UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
March 20, 2025
Date of Report (date of earliest event reported)
Momentus Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-39128
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84-1905538
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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3901 N. First Street
San Jose, California
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95134
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(Address of Principal Executive Offices)
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(Zip Code)
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(650) 564-7820
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to section 12(g) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A common stock
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MNTS
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The Nasdaq Stock Market LLC
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Warrants
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MNTSW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
| Item 1.01. |
Entry Into a Material Definitive Agreement.
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As disclosed on the Current Report on Form 8-K (the “Form 8-K”) filed by Momentus Inc. (the “Company”) on March 21, 2025, the Company entered into a
certain warrant inducement agreement, dated March 20, 2025 (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”). Pursuant to the Inducement Agreement, the Holder agreed to exercise for cash on March 21, 2025, its Existing Warrants to purchase 1,071,429 shares of the Company’s Common Stock at an exercise price of $1.93 per share, which was
the closing price of the Common Stock on the Nasdaq Capital Market on March 20, 2025.
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 2,142,858 shares of Common Stock, which is equal to 200% of the number of shares of Common Stock issued upon exercise of the Existing Warrants.
The transactions contemplated by the Inducement Agreement closed on March 21, 2025.
The foregoing summary of the terms of the Inducement Agreement and the related transactions is subject to, and qualified in its entirety by, the complete agreements, which are attached as
exhibits to the Company’s Current Report on Form 8-K filed on March 21, 2025, and incorporated herein by reference.
This report shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
| Item 3.02. |
Unregistered Sales of Equity Securities.
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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(c) of Regulation D promulgated under the Securities Act as sales to accredited investors and in reliance on similar exemptions under applicable state laws.
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.
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By:
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/s/ Lon Ensler
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Name:
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Lon Ensler
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Dated:
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March 26, 2025
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Title:
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Interim Chief Financial Officer
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