Starfighters Space Inc. filed SEC Form 8-K: Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SECTION 3 - SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities.
On December 17, 2025, Starfighters Space, Inc. (the "Company") completed the final closing of its offering (the "Offering") of shares of common stock (the "Common Shares") under Regulation A of Section 3(b) of the Securities Act of 1933, as amended (the "Securities Act"), for Tier 2 offerings, pursuant to which it sold 6,145,364 Common Shares at a price of $3.59 per share, for gross proceeds of approximately $22.1 million, before the payment of selling agent commissions of approximately $1.65 million and transaction fees and expenses. In connection with the final closing, the Company also issued 61,402 Agent's Warrants to Digital Offering, LLC or its designees, which are exercisable for 61,402 Common Shares of the Company at an exercise price of $3.59 per share until September 6, 2029.
The Common Shares and Agent's Warrants were issued pursuant to the Company's offering circular contained within its post-qualification amendment to its offering statement on Form 1-A, filed on August 26, 2025, as amended on October 17, 2025 and December 2, 2025, and qualified by the Securities and Exchange Commission on December 10, 2025. The Company relied upon the exemption from the registration requirements of the Securities Act provided by Regulation A under Section 3(b) of the Securities Act for the Common Shares issued pursuant to the Offering as well as the Agent's Warrants.
On December 18, 2025, the Company issued 3,834,857 Common Shares at a price of $2.154 per share pursuant to the automatic conversion of the Company's outstanding 8% secured convertible debentures of approximately $8.26 million of principal and accrued interest upon listing of the Company's Common Shares on the NYSE American LLC ("NYSE American"). The Company relied upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(9) of the Securities Act with respect to the issuance of such Common Shares.
Also, on December 18, 2025, the Company issued to Space Florida 404,312 Common Shares at a price of $3.59 per share pursuant to the conversion of the outstanding loan owing by the Company's subsidiary, Starfighters, Inc., to Space Florida of approximately $1.45 million of principal and accrued interest upon the listing of the Company's Common Shares on the NYSE American. The Company relied upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act with respect to the issuance of such Common Shares.
SECTION 8 - OTHER EVENTS
Item 8.01 Other Events.
On December 17, 2025, the Company issued a press release announcing the completion of the Offering. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
On December 18, 2025, the Company issued a press release announcing that trading of the Common Shares on the NYSE American commenced on December 18, 2025 under the ticker symbol "FJET." A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description | |
| 99.1 | Press release dated December 17, 2025 | |
| 99.2 | Press release dated December 18, 2025 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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 hereunto duly authorized.
| STARFIGHTERS SPACE, INC. | ||
| DATE: December 22, 2025 | By: | /s/ David Whitney |
| David Whitney | ||
| Chief Financial Officer | ||
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