Momentus Announces $5 Million Offering Priced At-The-Market Under Nasdaq Rules

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02/10/2025 - 11:27 AM

SAN JOSE, Calif.--(BUSINESS WIRE)-- Momentus Inc. (NASDAQ: MNTS) (“Momentus” or the “Company”) a U.S. commercial space company that offers satellite buses, transportation, and other in-space infrastructure services, today announced the pricing of its “reasonable best efforts” offering with a single institutional investor for the purchase and sale of 1,273,886 shares of its common stock (or common stock equivalents in lieu thereof) and warrants to purchase up to 1,273,886 shares of common stock at a combined purchase price of $3.925 (the “Offering”). The warrants will have an exercise price of $3.80 per share, will be immediately exercisable and will expire 5 years from the initial exercise date.

The closing of the Offering is expected to occur on or about February 11, 2025, subject to the satisfaction of customary closing conditions. The gross proceeds from the Offering are expected to be approximately $5 million, before deducting placement agent fees and other estimated offering expenses. The Company intends to use the net proceeds from the Offering for advancement for general corporate purposes.

A.G.P./Alliance Global Partners is acting as sole placement agent for the Offering.

The securities described above are being offered pursuant to a registration statement on Form S-1, as amended (File No. 333-284393), previously filed with the Securities and Exchange Commission ("SEC"), which was declared effective on February 10, 2025. The Offering is being made only by means of a prospectus forming part of the effective registration statement. Copies of the preliminary prospectus and, when available, copies of the final prospectus, relating to the Offering may be obtained on the SEC’s website located at http://www.sec.gov. Electronic copies of the final prospectus relating to the Offering may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

The Company also has agreed that certain existing warrants to purchase up to an aggregate of 2,228,572 shares of common stock will be amended such that the warrants will have a reduced exercise price of $3.80 per share. The Class A September 2024 Warrant of 714,286 shares of common stock at an exercise price of $8.05 per share, the Class B September 2024 Warrant of 357,143 shares of common stock at an exercise price of $8.05 per share, the October 2024 Warrant of 357,143 shares of common stock at an exercise price of $8.05 per share, and the December 2024 Warrant of 800,000 shares of common stock at an exercise price of $6.08 per share, will be amended such that the warrants will have a reduced exercise price of $3.80 per share. The warrant amendment is subject to stockholder approval, and the warrants shall expire five years from the date stockholder approval is obtained. If stockholder approval is not obtained by the date that is six months following the initial date of issuance of these warrants, then the exercise price of the warrants will automatically be reduced to the Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) of the common stock on the date that is six (6) months following the initial date of issuance of the warrants and the warrants will expire five years following the date that is six (6) months following the initial date of issuance of the warrants.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other 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 other jurisdiction.

About Momentus

Momentus is a U.S. commercial space company that offers commercial satellite buses and in-space infrastructure services including in-space transportation, hosted payloads, and other in-orbit services.

Forward-Looking Statements

This press release contains certain statements that may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements regarding the expected closing of the Offering, the intended use of proceeds and fulfillment of customary closing conditions. Momentus or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, and are not guarantees of future performance. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Momentus’ control. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to risks and uncertainties included under the heading “Risk Factors” in the Annual Report on Form 10-K filed by the Company on June 6, 2024, as such factors may be updated from time to time in our other filings with the Securities and Exchange Commission (the “SEC”), accessible on the SEC’s website at www.sec.gov and the Investor Relations section of our website at https://momentus.space. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.