Momentus Inc. Enters Warrant Agreement, Reports Equity Sales

TL;DR

Momentus inked a warrant deal and sold some stock - watch for dilution.

AI Summary

On October 24, 2024, Momentus Inc. entered into a Material Definitive Agreement, specifically a warrant agreement. This agreement creates a direct financial obligation for the registrant. The filing also notes unregistered sales of equity securities.

Why It Matters

This filing indicates new financial obligations and potential dilution through the sale of equity, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The creation of new financial obligations and unregistered sales of equity can introduce financial risk and potential dilution for existing shareholders.

Key Players & Entities

• Momentus Inc. (company) — Registrant
• October 24, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $3.0 million — uant to which Momentus may borrow up to $3.0 million in two tranches, consisting of (i) an i
• $2 m — initial loan in the principal amount of $2 million, and (ii) up to an additional $1
• $1 million — 2 million, and (ii) up to an additional $1 million in principal amount which may be borrow
• $0.5292 — Common Stock") at a conversion price of $0.5292 per share. The conversion price and the
• $100,000 — aking capital expenditures in excess of $100,000, repaying debts outside the ordinary co
• $0.575 — Common Stock with an exercise price of $0.575 per share (the "Investor Warrants"). Th

Filing Documents

• ef20037768_8k.htm (8-K) — 39KB
• ef20037768_ex10-1.htm (EX-10.1) — 108KB
• 0001140361-24-044359.txt ( ) — 350KB
• mnts-20241024.xsd (EX-101.SCH) — 4KB
• mnts-20241024_def.xml (EX-101.DEF) — 17KB
• mnts-20241024_lab.xml (EX-101.LAB) — 26KB
• mnts-20241024_pre.xml (EX-101.PRE) — 20KB
• ef20037768_8k_htm.xml (XML) — 6KB

01

Item 1.01 Entry into a Material Definitive Agreement On October 24, 2024, Momentus Inc. ("Momentus" or the "Company") and Space Infrastructures Ventures, LLC ("SIV"), a firm that invests in disruptive high-tech/space-tech ventures, entered into a secured convertible promissory note (the "Convertible Note") pursuant to which Momentus may borrow up to $3.0 million in two tranches, consisting of (i) an initial loan in the principal amount of $2 million, and (ii) up to an additional $1 million in principal amount which may be borrowed from December 22, 2024 through February 14, 2025. Borrowings under the Convertible Note bear interest at 15% per annum. The Convertible Note has a maturity date of October 24, 2025, at which time all principal and accrued interest is due. Amounts borrowed under the Convertible Note are secured by a lien on substantially all of the assets of the Company. At any time after the date that is six months after the original issuance date of the Convertible Note, SIV may convert some or all of the outstanding obligations under the Convertible Note into shares of Momentus Class A Common Stock (the "Common Stock") at a conversion price of $0.5292 per share. The conversion price and the number of shares of Common Stock issuable upon conversion of the Convertible Note is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. In addition to the Convertible Note, Momentus agreed to issue to SIV warrants to purchase up to 5,668,934 shares of Common Stock with an exercise price of $0.5292 per share (the "SIV Warrants"). The exercise price and the number of shares of Common Stock issuable upon exercise of the SIV Warrants is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. SIV

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.

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 Convertible Note, the SIV Warrants and the Investor Warrants (collectively, 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.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 4.1 Form of Class A Warrant (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K, filed on September 16, 2024). 10.1 Secured Convertible Promissory Note, dated October 24, 2024, by and between Space Infrastructures Ventures, LLC and Momentus Inc. 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: October 28, 2024 Title: Chief Legal Officer and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR