Momentus Inc. Files 8-K on Financial Obligations and Equity Sales

TL;DR

Momentus Inc. just filed an 8-K detailing new debt and equity sales - watch the stock!

AI Summary

On December 13, 2024, Momentus Inc. entered into a material definitive agreement related to the creation of a direct financial obligation. The company also reported on the unregistered sales of equity securities and filed financial statements and exhibits. The filing details include the company's principal executive office address in San Jose, California.

Why It Matters

This 8-K filing indicates Momentus Inc. is undertaking new financial obligations and has engaged in equity sales, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial risks and affect stock dilution.

Key Players & Entities

• Momentus Inc. (company) — Registrant
• December 13, 2024 (date) — Date of Report
• San Jose, California (location) — Principal Executive Office Address
• 3901 N. First Street (location) — Principal Executive Office Street Address
• 95134 (location) — Principal Executive Office Zip Code

FAQ

Key Financial Figures

• $2.0 million — r") pursuant to which Momentus borrowed $2.0 million. The Loan Agreement has a maturity date
• $67,500 — is payable in 40 weekly installments of $67,500. The loan may be prepaid at any time on
• $2.4 million — time on or before January 13, 2025 for $2.4 million and at any time thereafter through the
• $2.7 m — hereafter through the Maturity Date for $2.7 million, subject in each case to reductio
• $5.92 — Common Stock") at a conversion price of $5.92 per share prior to May 5, 2025, and the

Filing Documents

• ny20039820x3_8k.htm (8-K) — 35KB
• ny20039820x3_ex4-1.htm (EX-4.1) — 108KB
• ny20039820x3_ex10-1.htm (EX-10.1) — 199KB
• 0001140361-24-049586.txt ( ) — 585KB
• mnts-20241213.xsd (EX-101.SCH) — 4KB
• mnts-20241213_def.xml (EX-101.DEF) — 17KB
• mnts-20241213_lab.xml (EX-101.LAB) — 26KB
• mnts-20241213_pre.xml (EX-101.PRE) — 20KB
• ny20039820x3_8k_htm.xml (XML) — 6KB

01

Item 1.01 Entry into a Material Definitive Agreement On December 13, 2024, Momentus Inc. ("Momentus" or the "Company") entered into a Loan Agreement (the "Loan Agreement") with J.J. Astor & Co. (the "Lender") pursuant to which Momentus borrowed $2.0 million. The Loan Agreement has a maturity date of September 19, 2025, and is payable in 40 weekly installments of $67,500. The loan may be prepaid at any time on or before January 13, 2025 for $2.4 million and at any time thereafter through the Maturity Date for $2.7 million, subject in each case to reduction for the amount repaid in weekly installments. Amounts borrowed under the Loan Agreement are secured by a lien on substantially all of the assets of the Company. The proceeds of the Loan Agreement are to be used for general working capital purposes. The Loan Agreement requires the Lender's consent to take certain actions, such as incurring additional indebtedness other than permitted indebtedness (as defined in the Loan Agreement) or repaying indebtedness to affiliates, incurring liens other than permitted liens (as defined in the Loan Agreement). The Loan Agreement will accelerate and become immediately due 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, or a change of control of Momentus. Upon an event of default, amounts owing under the Loan Agreement are convertible into shares of Momentus Class A Common Stock (the "Common Stock") at a conversion price of $5.92 per share prior to May 5, 2025, and thereafter the conversion price will be reduced to 80% of the average of the four lowest volume weighted average closing prices of the Common Stock during the 20 trading days immediately prior to conversion. The conversion price and the number of shares of Common Stock issuable upon conversion of t

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 Loan Agreement, the Lender Warrants and the Default 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 Warrant 10.1 Loan Agreement, dated December 13, 2024, by and between Momentus Inc. and J.J. Astor & Co. 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 16, 2024 Title: Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR