Parkway, Suite 200

Merritt Island, FL

32953

(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. ☐

Item 12.0102 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On ~~July~~August 2714, 2025, Sidus Space, Inc. (the “Company”) ~~entered~~issued ~~into~~ a ~~placement~~press ~~agency~~release ~~agreement~~announcing ~~(the~~a ~~“Placement~~business ~~Agency~~update ~~Agreement”) with ThinkEquity LLC (“the “Placement Agent”), pursuant to which the Company agreed to issue~~ and ~~sell~~financial ~~directly to investors,~~results infor ~~a best efforts offering (~~the ~~“Offering”)~~second anquarter ~~aggregate~~ended ofJune 730,~~143,000~~ ~~shares~~2025. ~~(the~~A ~~“Shares”)~~copy of the ~~Company’s Class~~press Arelease ~~common~~is ~~stock,~~furnished ~~par~~as ~~value~~Exhibit $099.~~0001~~1 ~~(the~~to ~~“Common~~this ~~Stock”),~~Form ~~at an offering price of $1~~8-K.~~05 per Share.~~

The ~~Shares~~information ~~were~~disclosed ~~offered~~under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and ~~sold~~shall bynot ~~the~~be ~~Company~~deemed ~~pursuant~~“filed” for topurposes ~~the~~of ~~Company’s~~Section ~~effective~~18 ~~registration~~of ~~statement~~the onSecurities ~~Form~~Exchange ~~S-3~~Act ~~(File~~of ~~No.~~1934, ~~333-273430)~~as amended, ~~including~~ anor ~~base~~shall ~~prospectus,~~it ~~filed~~be ~~with~~incorporated ~~the~~by ~~U.S.~~reference ~~Securities~~into ~~and~~any ~~Exchange~~registration statement ~~Commission~~or (other document pursuant to the ~~“SEC”)~~Securities onAct ~~July~~of 261933, ~~2023~~as ~~and~~amended, ~~declared effective~~except onas ~~August~~expressly ~~14,~~set ~~2023~~forth in such filing.

The closing of the Offering is expected to occur on July 29, 2025, subject to the satisfaction of customary closing conditions. The gross proceeds to the Company from the Offering are expected to be approximately $7.5 million, before deducting placement agent fees and expenses and estimated offering expenses payable by the Company. The Company intends to use the net proceeds received from the Offering for working capital and general corporate purposes.

Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee equal to 7.0% of the aggregate purchase price paid by the purchasers in the Offering. The Company also agreed to reimburse the Placement Agent for all reasonable and out-of-pocket expenses incurred in connection with the Placement Agent’s engagement, including reasonable fees and expenses of the Placement Agent’s legal counsel and due diligence analysis in an amount not to exceed $125,000. In addition, the Company agreed to issue to ThinkEquity or its designees warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 357,100 shares of the Company’s Common Stock. The Placement Agent Warrants are exercisable immediately upon issuance at an exercise price of $1.3125 per share and have a term of exercise equal to five years from the date of issuance.

The Placement Agency Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The foregoing descriptions of terms and conditions of the Placement Agency Agreement and the Placement Agent Warrants do not purport to be complete and are qualified in their entirety by the full text of the form of the Placement Agency Agreement and the form of Placement Agent Warrant, copies of which are attached hereto as Exhibits 1.1, and 4.1, respectively.

The legal opinion and consent of Sheppard, Mullin, Richter & Hampton LLP relating to the validity of the Securities issued in the Offering is filed herewith as Exhibit 5.1.

Item 8.01 Other Events.

On July 27, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Placement Agency Agreement dated July 27, 2025
99.1		Press release of Sidus Space, Inc. dated August 14, 2025
4.1		Form of Placement Agent Warrant
5.1		Opinion of Sheppard, Mullin, Richter & Hampton LLP
23.1		Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1)
99.1		Press release of Sidus Space, Inc. dated July 27 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

-2-

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.

	SIDUS SPACE, INC.
Dated: July 28, 2025
Dated: August 14, 2025
	By:	/s/ Carol Craig
	Name:	Carol Craig
	Title:	Chief Executive Officer

-3-

Filing Compare · Sidus Space Inc.