{"url_path":"/sec/cik-0002075109/8-k/2026-06-15/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/2075109/0001213900-26-068867-index.html","accession_number":"0001213900-26-068867","cik":"0002075109","ticker":null,"issuer_name":"Matternet, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2075109/0001213900-26-068867-index.html","primary_entity_key":"0002075109","primary_entity_name":"Matternet, Inc."},"word_count":483,"has_tables":true,"body_markdown":"** **\n\n \n\n \n\n** **\n\n**Item 3.02 Unregistered Sales of Equity Securities.**\n\n \n\nOn June 9, 2026, Matternet, Inc. conducted a subsequent\nclosing of a private placement and issued and sold an additional 339,666 shares of common stock, $0.0001 par value per share, at\na purchase price of $3.00 per share, for aggregate gross proceeds of approximately $1.0 million, pursuant to subscription agreements entered\ninto with certain accredited and institutional investors (the “**Private Placement**”). We also entered into a registration\nrights agreement with each investor.\n\n \n\nThe initial closing of the Private Placement occurred\non May 22, 2026, and is described in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “**SEC**”)\non May 29, 2026 (the “**Form 8-K**”). Please see the Form 8-K for additional information regarding the Private Placement\nand the terms of the subscription agreements and registration rights agreement.\n\n \n\nThe Private Placement was conducted by Seaport\nGlobal Securities LLC, The Benchmark Company, LLC, Dinosaur Financial Group, LLC, Network 1 Financial Securities, Inc., and PHX Financial,\nInc. d/b/a Phoenix Financial Services, each a U.S. registered broker-dealer as placement agents, on a “reasonable best efforts”\nbasis. We paid the placement agents an additional aggregate cash fee of approximately $57,520 and we issued the placement agents additional\nwarrants to purchase an aggregate of 11,173 shares of common stock. Such warrants have an exercise price of $3.00 per share and expire\non the earlier of (i) five years after the date of issuance and (ii) three years after our shares of common stock are listed on a national\nsecurities exchange. \n\n \n\nSubject to certain customary exceptions, we have\nagreed to indemnify the placement agents to the fullest extent permitted by law against certain liabilities that may be incurred in connection\nwith the Private Placement, including certain civil liabilities under the Securities Act of 1933, as amended (the “**Securities\nAct**”), and, where such indemnification is not available, to contribute to the payments the placement agents and their sub-agents\nmay be required to make in respect of such liabilities.\n\n \n\nThe shares of common stock issued in the Private\nPlacement and the warrants issued to the placement agents have not been registered under the Securities Act, and were sold and issued\nin reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, which exempts transactions by an issuer\nnot involving any public offering, and Rule 506(b) of Regulation D promulgated by the SEC thereunder. The shares of common stock were\nsold to “accredited investors,” as defined in Regulation D. These securities may not be offered or sold in the United States\nabsent registration or an applicable exemption therefrom.\n\n \n\nThe form of subscription agreement, registration\nrights agreement and placement agent warrant are filed as Exhibits 10.3, 10.4 and 10.14 to the Form 8-K, respectively. The above descriptions\nare a summary only and are qualified in their entirety by the full text of the forms of such agreements."}