Momentus Amends S-1, Details Aggressive Capital Raises Amidst Debt Restructuring

TL;DR

**Momentus is burning cash and aggressively diluting shareholders with deeply discounted convertible debt to stay afloat; steer clear.**

AI Summary

Momentus Inc. (MNTSW) filed an S-1/A on October 17, 2025, primarily to include language for automatic effectiveness of its registration statement. The filing details significant financing activities in 2024 and 2025, indicating a strong need for capital. In December 2024, Momentus borrowed $2.0 million from J.J. Astor & Co., which was prepaid for $2.4 million using proceeds from a December offering. The company also engaged in a private placement on September 15, 2024, selling pre-funded warrants for 357,143 shares at $7.70 per share, along with Class A and Class B warrants. Furthermore, Momentus secured multiple convertible promissory notes from Space Infrastructure Ventures, LLC (SIV), totaling up to $5.3 million across an Initial Convertible Note (up to $2.3 million) and a Subsequent Convertible Note (up to $3.0 million), both bearing 15% interest per annum. The conversion price for SIV's notes was significantly reduced to the lesser of $1.11 and a 10% discount to the closing price on September 8, 2025, down from previous prices of $7.4088 and $2.12. A 'best efforts' public placement on February 11, 2025, raised capital through the sale of 300,000 shares and 973,886 pre-funded warrants at $3.92499 per unit, incurring a 7.0% cash fee to the placement agent. Total estimated expenses for the current registration are $61,927, including $40,000 for accounting fees and $15,000 for legal fees.

Why It Matters

This S-1/A filing reveals Momentus Inc.'s ongoing, aggressive pursuit of capital through various debt and equity instruments, including significant convertible notes and warrant issuances. The repeated lowering of conversion prices for Space Infrastructure Ventures, LLC (SIV) to as low as $1.11, from initial prices around $7.40, signals potential dilution for existing investors and reflects the company's urgent need for liquidity. For employees, continued financing might ensure operational stability, but the terms suggest financial strain. Customers might see continued service development, but the company's financial health remains a key risk. In the competitive space infrastructure market, Momentus's reliance on dilutive financing could hinder its long-term competitive positioning against better-capitalized rivals.

Risk Assessment

Risk Level: high — The company's repeated issuance of convertible notes with high interest rates (15% per annum) and subsequent, significant reductions in conversion prices (from $7.4088 to $1.11 or a 10% discount) indicate severe financial distress and a high likelihood of substantial shareholder dilution. The requirement for SIV's consent on capital expenditures over $100,000 and other actions under the Subsequent Convertible Note suggests a loss of operational autonomy, further elevating risk.

Analyst Insight

Investors should exercise extreme caution and consider divesting, as the aggressive dilutive financing, particularly the deeply discounted convertible notes and warrants, signals significant financial instability and potential for further erosion of shareholder value. New investors should avoid MNTSW until a clear path to profitability and sustainable financing is demonstrated.

Key Numbers

• $5.3M — Total potential borrowings from SIV (Comprising $2.3M Initial Convertible Note and $3.0M Subsequent Convertible Note)
• 15% — Annual interest rate on SIV Convertible Notes (Indicates high cost of debt financing)
• $1.11 — Lowest conversion price for SIV notes (Significantly reduced from previous prices, indicating substantial dilution)
• $3.92499 — Public offering price per unit in February 2025 (For shares or pre-funded warrants with accompanying common warrants)
• 7.0% — Placement Agent cash fee (Paid on gross proceeds for the February 2025 'best efforts' offering)
• $2.4M — Prepayment amount for J.J. Astor & Co. loan (Prepaid on December 19, 2024, using proceeds from a December offering)
• 2,000,000 — Additional warrants to SIV (Issued with an exercise price of $1.11 in connection with Convertible Notes Amendments)
• 1-for-14 — Reverse stock split ratio (Effected on December 13, 2024, impacting share prices and counts)

Key Players & Entities

• Momentus Inc. (company) — Registrant
• Space Infrastructure Ventures, LLC (company) — Secured Convertible Promissory Note lender and warrant holder
• J.J. Astor & Co. (company) — Loan Agreement lender and warrant holder
• A.G.P./Alliance Global Partners (company) — Placement Agent for 'best efforts' offering
• John C. Rood (person) — Chief Executive Officer of Momentus Inc.
• Lon Ensler (person) — Chief Financial Officer of Momentus Inc.
• Stephen C. Hinton, Esq. (person) — Legal counsel from Bradley Arant Boult Cummings LLP
• Securities and Exchange Commission (regulator) — Regulatory body for S-1/A filing
• $61,927 (dollar_amount) — Total estimated expenses for the S-1/A registration
• $1.11 (dollar_amount) — Reduced conversion price for SIV's Convertible Notes as of September 8, 2025

