S-1/AAmended
Amended iPO registration
✓ VerifiedStarfighters Space registered 5,223,879 resale shares from a $17,499,994.65 PIPE priced at $3.35 per share; the S-1/A discloses a $16,543,616 fiscal 2025 net loss and going concern doubt.
Filed Jul 22, 2026 · 16:47 ET
Summary
- This S-1/A registers the resale of up to 5,223,879 shares of common stock held by PIPE Investors, and the Company will not receive any proceeds from those resales.
- The PIPE closed on May 27, 2026 under a Securities Purchase Agreement dated May 22, 2026 at $3.35 per share, generating aggregate gross proceeds of $17,499,994.65, with Cantor Fitzgerald & Co. as exclusive placement agent.
- The Company incurred a net loss of $16,543,616 for fiscal year ended December 31, 2025 and $7,908,777 for fiscal year 2024, and its auditors state there is substantial doubt about its ability to continue as a going concern.
- Starfighters operates seven F-104 supersonic aircraft from Kennedy Space Center and Midland International Air & Space Port, and is developing the StarLaunch I suborbital and StarLaunch II orbital air-launch platforms.
- Former CEO Rick Svetkoff resigned on February 19, 2026 and filed an April 9, 2026 complaint in Brevard County, Florida; Flagship Bank restricted subsidiary accounts holding over $1.1 million and Regions Bank closed Texas accounts holding approximately $0.2 million.
- Tim Franta was appointed Chief Executive Officer to replace Svetkoff, and management identified material weaknesses in internal control over financial reporting as of December 31, 2025.
Key facts
- Resale shares registered
- 5,223,879 shares
From the filing for Resale shares registered
“the resale, from time to time, by the selling stockholders named in this prospectus (including their respective successors and assigns) (the " Selling Stockholders ") of up to 5,223,879 shares of common stock”
- PIPE price per share
- $3.35
From the filing for PIPE price per share
“at a price of $3.35 per share of Common Stock”
- PIPE gross proceeds
- $17,499,994.65
From the filing for PIPE gross proceeds
“The aggregate gross proceeds to the Company from the PIPE was $17,499,994.65, before deducting placement agent fees and offering expenses.”
- FY2025 net loss
- $16,543,616
From the filing for FY2025 net loss
“We incurred a net loss of $16,543,616 for the fiscal year ended December 31, 2025, and a net loss of $7,908,777 for the fiscal year ended December 31, 2024.”
- Q1 2026 net loss
- $4,269,131
From the filing for Q1 2026 net loss
“We incurred a net loss of $4,269,131 for the three months ended March 31, 2026 and a net loss of $2,653,107 for the three months ended March 31, 2025.”
- Last reported sale price
- $4.03 per share
From the filing for Last reported sale price
“On July 21, 2026, the last reported sale price of our Common Stock was $4.03 per share.”
- Shares outstanding
- 54,996,019
From the filing for Shares outstanding
“There were 54,996,019 shares of Common Stock outstanding as of July 21, 2026.”
- Former CEO litigation
- April 9, 2026 complaint
From the filing for Former CEO litigation
“on April 9, 2026, Richard "Rick" Svetkoff, our former CEO, President, Executive Chairman and Director, filed a complaint in the 18 th Judicial Circuit in Brevard County, Florida”
Why it mattersThe filing registers resale of PIPE shares acquired below the trading price and discloses going concern doubt, a leadership change, restricted bank accounts, and material weaknesses in financial controls at an early-stage air-launch developer.
- Filed
- Jul 22, 2026
- Accepted
- 2026-07-22 20:47Z
- Accession no.
- 0001062993-26-003771
- Size
- 13.6 MB
- Index
- Filing index