Momentus Inc. Enters Definitive Agreement, Secures Funding

TL;DR

Momentus just signed a big deal for Series B Preferred Stock, locking in some serious cash.

AI Summary

On June 26, 2024, Momentus Inc. entered into a material definitive agreement, specifically a subscription agreement for its Series B Preferred Stock. This agreement creates a direct financial obligation for the company. The filing also indicates that matters were submitted to a vote of security holders.

Why It Matters

This filing signifies Momentus Inc. securing new funding through a definitive agreement, which is crucial for its ongoing operations and future development in the space industry.

Risk Assessment

Risk Level: medium — The company is entering into new financial obligations and submitting matters to a vote, which can introduce uncertainty and potential risks.

Key Numbers

• 2024-06-26 — Report Date (Earliest event reported)

Key Players & Entities

• Momentus Inc. (company) — Registrant
• June 26, 2024 (date) — Date of Report
• Series B Preferred Stock (security) — Subject of the agreement
• Delaware (jurisdiction) — State of incorporation
• Stable Road Acquisition Corp. (company) — Former company name

FAQ

Key Financial Figures

• $500,000 — ") in the aggregate principal amount of $500,000 to Brian Kabot, Paul Ney, Chris Hadfiel

Filing Documents

• ef20032047_8k.htm (8-K) — 45KB
• 0001140361-24-032194.txt ( ) — 220KB
• mnts-20240626.xsd (EX-101.SCH) — 4KB
• mnts-20240626_def.xml (EX-101.DEF) — 17KB
• mnts-20240626_lab.xml (EX-101.LAB) — 26KB
• mnts-20240626_pre.xml (EX-101.PRE) — 20KB
• ef20032047_8k_htm.xml (XML) — 6KB

01

Item 1.01 Entry into a Material Definitive Agreement 5.12% Secured Promissory Note due September 30, 2024 Momentus Inc. (the " Company ") issued six promissory notes dated effective as of June 21, 2024 (each a " Secured Note " and collectively, the " Secured Notes ") in the aggregate principal amount of $500,000 to Brian Kabot, Paul Ney, Chris Hadfield, John Rood, Victorino Mercado, and Mitchel Kugler, each a director and/or officer of the Company (individually, a " Lender " and collectively, the " Lenders "). The proceeds of the Secured Notes are to be used first for the payment of earned employee retention payments and the expenses of the Secured Notes, and thereafter for working capital and general corporate purposes. Each Secured Note has identical terms except for principal amount. The Secured Notes have a maturity date of September 30, 2024, and each Secured Note bears an interest rate of 5.12% per annum. The Company's obligations under the Secured Notes are secured by senior liens on substantially all of the Company's properties, rights and assets in favor of the Lenders. The Secured Note and the debt evidenced thereby, including all principal and interest, can be prepaid at any time, and accelerate and become immediately due and payable upon a future financing by the Company as well as upon the occurrence of certain customary events of default, including failure to pay amounts owing when due and/or certain events involving a discontinuation of our business or certain types of proceedings involving insolvency, bankruptcy, receivership and the like.

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The disclosure contained in Item 1.01 of this Current Report is incorporated by reference in this Item 2.03.

07

Item 5.07 Submission of Matters to a Vote of Security Holders. On June 28, 2024, the Company held its 2024 Annual Meeting of Stockholders (the " Annual Meeting "). A quorum was present at the meeting. The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting are set forth below. Proposal 1 Election of Four Directors Voting results for the election of directors were as follows: Momentus Nominees For Withheld Broker Non-Votes Chris Hadfield 1,168,916 236,053 4,414,847 John C. Rood 1,190,809 214,160 4,414,847 Linda J. Reiners 1,221,018 183,951 4,414,847 Victorino G. Mercado 1,157,200 247,769 4,414,847 Accordingly, all four of the Company's nominees were elected to serve as directors of the Company, with: (i) Messrs. Hadfield and Rood elected to serve as directors of the Company until the 2026 Annual Meeting of Stockholders and until their respective successors are appointed, elected and qualified; and (ii) Ms. Reiners and Mr. Mercado elected to serve as directors of the Company until the 2027 Annual Meeting of Stockholders and until their respective successors are appointed, elected and qualified. Proposal 2 Ratification of Appointment of Auditors Ratification of the appointment of Frank, Rimerman + Co. LLP as the Company's independent registered public accounting firm for the 2024 fiscal year was approved by the following vote: For Against Abstain 5,296,319 294,341 229,156 Proposal 3 Warrant Repricing Proposal Approval of the repricing of certain existing warrants of the Company issued to an institutional investor in a registered direct offering was approved by the following vote: For Against Abstain Broker Non-Vote 1,125,966 239,274 39,729 4,414,847 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

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View this 8-K filing on SEC EDGAR