8-K: Current report
Published on December 31, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction | (Commission | (IRS Employer |
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(Address of principal executive offices) (ZIP Code)
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Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
SECTION 3 - SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities.
On December 26, 2025, Starfighters Space, Inc. (the "Company") issued an aggregate of 11,676,166 shares of common stock (the "Warrant Shares") pursuant to the cashless exercise of 11,915,000 common stock purchase warrants (the "Warrants") at an exercise price of $0.33 per share. The cashless exercise resulted in the Company effectively withholding and cancelling 238,834 Warrant Shares, with an aggregate value of $3,932,306.28, based on a five trading day volume weighted average price of $16.4646 per Warrant Share, to cover the aggregate exercise price of the Warrants. The Company relied upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 3(a)(9) of the Securities Act with respect to the issuance of the Warrant Shares.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description | |
| 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 31, 2025 | By: | /s/ David Whitney |
| David Whitney | ||
| Chief Financial Officer | ||
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