8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2022

Astra Space, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-39426	85-1270303
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1900 Skyhawk Street
Alameda, California		94501
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (866) 278-7217

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	ASTR	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 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. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 4, 2022, Astra Space, Inc. (the "Company") issued a press release announcing its financial results for the second quarter ended June 30, 2022.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02 of this Current Report, including the accompanying Exhibit 99.1, shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

Also, on August 4, 2022, the Company made a presentation available on our website: www.astra.com. This presentation is intended to accompany our earnings call to be held on August 4, 2022, at 4:30 p.m. eastern time, and to assist in understanding information that the Company will discuss on this call. A copy of this presentation is furnished as Exhibit 99.2 and is incorporated herein by reference.

The information in this Item 7.01 of this Current Report, including the accompanying Exhibit 99.2, shall be deemed “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of such section, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except to the extent that such filing incorporates by reference any or all of such information by express reference thereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release issued by Astra Space, Inc. dated August 4, 2022
99.2	Earnings presentation dated August 4, 2022
104	Cover Page Interactive Data File (embedded with 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 thereunto duly authorized.

Date: August 4, 2022	Astra Space, Inc.
	By:	/s/ Kelyn Brannon
	Name:	Kelyn Brannon
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

 

Astra Announces Second Quarter 2022 Financial Results

ALAMEDA, California —August 4, 2022—Astra Space, Inc. (“Astra”) (Nasdaq: ASTR) today announced financial results for its second quarter ended June 30, 2022.

Astra announces that after two of its four Rocket 3.3 flights were successful, the Company will transition to the next version of its launch system and is working with customers to re-manifest all payloads onto the new launch system, designed for higher capacity, reliability, and production rate.

"We have increased the design point of our new launch system to deliver up to 600-kilogram satellites to mid-inclination low Earth orbit over the course of the product lifecycle, which we believe will allow us to service over 75% of the small satellite market, including many of the new mega-constellations," said Chris Kemp, Astra Co-Founder, Chairman, and CEO.

Astra announced that the base bulk launch price for dedicated launches is expected to remain under five million dollars.

“We have made substantial changes to our operating plan to concentrate and focus our investments on the development and introduction of the upgraded version of our launch system and the increased production of the Astra Spacecraft EngineTM,” said CFO, Kelyn Brannon. “Furthermore, the $100 million Committed Equity Facility with B. Riley Principal Capital provides improved financial flexibility as we execute on these objectives.”

Recent Business Highlights

•Updated, streamlined plan to invest in delivering higher reliability, higher capacity 600kg Launch System 2.0 to market.

•Commenced customer deliveries of the Astra Spacecraft EngineTM, with total committed orders since July 1, 2021, up 69%over Q1 2022. This includes committed orders for 14 units acquired with the Apollo Fusion acquisition.

•Began investing in new production facility to support increased demand for the Astra Spacecraft EngineTM.

•Held first inaugural Spacetech Day for investors and analysts.

Second Quarter 2022 Financial Highlights:

For the three months ended June 30, 2022:

•GAAP Gross Loss was $14.8 million.

•Adjusted Gross Loss* was $2.4 million.

•GAAP Net Loss was $82.3 million.

•Adjusted Net Loss* was $53.0 million.

•Adjusted EBITDA Loss* of $48.4 million.

•Capital expenditures during the quarter totaled $12.9 million.

•Cash and cash equivalents and marketable securities totaled $200.7 million.

_________

*Denotes Non-GAAP financial measure. Refer to “Explanation of Adjusted (or Non-GAAP) Financial Measures” later in this press release for reconciliation of GAAP to Non-GAAP financial measures.

Third Quarter 2022 Outlook

As of August 4, 2022, we are providing guidance for the third quarter 2022 based on current market conditions and expectations and given the dedication of our launch resources to the development of Launch System 2.0. We emphasize that the guidance is subject to various important cautionary factors referenced in the section entitled “Forward-Looking Statements” below and our annual report on Form 10-K for the year ended December 31, 2021, including risks and uncertainties associated with the ongoing COVID-19 pandemic as well as the Russia, Ukraine conflict and their potential impact on our business.

For the third quarter ending September 30, 2022, we currently expect:

•Adjusted EBITDA Loss* between $45.0 million and $51.0 million.

•Depreciation and Amortization between $5.5 million and $6.5 million.

•Stock-based compensation between $12.0 million and $15.0 million.

•Cash income taxes of approximately zero.

•Basic shares outstanding between 266.0 million and 270.0 million.

•Capital expenditures between $6.0 million and $8.0 million.

_________

*Denotes Non-GAAP financial measure. Refer to “Explanation of Adjusted (or Non-GAAP) Financial Measures” later in this press release for reconciliation of GAAP to Non-GAAP financial measures.

Conference Call Information

In conjunction with this announcement, Astra will host a conference call for investors at 1:30 p.m. PT (4:30 p.m. ET) today to discuss second quarter results and our outlook for the third quarter ending September 30, 2022. The live webcast and a replay of the webcast will be available on the Investor Relations section of Astra’s website: https://investor.astra.com/news-and-events/events-and-presentations

About Astra Space, Inc.

Astra’s mission is to improve life on Earth from space by creating a healthier and more connected planet. Today, Astra offers one of the lowest cost-per-launch dedicated orbital launch services of any operational launch provider in the world, and one of the industry’s first flight-proven electric propulsion systems for satellites, Astra Spacecraft EngineTM. Astra delivered its first commercial launch to low Earth orbit in 2021, making it the fastest company in history to reach this milestone, just five years after it was founded in 2016. Astra (NASDAQ: ASTR) was the first space launch company to be publicly traded on Nasdaq. Visit astra.com to learn more about Astra.

Forward Looking Statements

Certain statements made in this press release are “forward-looking statements”. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, actual results may differ materially from Astra’s expectations or projections, including the following factors,

among others: (i) the failure to meet projected development and launch targets, including as a result of the decisions of governmental authorities or other third parties not within our control, weather and other suboptimal conditions that may it difficult to perform a launch attempt, as well as those driven by the dedication of our launch resources to the development of Launch System 2.0; (ii) changes in applicable laws or regulations; (iii) the ability of Astra to meet its financial and strategic goals, due to, among other things, competition; (iv) the ability of Astra to pursue a growth strategy and manage growth profitability; (v) the possibility that Astra may be adversely affected by other economic, business, and/or competitive factors; (vi) the effect of the COVID-19 pandemic on Astra, (vii) the ability to manage its cash outflows during its business operations and (vii) other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the Securities and Exchange Commission by Astra.

Explanation of Non-GAAP (or Adjusted) Financial Measures

This press release includes information about Free Cash Flow, Adjusted Gross Loss, Adjusted Net Loss and Adjusted EBITDA (collectively the “non-GAAP financial measures”), all of which are non-GAAP financial measures. These non-GAAP financial measures are measurements of financial performance that are not prepared in accordance with U.S. generally accepted accounting principles and computational methods may differ from those used by other companies. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with Astra’s condensed consolidated financial statements prepared in accordance with GAAP. Non-GAAP financial measures are reconciled to their most comparable GAAP measures in the table set forth in this release.

We believe that both management and our investors benefit from referring to these non-GAAP financial measures in planning, forecasting and analyzing future periods. Specifically, our management uses these non-GAAP financial measures in planning, monitoring and evaluating our financial and operational decision making and as a means to evaluate period-to-period comparisons. Our management recognizes that the non-GAAP financial measures have inherent limitations because of the excluded items described below.

We believe that providing the non-GAAP financial measures, together with the reconciliation to GAAP measures, helps investors make comparisons between Astra and other companies in our industry. In making any comparisons to other companies in our industry, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measure and the corresponding GAAP measure provided by each company under applicable SEC rules.

We define Free Cash Flow as cash used in operating activities including cash used for capital expenditures.

Adjusted Gross Loss differs from GAAP Gross Loss in that it excludes inventory and deferred launch cost write-downs related to discontinuance of production of our current version of launch system.

Adjusted Net Loss differs from GAAP Net Loss in that it excludes the following items: (a) stock-based compensation, (b) loss on change in fair value of contingent consideration, (c) cash earnout compensation cost related to the acquisition of Apollo Fusion, (d) inventory write-downs related to discontinuance of production of our current version of launch system, (e) deferred launch costs write-downs related to

discontinuance of production of our current version of launch system, and (f) other special items. During the second quarter, other special items primarily related to amortization of licensed intellectual property and employee COVID-19 testing expenses.

We define Adjusted EBITDA as Adjusted Net Loss, excluding the following items: (a) interest expense and interest income, (b) income tax expense, (c) loss on marketable securities, and (d) depreciation and amortization. We are unable to predict with reasonable certainty the ultimate outcome of these exclusions without unreasonable effort.

Investor Contacts:

Andrew Hsiung, Astra

investors@astra.com

Media Contact:

Kati Dahm, Astra

kati@astra.com

Astra Space, Inc.
Condensed Consolidated Statement of Operations
(Unaudited, in thousands, except per share data)
	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Revenues	$	2,682		$	-		$	6,593		$	-
Cost of revenues		17,445			-			28,459			-
Gross Loss		(14,763	)		-			(21,866	)		-
Operating expenses
Research and development		40,798			10,458			78,725			22,435
Sales and marketing		4,636			1,125			9,400			1,189
General and administrative		20,608			18,318			41,594			30,931
Loss on change in fair value of contingent consideration		1,800			-			17,300			-
Total operating expenses		67,842			29,901			147,019			54,555
Operating loss		(82,605	)		(29,901	)		(168,885	)		(54,555	)
Interest income (expense), net		356			(678	)		530			(1,213	)
Other income (expense), net		(54	)		(718	)		339			(718	)
Loss on extinguishment of convertible notes		-			-			-			(133,783	)
Loss before taxes		(82,303	)		(31,297	)		(168,016	)		(190,269	)
Income tax (benefit) provision		-			-			-			-
Net loss	$	(82,303	)	$	(31,297	)	$	(168,016	)	$	(190,269	)
Adjustment to redemption value on Convertible Preferred Stock		-			-			-			(1,011,726	)
Net loss attributable to common stockholders	$	(82,303	)	$	(31,297	)	$	(168,016	)	$	(1,201,995	)
Basic and diluted loss per share
Weighted average basic and diluted shares - Class A		209,022			20,035			208,570			18,132
Loss per share	$	(0.31	)	$	(0.47	)	$	(0.64	)	$	(18.52	)
Weighted average basic and diluted shares - Class B		55,539			46,722			55,539			46,784
Loss per share	$	(0.31	)	$	(0.47	)	$	(0.64	)	$	(18.52	)

Astra Space, Inc.
Condensed Consolidated Balance Sheets
(Unaudited, in thousands)
	June 30,		December 31,
	2022		2021
Assets:
Cash and cash equivalents	$	104,315	$	325,007
Marketable securities		96,368		-
Trade accounts receivables		3,447		1,816
Inventories		3,155		7,675
Prepaid and other current assets		3,931		12,238
Total current assets		211,216		346,736
Property, plant and equipment, net		88,223		66,316
Right-of-use asset		8,601		9,079
Goodwill		58,251		58,251
Intangible assets, net		16,292		17,921
Other non-current assets		3,114		721
Total assets	$	385,697	$	499,024
Liabilities and Stockholders' Equity:
Accounts payable	$	14,331	$	9,122
Operating lease obligation, current portion		1,759		1,704
Accrued expenses and other current liabilities		45,182		29,899
Total current liabilities		61,272		40,725
Operating lease obligation, net of current portion		6,745		7,180
Other non-current liabilities		18,757		14,599
Total liabilities		86,774		62,504
Total stockholders’ equity		298,923		436,520
Total liabilities and stockholders’ equity	$	385,697	$	499,024

Astra Space, Inc.
Summary of Cash Flow Data
(Unaudited, in thousands)
	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Cash used in operating activities	$	(43,588	)	$	(20,978	)	$	(91,862	)	$	(34,655	)
Capital expenditures		(11,122	)		(8,472	)		(32,064	)		(8,796	)
Free cash flow (non-GAAP)		(54,710	)		(29,450	)		(123,926	)		(43,451	)
Cash used in investing activities		(13,964	)		(8,472	)		(129,647	)		(11,996	)
Cash provided by financing activities		346			459,289			817			488,427

Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures
(Unaudited, in thousands)
	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Revenues	$	2,682		$	-		$	6,593		$	-
GAAP gross loss		(14,763	)		-			(21,866	)		-
GAAP gross margin		(550	)%		-			(332	)%		-
Inventory write downs		10,200			-			10,200			-
Deferred launch costs write downs		2,213			-			2,213			-
Adjusted gross loss	$	(2,350	)	$	-		$	(9,453	)	$	-
Adjusted gross margin		(88	)%		-			(143	)%		-
GAAP net loss	$	(82,303	)	$	(31,297	)	$	(168,016	)	$	(190,269	)
Stock-based compensation		12,791			7,444			29,832			17,777
Loss on change in fair value of contingent consideration		1,800			-			17,300			-
Apollo cash earnout compensation		1,242			-			2,575			-
Inventory write downs		10,200			-			10,200			-
Deferred launch costs write downs		2,213			-			2,213			-
Loss on extinguishment of convertible notes		-			-			-			133,783
Other special items		1,088			750			2,781			750
Adjusted net loss		(52,969	)		(23,103	)		(103,115	)		(37,959	)
Interest (income) expense, net		(356	)		678			(530	)		1,213
Income tax (benefit) expense		-			-			-			-
Accretion (amortization) of marketable securities		65			-			132			-
Depreciation and amortization		4,858			1,030			7,633			1,918
Adjusted EBITDA	$	(48,402	)	$	(21,395	)	$	(95,880	)	$	(34,828	)

EX-99.2

Exhibit 99.2

 

ASTRA INVESTOR UPDATE Q2 2022 View from LV0009 in low Earth orbit

 

DISCLAIMER AND FORWARD-LOOKING STATEMENTS

Certain statements made in this presentationare “forward-looking statements”. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, actual results may differ materially from Astra’s expectations or projections, including the following factors, among others: (i) the failure to meet projected development and launch targets, including as a result of the decisions of governmental authorities or other third parties not within our control, weather and other suboptimal conditions that may it difficult to perform a launch attempt, as well as those driven by the dedication of our launch resources to the development of Launch System 2.0; (ii) changes in applicable laws or regulations; (iii) the ability of Astra to meet its financial and strategic goals, due to, among other things, competition; (iv) the ability of Astra to pursue a growth strategy and manage growth profitability; (v) the possibility that Astra may be adversely affected by other economic, business, and/or competitive factors; (vi) the effect of the COVID-19 pandemic on Astra, (vii) the ability to manage its cash outflows during its business operations and (vii) other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the Securities and Exchange Commission by Astra. This Presentation contains statistical data, estimates and forecasts that have been provided byAstra and/or are based on independent industry publications or other publicly available information,as well as other information based on Astra’s internal sources. This information involves manyassumptions and limitations, and you are cautioned not to give undue weight to these estimates. Wehave not independently verified the accuracy or completeness of the data that has been providedby Astra and/or contained in these industry publications and other publicly available information. Accordingly, none of Astra nor its respective affiliates and advisors makes any representations asto the accuracy or completeness of these data. Certain amounts related to the transactiondescribed herein have been expressed in U.S. dollars for convenience and, when expressed in U.S.dollars in the future, such amounts may be different from those set forth herein.

Non-GAAP Financial Measures. This Presentation includes non-GAAP financial measures. Astrabelieves that these non-GAAP measures of financial results provide useful information tomanagement and investors regarding certain financial and business trends relating to Astra’sfinancial condition and results of operations. Astra’s management uses certain of these non-GAAPmeasures to compare Astra’s performance to that of prior periods for trend analyses and forbudgeting and planning purposes. All rights to the trademarks, copyrights, logos and other intellectual property listed herein belong totheir respective owners and Astra’s use thereof does not imply an affiliation with, or endorsementby the owners of such trademarks, copyrights, logos and other intellectual property. Solely forconvenience, trademarks and trade names referred to in this Presentation may appear with the ® or ™symbols, but such references are not intended to indicate, in any way, that such names and logos are trademarks or registered trademarks of Astra. This Presentation accompanies Astra’s earnings call for the second quarter 2022, which was held on August 4, 2022, and is intended to assist in understanding information Astra’s management discussed in that call. This Presentation should be viewed in conjunction with the August 4, 2022, earnings call, a replay of which is available on Astra’s website atwww.astra.com, under Investors.

 

Improve Life On Earth From Space OUR MISSION

 

ASTRA SPACE PLATFORM LAUNCH SERVICES SPACE PRODUCTS SPACE SERVICES

 

TROPICS-1 Investigation Continues View from LV0010 upper stage

 

IMPROVED LAUNCH SYSTEM *600 kilograms is target payload to mid inclination low Earth orbit over the course of the product lifecycle **Base bulk launch price for dedicated launches assuming no price increases due to inflation ***Total addressable market data based on internal market research and management estimates. Excludes Starlink Note:Given the increasing demand from large constellation operators for higher capacity, lower cost, and more reliable launch services, ourdiscussions with NASA and other customers, we have increased our payload capacity target for Launch System 2.0 from 300kg to 600kg 600kg $5M * ** TAM UPDATED ROCKET 4.0 ROCKET 4.0 45% →75% TOTAL ADDRESSABLE MARKET (TAM) ***

 

$100MM COMMITTED EQUITY FACILITY

 

ASTRA SPACECRAFT ENGINE103committed orders through Q2* *From July 1, 2021 through June 30, 2022, including 14 units sold, but not delivered, before Astra acquired Apollo Fusion.

 

ASTRA SPACECRAFT ENGINE Flight-Proven Electric Propulsion Systems SCALING TO SERVE CONSTELLATIONS CURRENTLY AT WORK ON ORBIT 300+ ON ORBIT BURNS

 

KEY FINANCIAL METRICS | Q2 2022 REVENUES Q1 2022 Q2 2022 $3.9M $2.7M ADJUSTED EBITDA Q1 2022 Q2 2022 -$47.5M -$48.4M ADJUSTED NET INCOME Q1 2022 Q2 2022 -$50.1M -$53.0M ADJUSTED EPS Q1 2022 Q2 2022 $(0.19) $(0.17)

 

KEY FINANCIAL METRICS (CONT'D) | Q2 2022 Q1 2022 Q2 2022 NON-GAAP OPERATING EXPENSES $44.2M $48.4M Q1 2022 Q2 2022 CASH, CASH EQUIVALENTS & SHORT-TERM INVESTMENTS $255.2M $200.7M Q1 2022 Q2 2022 FREE CASH FLOW (1) -$69.2M -$54.7M Q1 2022 Q2 2022 CAPITAL EXPENDITURES(2) $15.1M $12.9M (1)Operating cash provided by operations less Capital expenditures (2)Includes Property, Plant & Equipment and investments in leasehold improvements

 

ASTRA

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Document and Entity Information	Aug. 04, 2022
Document Information [Line Items]
Entity Registrant Name	Astra Space, Inc.
Document Type	8-K
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Entity Central Index Key	0001814329
Document Period End Date	Aug. 04, 2022
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39426
Entity Tax Identification Number	85-1270303
Entity Address, Address Line One	1900 Skyhawk Street
Entity Address, City or Town	Alameda
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94501
City Area Code	866
Local Phone Number	278-7217
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	ASTR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false