Momentus Inc. Files 8-K: Material Agreement, Equity Sales

TL;DR

Momentus Inc. filed an 8-K detailing a material agreement and unregistered equity sales. Watch for details.

AI Summary

On September 15, 2024, Momentus Inc. entered into a Material Definitive Agreement related to the sale of unregistered equity securities. The filing also includes information on Regulation FD disclosures and financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Momentus Inc., including a material definitive agreement and unregistered sales of equity, which could impact its financial structure and stock.

Risk Assessment

Risk Level: medium — The filing involves unregistered equity sales and a material definitive agreement, which can introduce financial and operational risks.

Key Players & Entities

• Momentus Inc. (company) — Registrant
• September 15, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-39128 (commission_file_number) — SEC File Number
• 84-1905538 (irs_number) — I.R.S. Employer Identification No.
• 3901 N. First Street San Jose, California 95134 (address) — Principal Executive Offices
• ( 650 ) 564-7820 (phone_number) — Registrant's phone number
• Stable Road Acquisition Corp. (company) — Former company name
• 20190628 (date) — Date of former company name change

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
• $0.55 — Class A Stock"), at a purchase price of $0.55 per share of Class A Stock or, in lieu
• $2.75 m — the Private Placement of approximately $2.75 million, before deducting estimated place
• $0 — ing sold in the Private Placement minus $0.00001, and the exercise price of each P
• $0.575 — ice per share of Class A Stock equal to $0.575 per share. The Class A Warrants will ex

Filing Documents

• ef20035903_8k.htm (8-K) — 49KB
• ef20035903_ex4-1.htm (EX-4.1) — 107KB
• ef20035903_ex4-2.htm (EX-4.2) — 89KB
• ef20035903_ex4-3.htm (EX-4.3) — 90KB
• ef20035903_ex10-1.htm (EX-10.1) — 197KB
• ef20035903_ex10-2.htm (EX-10.2) — 135KB
• ef20035903_ex99-1.htm (EX-99.1) — 11KB
• 0001140361-24-041174.txt ( ) — 1020KB
• mnts-20240915.xsd (EX-101.SCH) — 4KB
• mnts-20240915_def.xml (EX-101.DEF) — 17KB
• mnts-20240915_lab.xml (EX-101.LAB) — 26KB
• mnts-20240915_pre.xml (EX-101.PRE) — 20KB
• ef20035903_8k_htm.xml (XML) — 6KB

01

Item 1.01 Entry into a Material Definitive Agreement. On September 15, 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 a private placement of securities (the "Private Placement"). At the closing of the Private Placement, the Company will issue (i) an aggregate of 5,000,000 shares of the Company's Class A common stock, par value $0.00001 per share (the "Class A Stock"), at a purchase price of $0.55 per share of Class A Stock or, in lieu of Class A Stock, at the election of the Investor, pre-funded warrants (the "Pre-Funded Warrants") to purchase 5,000,000 shares of Class A Stock, at a purchase price of $0.55 per Pre-Funded Warrant less the exercise price per Pre-Funded Warrant, (ii) Class A warrants to purchase 10,000,000 shares of Class A Stock (the "Class A Warrants"), and (iii) Class B warrants to purchase 5,000,000 shares of Class A Stock (the "Class B Warrants" and together with the Class A Warrants, collectively, the "Warrants" and the Warrants together with the Class A Stock and the Pre-Funded Warrants, collectively, the "Securities"). The Private Placement is expected to close on or about September 17, 2024, subject to the satisfaction of certain customary closing conditions. The Company expects to receive aggregate gross proceeds from the Private Placement of approximately $2.75 million, before deducting estimated placement agent commissions and expenses in connection with the Private Placement, which are payable by the Company. The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Investor, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Securities Purchase Agreement were made only for purpose

02

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 of this Current Report on Form 8-K related to the Securities is hereby incorporated by reference into this Item 3.02. The Securities were sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506(c) of Regulation D promulgated under the Securities Act as sales to accredited investors and in reliance on similar exemptions under applicable state laws.

01

Item 7.01 Regulation FD Disclosure. On September 16, 2024, Momentus issued a press release announcing the pricing of the Private Placement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on 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 or the Securities Exchange Act of 1934, as amended, 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 Class A Warrant 4.3 Form of Class B Warrant 10.1 Form of Securities Purchase Agreement 10.2 Form of Registration Rights Agreement 99.1 Press Release, dated September 16, 2024, issued by Momentus Inc. announcing the pricing of the Private Placement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: September 16, 2024 Title: Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR