Momentus Inc. Files 8-K for Material Agreement

TL;DR

Momentus Inc. filed an 8-K on Feb 10, 2025, detailing a material agreement and unregistered equity sales.

AI Summary

On February 10, 2025, Momentus Inc. entered into a Material Definitive Agreement related to unregistered sales of equity securities. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. Momentus Inc. was formerly known as Stable Road Acquisition Corp. until June 28, 2019.

Why It Matters

This 8-K filing indicates a significant event for Momentus Inc., potentially involving new equity financing or strategic partnerships that could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Filings related to material definitive agreements and unregistered equity sales can introduce uncertainty regarding dilution and future financial obligations.

Key Players & Entities

• Momentus Inc. (company) — Registrant
• Stable Road Acquisition Corp. (company) — Former company name
• February 10, 2025 (date) — Date of earliest event reported
• February 12, 2025 (date) — Date as of change
• February 13, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.00001 — mpany's Class A common stock, par value $0.00001 per share (the "Common Stock"), (ii) 97
• $3.92499 — and one accompanying Common Warrant was $3.92499. The public offering price of each Pre-
• $3 — and one accompanying Common Warrant was $3.925, which equals the price at which on
• $3.80 — has an initial exercise price equal to $3.80. The Company received aggregate gross
• $5 m — eeds from the Offering of approximately $5 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
• $4.3175 — Warrants will have an exercise price of $4.3175 per share (representing 110% of the off

Filing Documents

• ef20043284_8k.htm (8-K) — 55KB
• ef20043284_ex1-1.htm (EX-1.1) — 81KB
• ef20043284_ex4-1.htm (EX-4.1) — 114KB
• ef20043284_ex4-2.htm (EX-4.2) — 89KB
• ef20043284_ex4-3.htm (EX-4.3) — 19KB
• ef20043284_ex4-4.htm (EX-4.4) — 93KB
• ef20043284_ex10-1.htm (EX-10.1) — 198KB
• ef20043284_ex99-1.htm (EX-99.1) — 9KB
• ef20043284_ex99-2.htm (EX-99.2) — 9KB
• image0.jpg (GRAPHIC) — 512KB
• 0001140361-25-004114.txt ( ) — 1711KB
• mnts-20250210.xsd (EX-101.SCH) — 4KB
• mnts-20250210_def.xml (EX-101.DEF) — 17KB
• mnts-20250210_lab.xml (EX-101.LAB) — 26KB
• mnts-20250210_pre.xml (EX-101.PRE) — 20KB
• ef20043284_8k_htm.xml (XML) — 6KB

01

Item 1.01. Entry into a Material Definitive Agreement. On February 11, 2025 (the "Closing Date"), Momentus Inc., a Delaware corporation (the "Company") consummated a "best efforts" public offering (the "Offering") of an aggregate of (i) 300,000 shares (the "Shares") of the Company's Class A common stock, par value $0.00001 per share (the "Common Stock"), (ii) 973,886 pre-funded warrants ("Pre-Funded Warrants") to purchase up to 973,886 shares of Common Stock (the "Pre-Funded Warrant Shares"), and (iii) 1,273,886 Common Stock purchase warrants ("Common Warrants") to purchase up to 1,273,886 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 $3.92499. The public offering price of each Pre-Funded Warrant and one accompanying Common Warrant was $3.925, 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 $3.80. The Company received aggregate gross proceeds from the Offering of approximately $5 million, before deducting placement agent's fees and other offering expenses. The Company intends to use the proceeds of the Offering for general corporate purposes. 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 $3.80 per share, is immediately exercisable for one Common Warrant Share, and expires five

02

Item 3.02. Unregistered Sales of Equity Securities The information set forth under Item 1.01 with respect to the Amendment to Common Stock Purchase Warrants is incorporated by reference into this Item 3.02.

01

Item 7.01. Regulation FD Disclosure. The Company issued press releases announcing the pricing and closing of the Offering on February 10, 2025 and February 11, 2025, 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.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 1.1 Placement Agency Agreement, dated as of February 10, 2025, 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 Amendment to Common Stock Purchase Warrants 4.4 Form of Placement Agent Warrant 10.1 Form of Securities Purchase Agreement 99.1 Press Release, dated February 10, 2025, issued by Momentus Inc. 99.2 Press Release, dated February 11, 2025, 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/ Lon Ensler Name: Lon Ensler Dated: February 12, 2025 Title: Interim Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR