Momentus Inc. Files 8-K with Material Agreements

TL;DR

Momentus Inc. filed an 8-K on 12/9/25 detailing material agreements and equity sales.

AI Summary

On December 9, 2025, Momentus Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. Momentus Inc. is incorporated in Delaware and its principal executive offices are located at 3901 N. First Street, San Jose, California.

Why It Matters

This 8-K filing indicates significant corporate activity for Momentus Inc., including new agreements and financial disclosures that could impact investors.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered sales of equity securities can introduce financial and operational risks.

Key Numbers

• 001-39128 — SEC File Number (Identifies the company's filings with the SEC.)
• 84-1905538 — EIN (Employer Identification Number for tax purposes.)

Key Players & Entities

• Momentus Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• 3901 N. First Street, San Jose, California (address) — Principal Executive Offices
• December 9, 2025 (date) — Date of earliest event reported
• Stable Road Acquisition Corp. (company) — Former company name

FAQ

Key Financial Figures

• $0.00001 — chase shares of common stock, par value $0.00001 per share (the "Common Stock"), of the
• $0.77 — he Common Stock at an exercise price of $0.77 per share, which was the closing price
• $1.11 — ely exercisable at an exercise price of $1.11 per share. The Company will receive agg
• $3.74 million — gregate gross proceeds of approximately $3.74 million from the exercise of the Existing Warra
• $1.43 — o 7,469,607 shares of Common Stock from $1.43 per share to $0.77 per share. The warra
• $262,060 — an aggregate fee equal to approximately $262,060 in connection with the transactions con
• $35,000 — tion with the transaction not to exceed $35,000 . The Company expects to use the net

Filing Documents

• ef20061056_8-k.htm (8-K) — 41KB
• ef20061056_ex4-1.htm (EX-4.1) — 91KB
• ef20061056_ex10-1.htm (EX-10.1) — 63KB
• 0001140361-25-045310.txt ( ) — 402KB
• mnts-20251209.xsd (EX-101.SCH) — 4KB
• mnts-20251209_def.xml (EX-101.DEF) — 17KB
• mnts-20251209_lab.xml (EX-101.LAB) — 26KB
• mnts-20251209_pre.xml (EX-101.PRE) — 19KB
• ef20061056_8-k_htm.xml (XML) — 6KB

01

Item 1.01. Entry Into a Material Definitive Agreement. On December 9, 2025, Momentus Inc. (the "Company") entered into a warrant inducement agreement (the "Inducement Agreement") with a holder (the "Holder") of certain existing warrants (the "Existing Warrants") to purchase shares of common stock, par value $0.00001 per share (the "Common Stock"), of the Company. Pursuant to the Inducement Agreement, the Holder agreed to exercise for cash on December 9, 2025, its Existing Warrants to purchase 4,862,058 shares of the Common Stock at an exercise price of $0.77 per share, which was the closing price of the Common Stock on the Nasdaq Capital Market on December 9, 2025. Prior to entering into the Inducement Agreement, the Existing Warrants were immediately exercisable at an exercise price of $1.11 per share. The Company will receive aggregate gross proceeds of approximately $3.74 million from the exercise of the Existing Warrants before deducting financial advisory fees and other expenses payable by the Company. In consideration of the Holder's agreement to exercise the Existing Warrants in accordance with the Inducement Agreement, the Company agreed to issue new warrants (the "Inducement Warrants") to purchase up to 7,293,087 shares of Common Stock, which is equal to 150% of the number of shares of Common Stock issued upon exercise of the Existing Warrants (the "Inducement Warrant Shares"). The Company agreed in the Inducement Agreement to file a registration statement within 30 days of December 9, 2025, providing for the resale of the Inducement Warrant Shares by the holders of the Inducement Warrant Shares. The Company also has agreed to reduce the exercise of certain Existing Warrants to purchase up to 7,469,607 shares of Common Stock from $1.43 per share to $0.77 per share. The warrant amendment is subject to stockholder approval, and the warrants will expire five years from the date stockholder approval is obtained. If stockholder approval is not obtained by t

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 Inducement Warrants is hereby incorporated by reference into this Item 3.02. The Inducement Warrants 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(b) 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 4.1 Form of Inducement Warrant 10.1 Form of Warrant Inducement Agreement, by and between Momentus Inc. and the Holder identified on the signature page thereto 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: December 12, 2025 Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR