Momentus Inc. Files 8-K for Material Agreement

TL;DR

Momentus filed an 8-K on March 7th for a material agreement signed March 4th. Big news for the space company.

AI Summary

Momentus Inc. filed an 8-K on March 7, 2024, reporting a material definitive agreement entered into on March 4, 2024. The filing also includes Regulation FD disclosures and financial statements. Momentus Inc. was formerly known as Stable Road Acquisition Corp. and changed its name on June 28, 2019.

Why It Matters

This filing indicates a significant new agreement for Momentus Inc., which could impact its future operations and financial performance in the space vehicle industry.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, and the specifics of this agreement are not detailed in the provided text, requiring further investigation.

Key Players & Entities

• Momentus Inc. (company) — Registrant
• Stable Road Acquisition Corp. (company) — Former company name
• March 4, 2024 (date) — Date of material definitive agreement
• March 7, 2024 (date) — Filing date of the 8-K
• June 28, 2019 (date) — Date of name change from Stable Road Acquisition Corp.

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
• $0.865 — Class A Stock"), at a purchase price of $0.865 per share of Class A Stock and one Warr
• $0.86499 — f Class A Stock, at a purchase price of $0.86499 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
• $0.74 — arrants have an exercise price equal to $0.74 per share of Class A Stock. The Warrant
• $0.96 — a reduction of the exercise price from $0.96 per share to $0.74 per share and an ext

Filing Documents

• ny20023473x2_8k.htm (8-K) — 44KB
• ny20023473x2_ex4-1.htm (EX-4.1) — 99KB
• ny20023473x2_ex4-2.htm (EX-4.2) — 101KB
• ny20023473x2_ex5-1.htm (EX-5.1) — 15KB
• ny20023473x2_ex10-1.htm (EX-10.1) — 200KB
• ny20023473x2_ex99-1.htm (EX-99.1) — 13KB
• ny20023473x2_ex5-1img001.jpg (GRAPHIC) — 7KB
• 0001140361-24-011869.txt ( ) — 761KB
• mnts-20240304.xsd (EX-101.SCH) — 4KB
• mnts-20240304_def.xml (EX-101.DEF) — 17KB
• mnts-20240304_lab.xml (EX-101.LAB) — 26KB
• mnts-20240304_pre.xml (EX-101.PRE) — 20KB
• ny20023473x2_8k_htm.xml (XML) — 6KB

01

Item 1.01 Entry into a Material Definitive Agreement. On March 4, 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 1,320,000 shares of the Company's Class A common stock, par value $0.00001 per share (the "Class A Stock"), at a purchase price of $0.865 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 3,304,280 shares of Class A Stock, at a purchase price of $0.86499 per Pre-Funded Warrant and one Warrant, and (iii) warrants to purchase 4,624,280 shares of Class A Stock (the "Warrants"). The Offering is expected to close on or about March 7, 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 ori

01

Item 7.01 Regulation FD Disclosure. On March 5, 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 March 5, 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: March 7, 2024 Title: Chief Legal Officer

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View this 8-K filing on SEC EDGAR