Momentus Inc. Files 8-K: Agreements, Obligations, and Shareholder Votes

TL;DR

Momentus filed an 8-K detailing new deals, debt, share sales, and shareholder votes.

AI Summary

On November 30, 2024, Momentus Inc. entered into a material definitive agreement, likely related to its financial obligations. The company also reported on the creation of direct financial obligations and unregistered sales of equity securities. Additionally, there were material modifications to security holder rights and matters submitted to a vote of security holders, alongside financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Momentus Inc., including new financial agreements, potential changes to shareholder rights, and votes, which could impact the company's financial structure and investor relations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered sales of equity, suggesting potential financial risks and changes in the company's capital structure.

Key Players & Entities

• Momentus Inc. (company) — Registrant
• November 30, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Stable Road Acquisition Corp. (company) — Former company name

FAQ

Key Financial Figures

• $1 million — orrowing date for the second tranche of $1 million in principal amount to December 2, 2024
• $3 million — , the Company has now borrowed the full $3 million in principal amount under the October 2
• $0.00001 — mpany's Class A common stock, par value $0.00001 (the "Common Stock") at any time. Previ
• $0.5715 — o established a new conversion price of $0.5715 with respect to the conversion of amoun
• $0.5292 — Convertible Note remained unchanged at $0.5292. In connection with the borrowing of
• $1.00 m — the Reverse Stock Split to satisfy the $1.00 minimum bid price requirement, as set for
• $1.00 — Company's Common Stock must be at least $1.00 per share for a minimum of 10 consecuti

Filing Documents

• mnts-20241130.htm (8-K) — 56KB
• sivfirstamendmenttosecured.htm (EX-10.1) — 24KB
• sivfirstamendmenttosecurit.htm (EX-10.2) — 44KB
• 0001781162-24-000026.txt ( ) — 307KB
• mnts-20241130.xsd (EX-101.SCH) — 2KB
• mnts-20241130_def.xml (EX-101.DEF) — 16KB
• mnts-20241130_lab.xml (EX-101.LAB) — 27KB
• mnts-20241130_pre.xml (EX-101.PRE) — 16KB
• mnts-20241130_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On November 30, 2024, Momentus Inc. ("Momentus" or the "Company") entered into amendments to two outstanding convertible note agreements with Space Infrastructures Ventures, LLC ("SIV"). The amendments to the secured convertible promissory note dated October 24 2024, given by the Company in favor of SIV (as amended, the "October 2024 Convertible Note") accelerated the borrowing date for the second tranche of $1 million in principal amount to December 2, 2024, which borrowing date had previously been no earlier than December 22, 2024. Accordingly, the Company has now borrowed the full $3 million in principal amount under the October 2024 Convertible Note. The amendments also permitted SIV to reserve out of the proceeds of the second tranche under the October 2024 Convertible Note of approximately $ 670 thousand , representing the amount of principal and interest due from the Company to SIV on December 1, 2024, under the secured convertible promissory note dated July 12, 2024 by the Company in favor of SIV (as amended, the "July 2024 Convertible Note" and, together with the October 2024 Convertible Note, the "Convertible Notes"). The amendments to the Convertible Notes also provide SIV the option to convert all amounts outstanding under either Convertible Note into shares of the Company's Class A common stock, par value $0.00001 (the "Common Stock") at any time. Previously, the July 2024 Convertible Note only permitted conversion of interest when and as due, while the October 2024 Convertible Note only permitted conversion of outstanding amounts when and as due. The amendments to the July 2024 Convertible Note also established a new conversion price of $0.5715 with respect to the conversion of amounts outstanding under the July 2024 Convertible Note that were not previously convertible at the option of SIV. The conversion price of amounts outstanding under the October 2024 Convertible Note remained unchanged

02 Unregistered Sales of Equity Securities

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 warrants issued to SIV (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.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders On December 4, 2024, the Board of Directors (the "Board") of Momentus approved a reverse stock split ratio of 1-for-14 for the reverse stock split approved by the stockholders of the Company on December 2, 2024. (the "Reverse Stock Split"). The Company has not yet established the effective date for the Reverse Stock Split, which will be announced in a future filing (the "Effective Date"). The Board has reserved the right to abandon the Reverse Stock Split at any time prior to the Effective Date. Reason for the Reverse Stock Split The Company is effecting the Reverse Stock Split to satisfy the $1.00 minimum bid price requirement, as set forth in Listing Rule 5450(a)(1) (the "Minimum Bid Requirement"), for continued listing on the Nasdaq Stock Market LLC ("Nasdaq") exchange. As previously disclosed on March 29, 2024, the Company received a letter from Nasdaq on March 27, 2024, indicating that for the then last thirty (30) consecutive business days, the Company was not in compliance with the Minimum Bid Requirement. In accordance with Listing Rule 5810(c)(3)(A), the Company had a period of 180 calendar days, or until September 23, 2024, to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Company's Common Stock must be at least $1.00 per share for a minimum of 10 consecutive business days as required under Nasdaq Listing Rule 5810(c)(3)(A) (unless the Nasdaq staff exercised its discretion to extend this 10-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)) during the 180-day period prior to September 23, 2024. The Company did not regain compliance by September 23, 2024, and Nasdaq staff provided written notice to the Company that the Company's securities are subject to delisting. The Company has appealed such delisting determination to a Nasdaq hearings panel. There can be no assurance that the appeal will be successful. Effects of t

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders A special meeting of stockholders (the "Special Meeting") of the Company was held on December 2, 2024. 8,998,561 shares of the Company's Common Stock (including shares represented by proxy) were present at the Special Meeting, representing approximately 35.2% of the shares of the Common Stock outstanding as of October 14, 2024, the record date for the Special Meeting, and a quorum. Matters submitted to the stockholders and voted upon at the Special Meeting, which are more fully described in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on October 28, 2024, were (i) to authorize the Board to amend the Company's Second Amended and Restated Certificate of Incorporation, as amended, to effect the Reverse Stock Split of the Company's outstanding shares of Common Stock at a reverse stock split ratio in the range of one-for-five through one-for-twenty (the "Reverse Stock Split Proposal"), and (ii) to approve the postponement or adjournment of the Special Meeting if necessary or appropriate, to permit further solicitation and vote of proxies if there were insufficient votes to approve the Reverse Stock Split Proposal (the "Adjournment Proposal"). At the Special Meeting, the Company's stockholders approved the two proposals. The final results were as follows: (1) Approval of the Reverse Stock Split Proposal by the stockholders of the Company, voting as a single class: For Against Abstain 7,856,674 1,061,221 80,666 (2) Approval of the Adjournment Proposal by the stockholders of the Company, voting as a single class: For Against Abstain 7,859,546 1,037,362 101,653

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 10.1 First Amendment to Secured Convertible Promissory Note, dated July 12, 2024, by and between Space Infrastructures Ventures, LLC and Momentus Inc. 10.2 First Amendment to 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: December 5, 2024 Title: Chief Legal Officer

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View this 8-K filing on SEC EDGAR