Intuitive Machines (LUNR) Enters $11.8M Warrant Exercise Transaction

Intuitive Machines, Inc. (Nasdaq: LUNR) announced today that it has entered into a warrant exercise agreement with an existing accredited investor to exercise in full an outstanding Series B Common Stock Purchase Warrant to purchase up to an aggregate of 4,705,883 shares of the Company’s Class A common stock (the “Existing Series B Warrant”). In consideration for the immediate and full exercise of the Existing Series B Warrant for cash, the exercising holder received (i) a new unregistered Series A Common Stock Purchase Warrant to purchase up to an aggregate of 4,705,883 shares of the Company’s Class A common stock (the “New Series A Warrant”) and (ii) a new unregistered Series B Common Stock Purchase Warrant to purchase up to an aggregate of 4,705,883 shares of the Company’s Class A common stock (the “New Series B Warrant” and together with the New Series A Warrant, the “New Warrants”).

The New Series A Warrant will become exercisable commencing upon the Company’s receipt of final stockholder approval, including following expiration of any waiting period required pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The New Series A Warrant has an expiration date five and one-half years after the date of the stockholder approval. The New Series B Warrant will become exercisable commencing upon the Company’s receipt of final Stockholder Approval, including following expiration of any waiting period required pursuant to Section 14C of the Exchange Act, and has an expiration date of 18 months after the date of the Stockholder Approval. The New Warrants include beneficial ownership restrictions that prevent the holder from owning more than 9.99% of the Company’s outstanding common stock at any time.

The gross proceeds to the company from the exercise of the Existing Series B Warrant was approximately $11.8 million, prior to estimated offering expenses.

Cantor Fitzgerald & Co. acted as the exclusive-warrant inducement agent for the transaction.

The New Warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and, along with the Class A common shares issuable upon their exercise, have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the “SEC”) or an applicable exemption from such registration requirements. The securities were offered only to an accredited investor. The Company has agreed to file a registration statement with the SEC covering the resale of Class A common shares issuable upon exercise of the New Warrants. This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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