Astra Space, Inc. (Nasdaq: ASTRA) has successfully closed the firm’s move to take the company to private ownership.
Under the terms of the definitive agreement for the transaction (the “Merger Agreement”) that was previously announced on March 7, 2024, Apogee Parent, Inc., (“Parent”), an entity formed by Chris Kemp, Astra’s co-founder, chief executive officer and chairman, and Dr. Adam London, Astra’s co-founder, chief technology officer and director, will acquire all of the outstanding shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Shares”) not already owned by it for the right to receive $0.50 per share in cash, as more fully described in the Merger Agreement.
With the completion of the take-private acquisition, the Class A Shares ceased trading prior to the opening of trading on July 18, 2024 and will no longer be listed on the Nasdaq Capital Market (“Nasdaq”). The Company also intends to make the applicable filings with the U.S. Securities and Exchange Commission (the “SEC”) to suspend its periodic reporting obligations and to terminate the registration of the Class A Shares underlying the Company’s active registration statements.
As previously disclosed, (i) on April 17, 2024, the Company received a deficiency notice from Nasdaq that the Company is not in compliance with Nasdaq Listing Rule 5450(a)(1) because the per share closing bid price of the Class A Shares had been below $1.00 for thirty consecutive business days prior to such deficiency notice; and (ii) on April 23, 2024, the Company received a deficiency notice from Nasdaq that the Company is not in compliance with the minimum stockholders’ equity listing requirement set forth in Nasdaq Listing Rule 5550(b)(1) because the Company’s Annual Report on Form 10-K for the period ended December 31, 2023, reported stockholders’ equity below $2.5 million.