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Intuitive Machines (LUNR) Announces 9.41M Share Offering

January 26, 2024 6:09 AM EST

Intuitive Machines (NASDAQ: LUNR) has filed the following:

This prospectus relates to the issuance by Intuitive Machines, Inc. (the “Company,” “we,” “us” and “our”) of an aggregate of up to 9,411,766 shares of Class A common stock, $0.0001 par value per share (“Class A Common Stock”), that are issuable upon the exercise of (i) that certain New Series A Common Stock Purchase Warrant, which entitles the holder thereof to purchase up to 4,705,883 shares of Class A Common Stock at an exercise price of $2.75 per share (the “New Series A Warrant”), and (ii) that certain New Series B Common Stock Purchase Warrant, which entitles the holder thereof to purchase up to 4,705,883 shares of Class A Common Stock at an exercise price of $2.75 per share (the “New Series B Warrant” and, together with the New Series A Warrant, the “New Warrants”), by the holders thereof.

This prospectus also relates to the resale from time to time of up to 9,411,766 shares of Class A Common Stock, comprised of 9,411,776 shares of Class A Common Stock issuable upon the exercise of the New Warrants by the selling stockholder identified in this prospectus, including its transferees, pledgees, donees or successors.

The New Warrants were issued to Armistice Capital Master Fund Ltd. (“Armistice”) on January 12, 2024 in a private placement (the “New Warrants Private Placement”) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to that certain Warrant Exercise Agreement (the “Warrant Exercise Agreement”), dated as of January 10, 2024, by and between the Company and Armistice. Pursuant to the Warrant Exercise Agreement, Armistice exercised in full an outstanding Series B Common Stock Purchase Warrant (the “Exercise”) to purchase up to an aggregate of 4,705,883 shares of Class A Common Stock (the “Existing Series B Warrant”). In consideration for the immediate and full exercise of the Existing Series B Warrant for cash, Armistice received the New Warrants in the New Warrants Private Placement. In connection with the Exercise, the Company also agreed to reduce the exercise price of the Existing Series B Warrant from $4.75 to $2.50 per share and the exercise price of an outstanding Series A Common Stock Purchase Warrant held by Armistice, which is exercisable for up to 4,705,883 shares of Class A Common Stock (the “Existing Series A Warrant” and together with the Existing Series B Warrant, the “Existing Warrants”), from $4.75 to $2.75 per share. The gross proceeds to the Company from the Exercise were approximately $11.8 million, prior to deducting estimated offering expenses.



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