Momentus (MNTS) Enters Material Agreement for Stock, Warrants

TL;DR

**Momentus just made a deal for more stock and warrants, watch for dilution or a cash injection.**

AI Summary

Momentus Inc. (MNTS) entered into a material definitive agreement on January 12, 2024, regarding the issuance of Class A common stock and warrants. This filing indicates a potential capital raise or restructuring, which could dilute existing shareholders if new shares are issued, or provide necessary funding for operations and growth. Investors should understand the specifics of this agreement as it directly impacts the company's financial structure and potentially the value of their holdings.

Why It Matters

This filing signals a significant financial event for Momentus, potentially impacting share dilution or providing crucial capital for its space infrastructure development.

Risk Assessment

Risk Level: medium — The entry into a material definitive agreement, especially involving stock and warrants, carries medium risk due to potential dilution for existing shareholders, though it could also secure vital funding.

Analyst Insight

A smart investor would await further details on the terms of this material definitive agreement to assess potential dilution or the strategic value of the capital raised before making any investment decisions.

Key Players & Entities

• Momentus Inc. (company) — the registrant filing the 8-K
• January 12, 2024 (date) — date of the earliest event reported in the 8-K
• Class A common stock (other) — one of the securities involved in the material definitive agreement
• Warrants (other) — one of the securities involved in the material definitive agreement
• The Nasdaq Stock Market LLC (other) — exchange where Momentus's Class A common stock and Warrants are registered

Forward-Looking Statements

• Momentus Inc. will provide further details on the terms of the material definitive agreement, including the number of shares and warrants, in a subsequent filing or press release. (Momentus Inc.) — high confidence, target: Q1 2024
• The market reaction to this agreement will depend heavily on whether it's perceived as a dilutive capital raise or a strategic partnership providing significant funding. (MNTS stock price) — medium confidence, target: January 2024

FAQ

Key Financial Figures

• $0.00001 — mpany's Class A common stock, par value $0.00001 per share (the "Class A Stock"), at a p
• $1.085 — Class A Stock"), at a purchase price of $1.085 per share of Class A Stock and one Warr
• $1.08499 — f Class A Stock, at a purchase price of $1.08499 per Pre-Funded Warrant and one Warrant,
• $4.0 m — eeds from the Offering of approximately $4.0 million, before deducting estimated place
• $0 — ck are being sold in the Offering minus $0.00001, and the exercise price of each P
• $0.96 — ice per share of Class A Stock equal to $0.96 per share. The Warrants are exercisable
• $3.862 — a reduction of the exercise price from $3.862 per share to $0.96 per share and an ext

Filing Documents

• ef20018925_8k.htm (8-K) — 47KB
• ef20018925_ex4-1.htm (EX-4.1) — 113KB
• ef20018925_ex4-2.htm (EX-4.2) — 92KB
• ef20018925_ex5-1.htm (EX-5.1) — 12KB
• ef20018925_ex10-1.htm (EX-10.1) — 203KB
• ef20018925_ex99-1.htm (EX-99.1) — 10KB
• image00001.jpg (GRAPHIC) — 4KB
• 0001140361-24-002389.txt ( ) — 766KB
• mnts-20240112.xsd (EX-101.SCH) — 4KB
• mnts-20240112_def.xml (EX-101.DEF) — 17KB
• mnts-20240112_lab.xml (EX-101.LAB) — 27KB
• mnts-20240112_pre.xml (EX-101.PRE) — 20KB
• ef20018925_8k_htm.xml (XML) — 6KB

01

Item 1.01 Entry into a Material Definitive Agreement. On January 12, 2024, Momentus Inc., a Delaware corporation ("Momentus" or the "Company"), entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with an investor (the "Investor") for the purchase and sale to the Investor in a registered direct offering (the "Offering") of (i) an aggregate of 900,000 shares of the Company's Class A common stock, par value $0.00001 per share (the "Class A Stock"), at a purchase price of $1.085 per share of Class A Stock and one Warrant (as defined below), (ii) in lieu of Class A Stock, at the election of the Investor, pre-funded warrants (the "Pre-Funded Warrants") to purchase 2,787,000 shares of Class A Stock, at a purchase price of $1.08499 per Pre-Funded Warrant and one Warrant, and (iii) warrants to purchase 3,687,000 shares of Class A Stock (the "Warrants"). The Offering is expected to close on or about January 17, 2024, subject to the satisfaction of certain customary closing conditions. The Company expects to receive aggregate gross proceeds from the Offering of approximately $4.0 million, before deducting estimated placement agent commissions and expenses in connection with the Offering, which are payable by the Company. The Company intends to use the net proceeds from this offering for general corporate purposes, which may include the development of its orbital transfer and satellite bus vehicles, research and development efforts relating to these vehicles, working capital, capital expenditures, repayment and refinancing of debt, research and development expenditures, acquisitions of additional companies or technologies and investments. The purchase price of each Pre-Funded Warrant and Warrant equals the price per share at which shares of our Class A Stock are being sold in the Offering minus $0.00001, and the exercise price of each Pre-Funded Warrant equals $0.00001 per share. The Pre-Funded Warrants are exercisable at any time after their

01

Item 7.01 Regulation FD Disclosure. On January 16, 2024, Momentus issued a press release announcing the Offering. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K. This information and the information contained in Exhibit 99.1 is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in any such filing, regardless of any general incorporation language in the filing. The Company does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in its expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Warrant 5.1 Opinion of Bradley Arant Boult Cummings LLP 10.1 Form of Securities Purchase Agreement 23.1 Consent of Bradley Arant Boult Cummings LLP (included with the opinion filed as Exhibit 5.1) 99.1 Press Release, dated January 16, 2024, issued by Momentus Inc. announcing the Offering 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) SIGNATURE 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. By: /s/ Paul Ney Name: Paul Ney Dated: January 16, 2024 Title: Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR