Momentus Inc. Files 8-K with Material Agreement

TL;DR

Momentus Inc. signed a new material agreement on Dec 17, 2024. Check the 8-K for details.

AI Summary

On December 17, 2024, Momentus Inc. entered into a Material Definitive Agreement. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. The company, formerly known as Stable Road Acquisition Corp., is incorporated in Delaware and headquartered in San Jose, California.

Why It Matters

This 8-K filing indicates a significant new agreement for Momentus Inc., which could impact its operations and financial standing. Investors should review the details of the agreement for potential implications.

Risk Assessment

Risk Level: medium — Material Definitive Agreements can introduce new risks or opportunities, requiring careful investor scrutiny.

Key Players & Entities

• Momentus Inc. (company) — Registrant
• Stable Road Acquisition Corp. (company) — Former company name
• December 17, 2024 (date) — Date of earliest event reported
• 3901 N. First Street, San Jose, California 95134 (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.00001 — es") of Class A common stock, par value $0.00001 per share (the "Common Stock"), and 570
• $6.20 — and one accompanying Common Warrant was $6.20. The public offering price of each Pre-
• $6 — and one accompanying Common Warrant was $6.19999, which equals the price at which
• $6.08 — has an initial exercise price equal to $6.08. The Company received aggregate gross
• $5.0 m — eeds from the Offering of approximately $5.0 million, before deducting placement agent
• $95,000 — the Offering in an amount not to exceed $95,000 and up to $10,000 for certain reasonabl
• $10,000 — amount not to exceed $95,000 and up to $10,000 for certain reasonable non-accountable
• $6.82 — Warrants will have an exercise price of $6.82 per share (representing 110% of the off

Filing Documents

• ny20039383x5_8k.htm (8-K) — 45KB
• ny20039383x5_ex1-1.htm (EX-1.1) — 78KB
• ny20039383x5_ex4-1.htm (EX-4.1) — 112KB
• ny20039383x5_ex4-2.htm (EX-4.2) — 103KB
• ny20039383x5_ex4-3.htm (EX-4.3) — 98KB
• ny20039383x5_ex10-1.htm (EX-10.1) — 188KB
• ny20039383x5_ex99-1.htm (EX-99.1) — 9KB
• ny20039383x5_ex99-2.htm (EX-99.2) — 9KB
• ny20039383x5_ex99-1logo01jpg.jpg (GRAPHIC) — 509KB
• 0001140361-24-049848.txt ( ) — 1671KB
• mnts-20241217.xsd (EX-101.SCH) — 4KB
• mnts-20241217_def.xml (EX-101.DEF) — 17KB
• mnts-20241217_lab.xml (EX-101.LAB) — 26KB
• mnts-20241217_pre.xml (EX-101.PRE) — 20KB
• ny20039383x5_8k_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 18, 2024 (the "Closing Date"), Momentus Inc., a Delaware corporation (the "Company") consummated a public offering (the "Offering") of an aggregate of (i) 230,000 shares (the "Shares") of Class A common stock, par value $0.00001 per share (the "Common Stock"), and 570,000 pre-funded warrants ("Pre-Funded Warrants") to purchase up to 570,000 shares of Common Stock (the "Pre-Funded Warrant Shares"), and (ii) 800,000 Common Stock purchase warrants ("Common Warrants") to purchase up to 800,000 shares of Common Stock (the "Common Warrant Shares"). Each share of Common Stock, or a Pre-Funded Warrant in lieu thereof, was sold together with an accompanying Common Warrant to purchase one share of Common Stock. The public offering price for each share of Common Stock and one accompanying Common Warrant was $6.20. The public offering price of each Pre-Funded Warrant and one accompanying Common Warrant was $6.19999, which equals the price at which one share of Common Stock and accompanying Common Warrant was sold to the public in this offering, minus $0.00001. The exercise price of each Pre-Funded Warrant is $0.00001 per share. Each Common Warrant offered in the Offering is exercisable for one share of Common Stock and has an initial exercise price equal to $6.08. The Company received aggregate gross proceeds from the Offering of approximately $5.0 million, before deducting placement agents' fees and other offering expenses. The Company intends to use the proceeds of the Offering for general corporate purposes, including repayment of debt. The Securities Offered Each Pre-Funded Warrant is immediately exercisable for one Pre-Funded Warrant Share at an exercise price of $0.00001 per share and will remain exercisable until the Pre-Funded Warrants are exercised in full. Each Common Warrant has an exercise price of $6.08 per share, is immediately exercisable for one Common Warrant Share and expires five years fr

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. The Company issued press releases announcing the pricing and closing of the Offering on December 17, 2024 and December 18, 2024, respectively. Copies of the press releases are furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated by reference herein. As of the date of this Form 8-K, after the closing of the Offering and assuming the exercise in full of the Pre-Funded Warrants and no exercise of the Common Warrants or the Placement Agent Warrants, there are 2,982,881 shares of Common Stock outstanding.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 1.1 Placement Agency Agreement, dated as of December 17, 2024, by and between Momentus Inc. and A.G.P./Alliance Global Partners, as placement agent. 4.1 Form of Common Warrant 4.2 Form of Pre-Funded Warrant 4.3 Form of Placement Agent Warrant 10.1 Form of Securities Purchase Agreement 99.1 Press Release, dated December 17, 2024, issued by Momentus Inc. 99.2 Press Release, dated December 18, 2024, issued by Momentus Inc. 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) 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: Title: Paul Ney Chief Legal Officer Dated: December 18, 2024

View Full Filing

View this 8-K filing on SEC EDGAR