Momentus Inc. Files 8-K: Material Agreement & Equity Sales
Ticker: MNTSW · Form: 8-K · Filed: Oct 6, 2025 · CIK: 1781162
Sentiment: neutral
Topics: material-agreement, financial-obligation, equity-sale
TL;DR
Momentus signed a new deal, owes money, and sold stock. Big moves happening.
AI Summary
On September 30, 2025, Momentus Inc. entered into a material definitive agreement, creating a direct financial obligation. The company also reported unregistered sales of equity securities. This filing follows a period of significant activity for Momentus, which is involved in the space vehicle industry.
Why It Matters
This 8-K filing indicates new financial commitments and equity transactions for Momentus Inc., which could impact its financial structure and shareholder equity.
Risk Assessment
Risk Level: medium — The filing details new financial obligations and unregistered equity sales, which can introduce financial and regulatory risks.
Key Players & Entities
- Momentus Inc. (company) — Registrant
- September 30, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- 3901 N. First Street, San Jose, California 95134 (address) — Business and mail address
- Stable Road Acquisition Corp. (company) — Former company name
FAQ
What type of material definitive agreement did Momentus Inc. enter into?
The filing indicates Momentus Inc. entered into a material definitive agreement that created a direct financial obligation, but the specific details of the agreement are not provided in this excerpt.
What is the significance of the 'Creation of a Direct Financial Obligation' item?
This item signifies that Momentus Inc. has undertaken a new financial commitment or debt, which will appear on its balance sheet.
What does the 'Unregistered Sales of Equity Securities' item imply?
This suggests that Momentus Inc. has issued new shares of its stock without registering them with the SEC, which may have implications for existing shareholders and regulatory compliance.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this filing occurred on September 30, 2025.
What was Momentus Inc.'s former company name?
Momentus Inc.'s former company name was Stable Road Acquisition Corp., with a date of name change on June 28, 2019.
Filing Stats: 1,433 words · 6 min read · ~5 pages · Grade level 12.3 · Accepted 2025-10-06 17:08:17
Key Financial Figures
- $1,122,171 — LLP ("B&M") to settle the total debt of $1,122,171 (the "Total Debt") owed by the Company
- $50,000 — reement, Momentus agreed to (i) pay B&M $50,000 in cash by no later than the Settlement
- $0.00001 — mpany's Class A common stock, par value $0.00001 per share ("Common Stock"), and pre-fun
- $1,072,171 — Securities") with an aggregate value of $1,072,171, in accordance with a Securities Purcha
- $1.161 — y prior to the issuance date, which was $1.161 per share of Common Stock as of the Set
- $1.16099 — ce less $0.00001 per Warrant, which was $1.16099 per Warrant as of the Settlement Date.
- $0 — per Warrant Share under the Warrants is $0.00001, subject to adjustment as set for
Filing Documents
- ny20047547x36_8k.htm (8-K) — 39KB
- ny20047547x36_ex4-1.htm (EX-4.1) — 94KB
- ny20047547x36_ex10-1.htm (EX-10.1) — 24KB
- ny20047547x36_ex10-2.htm (EX-10.2) — 172KB
- ny20047547x36_ex10-3.htm (EX-10.3) — 79KB
- 0001140361-25-037391.txt ( ) — 672KB
- mnts-20250930.xsd (EX-101.SCH) — 4KB
- mnts-20250930_def.xml (EX-101.DEF) — 17KB
- mnts-20250930_lab.xml (EX-101.LAB) — 26KB
- mnts-20250930_pre.xml (EX-101.PRE) — 19KB
- ny20047547x36_8k_htm.xml (XML) — 6KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement On September 30, 2025 (the "Settlement Date"), Momentus Inc. ("Momentus" or the "Company") entered into a General Release and Settlement Agreement (the "Settlement Agreement") with Baker & McKenzie LLP ("B&M") to settle the total debt of $1,122,171 (the "Total Debt") owed by the Company to B&M as of the Settlement Date (the "Settlement"). Settlement Agreement Pursuant to the terms of the Settlement Agreement, Momentus agreed to (i) pay B&M $50,000 in cash by no later than the Settlement Date and (ii) issue to B&M a combination of the Company's Class A common stock, par value $0.00001 per share ("Common Stock"), and pre-funded warrants ("Warrants", and together with the Common Stock, the "Securities") with an aggregate value of $1,072,171, in accordance with a Securities Purchase Agreement (the "Purchase Agreement") entered into by the Company and B&M on the Settlement Date. The Settlement Agreement provides that the Company issue to B&M (i) the Common Stock at an amount equal to a ten percent (10%) discount to the five-day volume weighted average price per share as of the trading day immediately prior to the issuance date, which was $1.161 per share of Common Stock as of the Settlement Date, and (ii) the Warrants at the per share effective price less $0.00001 per Warrant, which was $1.16099 per Warrant as of the Settlement Date. Momentus and B&M further mutually agreed to release one another from any and all claims arising out of or relating to any agreements or business dealings between the parties prior to the Settlement Date. Securities Purchase Agreement Pursuant to the Purchase Agreement, the Company issued to B&M 580,594 shares of Common Stock and Warrants to purchase 342,895 shares of Common Stock. The Purchase Agreement contains representations and warranties of the Company and B&M which are typical for transactions of this type. In addition, the Purchase Agreement contains customary covenants on th
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 Settlement Agreement, Purchase Agreement, Pre-funded Warrants, and Registration Rights Agreement 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. 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 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 4.1 Pre-Funded Common Stock Purchase Warrant, dated September 30, 2025, between Momentus Inc. and Baker & McKenzie LLP . 10.1 General Release and Settlement Agreement, dated September 30, 2025, between Momentus Inc. and Baker & McKenzie LLP. 10.2 Securities Purchase Agreement, dated September 30, 2025, between Momentus Inc. and Baker & McKenzie LLP. 10.3 Registration Rights Agreement, dated September 30, 2025, between Momentus Inc. and Baker & McKenzie LLP. 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: October 6, 2025 Title: Chief Financial Officer