Momentus Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Momentus inked a new deal creating debt and sold some stock.

AI Summary

On September 25, 2025, Momentus Inc. entered into a material definitive agreement, creating a direct financial obligation. The company also reported on the unregistered sales of equity securities. Specific details regarding the agreement and financial obligations are not fully disclosed in this filing.

Why It Matters

This filing indicates Momentus Inc. has entered into a significant new agreement that creates a financial obligation, and has also issued equity, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates new financial obligations and equity sales, which can introduce financial risk and dilution.

Key Players & Entities

• Momentus Inc. (company) — Registrant
• September 25, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 3901 N. First Street (address) — Business and mailing address
• San Jose (city) — Business and mailing city
• CA (state) — Business and mailing state
• 95134 (zip_code) — Business and mailing zip code

FAQ

Key Financial Figures

• $1,630,435, m — having an aggregate principal amount of $1,630,435, maturing twelve months after the issue da
• $0.00001 — common stock of the Company, par value $0.00001 per share ("Common Stock") at a convers
• $1.116 — Common Stock") at a conversion price of $1.116 per share, and if not converted then am
• $1.40 — of Common Stock at an exercise price of $1.40 per share (the "Investor Warrants"). Th
• $1,500,000 — s"). The Company received approximately $1,500,000 in gross proceeds from the Offering. S
• $4,000,000 — the investor warrants to purchase up to $4,000,000 in principal amount of additional Conve
• $50,000,000 — o direct the Investor to purchase up to $50,000,000 (the "Maximum Commitment Amount") in sh
• $1.24 — tor for the shares of Put Stock will be $1.24 per share. In consideration for the In
• $750,000 — either (i) pay to the Investor in cash $750,000 ("Commitment Cash") or (ii) issue pre-f
• $750,000 b — e "Commitment Stock") having a value of $750,000 based on closing price of the Common Stoc

Filing Documents

• ny20047547x33_8k.htm (8-K) — 60KB
• ny20047547x33_ex4-1.htm (EX-4.1) — 147KB
• ny20047547x33_ex4-2.htm (EX-4.2) — 103KB
• ny20047547x33_ex4-3.htm (EX-4.3) — 54KB
• ny20047547x33_ex4-4.htm (EX-4.4) — 108KB
• ny20047547x33_ex10-1.htm (EX-10.1) — 311KB
• ny20047547x33_ex10-2.htm (EX-10.2) — 150KB
• ny20047547x33_ex10-3.htm (EX-10.3) — 208KB
• ny20047547x33_ex10-4.htm (EX-10.4) — 182KB
• ny20047547x33_ex10-5.htm (EX-10.5) — 86KB
• 0001140361-25-036535.txt ( ) — 1923KB
• mnts-20250925.xsd (EX-101.SCH) — 4KB
• mnts-20250925_def.xml (EX-101.DEF) — 17KB
• mnts-20250925_lab.xml (EX-101.LAB) — 26KB
• mnts-20250925_pre.xml (EX-101.PRE) — 19KB
• ny20047547x33_8k_htm.xml (XML) — 6KB

01

Item 1.01 Entry into a Material Definitive Agreement Private Placement Offering On September 25, 2025, Momentus Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with Yield Point NY, LLC (the "Investor"), pursuant to which the Company agreed to sell (the "Offering") (i) a Junior Secured Convertible Note having an aggregate principal amount of $1,630,435, maturing twelve months after the issue date, with original issue discount of 8%, convertible into shares of Class A common stock of the Company, par value $0.00001 per share ("Common Stock") at a conversion price of $1.116 per share, and if not converted then amortized over the final six months concluding on the maturity date, and (ii) warrants to purchase up to 1,460,964 shares of Common Stock at an exercise price of $1.40 per share (the "Investor Warrants"). The Company received approximately $1,500,000 in gross proceeds from the Offering. Securities Purchase Agreement The Purchase Agreement contains representations and warranties of the Company and the Investor which are typical for transactions of this type. In addition, the Purchase Agreement contains customary covenants on the Company's part that are typical for transactions of this type, as well as the following additional covenants: (i) for as long as the Notes remain outstanding, the Company agreed not to effect or enter into an Equity Line of Credit or agreement to effect any issuance by the Company or any of its subsidiaries involving a variable rate transaction, other than an "at the market" offering of Common Stock; and (ii) the Company agreed to hold a stockholder meeting within 60 days of the date of the Agreement at which the Company will solicit the stockholders' affirmative vote for approval of the issuance in excess of 19.9% of shares outstanding as of the date of the Purchase Agreement in accordance with the applicable law and rules and regulations of The Nasdaq Stock Market LLC ("Nasdaq"). The P

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 Investor Warrants, the AIR Warrants and the shares of Common Stock issuable thereunder (collectively, the "Securities") is hereby incorporated by reference into this Item 3.02. The Securities were sold without registration under 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(b) of Regulation D promulgated under the Securities Act as sales to accredited Investor and in reliance on similar exemptions under applicable state laws. The Securities may not be offered or sold in the absence of an effective registration statement or exemption from the registration requirements under the Securities Act.

01

Item 9.01 Fi nancial Statements and Exhibits (d) Exhibits Exhibit Number Exhibit Description 4.1 Junior Secured Convertible Note Due September 25, 2026, dated September 25, 2025, between Momentus Inc. and Yield Point NY, LLC. 4.2 Common Stock Purchase Warrant, dated September 25, 2025, between Momentus Inc. and Yield Point NY, LLC. 4.3 AIR Warrant, dated September 25, 2025, between Momentus Inc. and Yield Point NY, LLC. 4.4 Pre-Funded Common Stock Purchase Warrant, dated September 25, 2025, between Momentus Inc. and Yield Point NY, LLC. 10.1 Securities Purchase Agreement, dated September 25, 2025, between Momentus Inc. and Yield Point NY, LLC 10.2 Registration Rights Agreement, dated September 25, 2025, between Momentus Inc. and Yield Point NY, LLC 10.3 Security Agreement, dated September 25, 2025, between Momentus Inc. and Yield Point NY, LLC 10.4 Equity Purchase Agreement, dated September 25, 2025, between Momentus Inc. and Yield Point NY, LLC 10.5 EPA Registration Rights Agreement, dated September 25, 2025, between Momentus Inc. and Yield Point NY, LLC 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/ Lon Ensler Name: Lon Ensler Dated: September 29, 2025 Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR