Momentus Inc SEC Filings

Momentus has filed Amendment No. 1 to its Form S-1 Registration Statement (File No. 333-288123), primarily serving as an exhibits-only filing. The company, a non-accelerated filer and smaller reporting company, is based in San Jose, CA, and operates in the space infrastructure sector.

Key highlights from the filing:

• The amendment includes significant updates to the company's securities and governance framework, including new warrant agreements, equity incentive plans, and financing arrangements
• Recent notable transactions include: - New loan agreement with J.J. Astor & Co. (May 30, 2025) - Convertible promissory note with A.G.P./Alliance Global Partners (May 13, 2025) - Multiple securities purchase agreements and warrant inducements throughout 2024-2025
• The company has undergone several corporate governance changes, including amendments to its certificate of incorporation and bylaws
• The filing indicates continuous capital raising activities through various financial instruments, suggesting ongoing funding needs

The registration statement will become effective either upon further amendment or as determined by the SEC under Section 8(a) of the Securities Act.

Momentus Inc. (NASDAQ: MNTS) filed an 8-K on 17 June 2025 disclosing two separate financing amendments that materially modify its near-term capital structure and potential share count.

1) Loan Agreement Amendment with J.J. Astor & Co. The original 30 May 2025 facility allows two tranches of US$750,000 each (total US$1.5 million). The 17 June Amendment tweaks the second-tranche mechanics:

• New securities: issuance of a junior secured convertible note for US$1,012,500 plus a warrant for up to 476,470 common shares within three business days after an effective resale shelf.
• Funding conditions: (a) MNTS remains listed on Nasdaq; (b) prior-day closing price ≥ US$1.25; (c) market cap ≥ US$6.7 million; (d) ≥ 50,000 shares traded on both the prior day and 10-day average.
• Revised conversion price: the lesser of US$1.70 or the closing price the day before issuance for both tranche notes.
• “Make-whole” feature: on conversion, the lender receives a cash payment equal to any gap between the conversion price and the lower of (x) spot close or (y) lowest 20-day VWAP; unpaid amounts settle in shares at the same VWAP.
• Equity offering escape: if MNTS prices an equity raise sufficient to repay the Initial Note before the Additional Funding Date, the second note is suspended, the Initial Note is repaid, the lender receives a US$100,000 termination fee and the warrant.
• Shareholder approval: MNTS must call a shareholder meeting within 90 days of issuing the Additional Convertible Note to approve the amended terms.

2) Replacement of A.G.P. Convertible Promissory Note

• The US$1.2 million Original Convertible Note (13 May 2025) will be cancelled when MNTS launches a primary offering.
• MNTS will issue a new US$500,000 convertible note maturing 18 months after issuance at a fixed US$1.67 conversion price.
• Per FINRA Rule 5110(g)(1), the note and any conversion shares are locked up for 180 days.
• MNTS must file one or more resale registration statements (first at company expense) before maturity.

Securities law status: All securities were privately placed under Section 4(a)(2) and Rule 506(b) exemptions.

Investor take-aways: The amendments improve immediate liquidity and reduce the A.G.P. note principal, but introduce additional convertible securities, a make-whole cash obligation, a termination fee, and potential share dilution that hinge on market-price triggers and shareholder approval.