WASHINGTON — The board of spacecraft propulsion and launch vehicle company Astra has warned that if it is unable to complete a deal offered by the company’s founders to go private, its only option is to liquidate the company.
In a filing with the Securities and Exchange Commission after the markets closed March 1, Astra said a special committee of its board was reviewing a revised proposal offered by Chris Kemp and Adam London, the company’s chief executive and chief technology office respectively, Feb. 24 to take the company private at $0.50 per share. That price was two-thirds lower than the original offer they made in November.
The board indicated that was the only option that would keep Astra alive. “The Company, under the supervision of the Special Committee, has explored a variety of funding options and transactions, none of which have come to fruition,” the company stated. “Given the Company’s current liquidity situation, the Special Committee at this time believes the only alternative to the Revised Proposal is the filing of a voluntary petition for relief under Chapter 7 of the Bankruptcy Code.”
A Chapter 7 bankruptcy filing would liquidate the company rather than reorganize it, a point the company emphasized in the filing. “If the Special Committee pursues bankruptcy protection, it expects that such proceedings will result in a liquidation of the business, not a reorganization.”
The company didn’t elaborate on its liquidity situation, including how much time it has to complete a deal with Kemp and London. The same SEC filing also disclosed that the company sold $300,000 in convertible notes to Kemp and London, raising, after fees, $275,000 for the company. “The Special Committee is in discussions with the Founders regarding its interim financing needs to continuing business operations through a closing of a definitive agreement on the Revised Proposal,” the filing stated.
The filing also stated that there was “no assurance” that the founders could raise the money needed to take the company private. Kemp and London said in their revised proposal that they estimated they would need $40 million to $45 million, and that they had “arranged equity and rollover commitments for the amounts necessary to consummate the transaction.”
Astra has not announced when it plans to release its fourth quarter and full year 2023 financial results. The company elected to forego an earnings call when it released its third quarter results in November because it was reviewing the original proposal from Kemp and London.
Astra shares closed at $1.76 the day before the company disclosed the revised proposals. Shares closed March 1 at $1.33, and were still lower in pre-market trading March 4.
