424B3
Prospectus
✓ VerifiedStarfighters Space registered 5,223,879 resale shares from a May 2026 PIPE priced at $3.35, which raised $17,499,994.65 in gross proceeds; the company receives none of the resale proceeds.
Filed Sep 4, 2026 · 17:01 ET
Summary
- The prospectus covers resale by PIPE Investors of up to 5,223,879 shares of common stock issued under a Securities Purchase Agreement dated May 22, 2026.
- The PIPE priced shares at $3.35 each and generated aggregate gross proceeds of $17,499,994.65 before placement agent fees and offering expenses, closing on May 27, 2026, with Cantor Fitzgerald & Co. as exclusive placement agent.
- Starfighters will not receive any proceeds from the resale and bears the registration costs, while Selling Stockholders bear their own sales commissions and discounts.
- Starfighters operates a fleet of seven F-104 supersonic aircraft from NASA's Kennedy Space Center and Midland International Air & Space Port, with three flight-ready, three flight-capable, and one not flight-capable.
- The company disclosed material weaknesses in its internal controls over financial reporting as of June 30, 2026, and a leadership change with Tim Franta as new CEO following Rick Svetkoff's resignation on February 19, 2026.
- The common stock trades on NYSE American under symbol FJET, with 54,996,019 shares outstanding as of August 24, 2026 and a last reported sale price of $3.79 that day.
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 per share
From the filing for PIPE price per share
“of the Company, 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”
- PIPE closing date
- May 27, 2026
From the filing for PIPE closing date
“The PIPE closed on May 27, 2026 (the " Closing Date ")”
- Placement agent
- Cantor Fitzgerald & Co.
From the filing for Placement agent
“Cantor Fitzgerald & Co. (" Cantor ") acted as exclusive placement agent for the PIPE”
- Last reported sale price
- $3.79 per share
From the filing for Last reported sale price
“On August 24, 2026, the last reported sale price of our Common Stock was $3.79 per share”
- Shares outstanding
- 54,996,019 shares
From the filing for Shares outstanding
“There were 54,996,019 shares of Common Stock outstanding as of August 24, 2026”
- Fleet
- seven F-104 supersonic aircraft
From the filing for Fleet
“We maintain a fleet of seven F-104 supersonic aircraft and operate from NASA's Kennedy Space Center in Florida”
Why it mattersThe filing registers resale of PIPE shares acquired at $3.35, below the $3.79 trading price, creating potential selling pressure. Starfighters receives no proceeds from these resales.
- Filed
- Sep 4, 2026
- Accepted
- 2026-09-04 21:01Z
- Accession no.
- 0001062993-26-004841
- Size
- 1.7 MB
- Index
- Filing index