FAQ

Risk Factors

• Significant Capital Needs and Dilution Risk [high — financial]: Momentus has engaged in substantial financing activities, including a $2.0 million loan from J.J. Astor & Co. prepaid with offering proceeds, a private placement of pre-funded warrants and warrants on September 15, 2024, and up to $5.3 million in convertible notes from SIV. The conversion price for SIV notes was significantly reduced to the lesser of $1.11 or a 10% discount to the closing price on September 8, 2025, indicating a high likelihood of substantial dilution for existing shareholders.
• High Cost of Debt Financing [medium — financial]: The company has secured convertible promissory notes from Space Infrastructure Ventures, LLC (SIV) with a stated annual interest rate of 15%. This high interest rate on up to $5.3 million in potential borrowings signifies a costly method of capital acquisition, impacting future profitability.
• Placement Agent Fees [medium — financial]: A 'best efforts' public placement on February 11, 2025, involved a 7.0% cash fee paid to the placement agent on gross proceeds. This fee structure, along with other issuance costs, reduces the net capital raised from equity offerings.
• Automatic Effectiveness of Registration Statement [low — regulatory]: The S-1/A filing on October 17, 2025, is primarily to include language for automatic effectiveness of the registration statement. While this streamlines the process, it relies on regulatory procedures and potential delays if the SEC does not resume full operations.

Industry Context

Momentus operates in the nascent but rapidly growing commercial space industry, focusing on in-space transportation services. The sector is characterized by significant technological development, high capital requirements, and increasing competition from both established aerospace players and new entrants. Key trends include the demand for satellite deployment, orbital debris removal, and lunar logistics, all of which Momentus aims to address.

Regulatory Implications

The filing of an S-1/A for automatic effectiveness indicates Momentus's intent to maintain an active registration statement for potential future capital raises. Compliance with SEC regulations, including timely filings and accurate disclosures, is crucial. Any delays in SEC operations or changes in regulatory requirements could impact the company's ability to access capital markets.

What Investors Should Do

1. Monitor SIV Convertible Note Conversion
2. Evaluate Capital Raising Strategy
3. Assess Operational Progress

Key Dates

• 2024-09-15: Private Placement and Placement Agency Agreement — Company sold pre-funded warrants and warrants, incurring a 7.0% cash fee to the placement agent and issuing placement agent warrants. This indicates ongoing efforts to raise capital through equity-linked instruments.
• 2024-12-13: 1-for-14 Reverse Stock Split — This action was taken to adjust share price and count, often a precursor to or consequence of significant financing rounds or to meet listing requirements.
• 2024-12-19: J.J. Astor & Co. Loan Prepayment — A $2.0 million loan was prepaid for $2.4 million using proceeds from a December offering, highlighting the company's reliance on and cost of short-term financing.
• 2025-02-11: Public Placement — Raised capital through sale of shares and pre-funded warrants at $3.92499 per unit, with a 7.0% cash fee to the placement agent, demonstrating continued need for funding.
• 2025-09-08: SIV Note Conversion Price Determination — The conversion price for SIV convertible notes was set to the lesser of $1.11 or a 10% discount to the closing price, a significant reduction indicating potential future dilution.
• 2025-10-17: S-1/A Filing for Automatic Effectiveness — This filing aims to allow the registration statement to become effective automatically, facilitating future securities offerings or sales.

Glossary

Pre-funded Warrants

A type of warrant that allows the holder to purchase a share of common stock at a nominal exercise price (e.g., $0.00001). They are typically issued in lieu of common stock in private placements to provide immediate equity ownership while deferring the exercise of the underlying share purchase. (Used in the September 15, 2024, private placement and February 11, 2025, public placement to raise capital, indicating a strategy to offer immediate equity participation.)

Convertible Promissory Note

A debt instrument that can be converted into equity (stock) of the issuing company under certain conditions, such as a specified conversion price or trigger events. They often carry interest. (Momentus has utilized these notes with SIV, totaling up to $5.3 million, with a significant reduction in conversion price, highlighting a key financing mechanism and potential dilution source.)

Placement Agent

A financial intermediary, typically an investment bank, that assists a company in selling securities to investors in a private placement or public offering. They are compensated with fees and/or warrants. (The company paid a 7.0% cash fee and issued warrants to a placement agent for the February 11, 2025, public placement, illustrating the costs associated with capital raising.)

Reverse Stock Split

A corporate action where a company reduces the total number of its outstanding shares by consolidating existing shares into fewer, proportionally more valuable shares. This is often done to increase the stock price. (Momentus effected a 1-for-14 reverse stock split on December 13, 2024, impacting share counts and prices, likely to meet exchange listing requirements or improve market perception.)

Automatic Effectiveness

A provision under the Securities Act of 1933 (Rule 473(b)) that allows a registration statement to become effective automatically after a specified period (typically 20 days) following the filing of an amendment, without explicit SEC approval, provided certain conditions are met. (The S-1/A filing on October 17, 2025, is specifically to enable this automatic effectiveness, streamlining the registration process for future offerings.)

Year-Over-Year Comparison

This S-1/A filing on October 17, 2025, is primarily procedural, aiming for automatic effectiveness of the registration statement. It does not appear to be a comprehensive update with new financial statements compared to prior filings. However, it highlights continued significant financing activities in late 2024 and early 2025, including a reverse stock split, a $2.0 million loan prepayment, a private placement, and up to $5.3 million in convertible notes from SIV with a substantially reduced conversion price, underscoring ongoing capital needs and potential dilution.

Key Financial Figures

• $15,000 — e $ 1,927 Legal fees and expenses $15,000 Accounting fees and expenses $40,00
• $40,000 M — 15,000 Accounting fees and expenses $40,000 Miscellaneous $ 5,000 Total $61,927
• $61,927 — 000 Miscellaneous $ 5,000 Total $61,927 Item 14. Indemnification of Director
• $0.1 million — ares had an issuance date fair value of $0.1 million to be recorded as consulting expense ov
• $7.70 — of Common Stock at a purchase price of $7.70 per share (the "Investor Warrants"), Cl
• $0 — ing sold in the private placement minus $0.00001, and the exercise price of each p
• $0.00001 — price of each pre-funded warrant equals $0.00001 per share. The pre-funded Warrants are
• $0.575 — rice per share of Common Stock equal to $0.575 per share. The Class A warrants will ex
• $2.3 million — uant to which Momentus may borrow up to $2.3 million prior to September 1, 2024, consisting
• $500,000 — initial loan in the principal amount of $500,000 which may be borrowed on or after July
• $1.8 million — or more subsequent loans totaling up to $1.8 million in aggregate principal amount which may
• $0.53 — s Common Stock at a conversion price of $0.53 per share (the "Conversion Price"). On
• $3.0 million — uant to which Momentus may borrow up to $3.0 million in two tranches, consisting of (i) an i
• $2 m — initial loan in the principal amount of $2 million, and (ii) up to an additional $1
• $1 million — 2 million, and (ii) up to an additional $1 million in principal amount which may be borrow

Filing Documents

• ny20047547x39_s1a.htm (S-1/A) — 279KB
• 0001140361-25-038519.txt ( ) — 281KB

From the Filing

As filed with the Securities and Exchange Commission on October 17, 2025. Registration No. 333-290243 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOMENTUS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 3714 84-1905538 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 3901 N. First Street San Jose, California 95134 (650) 564-7820 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) John C. Rood Chief Executive Officer 3901 N. First Street San Jose, California 95134 Telephone: (650) 564-7820 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: Stephen C. Hinton, Esq. Bradley Arant Boult Cummings LLP ONE 22 ONE 1221 Broadway Nashville, Tennessee 37203 Telephone: (615) 244-2582 Lon Ensler Chief Financial Officer 3901 N. First Street San Jose, California 95134 Telephone: (650) 564-7820 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ This Registration Statement shall hereafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933. If the Securities and Exchange Commission resumes full operation before the Registration Statement becomes effective, we may file an amendment to this Registration Statement requesting a delay or change in the effectiveness of the Registration Statement. EXPLANATORY NOTE This Amendment No. 1 ("Amendment No. 1") to the Registration Statement on Form S-1 (File No. 333-290243) of Momentus Inc. (the "Registration Statement") is being filed solely for the purpose of including language provided by Rule 473(b) of the Securities Act of 1933 for the automatic effectiveness of the Registration Statement 20 days following the filing of Amendment No. 1. This Amendment No. 1 does not modify any provision of the prospectus that forms a part of the Registration Statement. Accordingly, a preliminary prospectus has been omitted. 1 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 13. Other Expenses of Issuance and Distribution. The following is an estimate of the expenses (all of which are to be paid by the registrant) that we may incur in connection with the securities being registered hereby. Amount SEC registration fee $ 1,927 Legal fees and expenses $15,000 Accounting fees and expenses $40,000 Miscellaneous $ 5,000 Total $61,927 Item 14. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law (the "DGCL") provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending

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