[8-K] Momentus Inc. Reports Material Event

Rhea-AI Filing Summary

Momentus Inc. entered into a sales agreement with A.G.P./Alliance Global Partners to sell, at its option, up to $7,350,000 of Class A common stock through an at-the-market program. The shares may be sold from time to time under the companys effective Form S-3 registration statement (File No. 333-290425) and the related prospectus supplement. The filing notes that legal opinion and consent from Bradley Arant Boult Cummings LLP are furnished as exhibits. The report clarifies it is not an offer in any jurisdiction where unlawful.

Positive

• Provides flexible access to up to $7,350,000 in capital through an at-the-market offering
• Uses an effective Form S-3, allowing incremental sales without a new shelf registration
• Includes legal opinion and consent from external counsel, supporting registration validity

Negative

• Potential dilution to existing shareholders if shares are sold under the ATM program
• No stated use of proceeds in the filing, leaving investor intent unspecified

Insights

Securities Capital Markets Analyst

TL;DR This establishes an ATM equity facility of $7.35M under an effective S-3, enabling flexible capital raising with limited immediate dilution.

The agreement provides Momentus with an opportunistic financing tool to raise up to $7.35 million by selling Class A shares into the market via A.G.P./Alliance Global Partners. Use of an at-the-market program under an effective Form S-3 allows the company to sell shares incrementally, matching market conditions and funding needs. The inclusion of counsels opinion and consent is standard and supports the registration of shares. This disclosure is routine but materially enables potential equity issuance.

Corporate Governance / Legal Counsel

TL;DR Standard 8-K reporting of an ATM sales agreement and furnished legal opinion; no unusual legal disclosures are presented.

The filing describes a Sales Agreement and references the companys effective Form S-3 registration statement. The opinion of outside counsel and the related consent are included as exhibits, which satisfies disclosure norms for share registration and issuance. The report explicitly limits offers in jurisdictions where unlawful, aligning with regulatory requirements. No litigation, indemnities, or other atypical legal conditions are disclosed in this notice.

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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

September 30, 2025

Date of Report (date of earliest event reported)

Momentus Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39128	84-1905538
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

3901 N. First Street San Jose, California		95134
(Address of Principal Executive Offices)		(Zip Code)

(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):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
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))

Securities registered pursuant to section 12(g) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock	MNTS	The Nasdaq Stock Market LLC
Warrants	MNTSW	The Nasdaq Stock Market LLC

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 8.01 Other Events

As previously reported, on September 19, 2025, Momentus Inc. (the “Company”), entered into a Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (the “Agent”), pursuant to which the Company may sell, from time to time, at its option, up to $7,350,000 in aggregate principal amount of an indeterminate amount of shares (the “Shares”) of the Company’s Class A common stock, par value $0.00001 per share, through the Agent, as the Company’s sales agent (the “ATM Offering”).

Any Shares to be offered and sold under the Sales Agreement will be issued and sold (i) by methods deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or in negotiated transactions, if authorized by the Company, and (ii) pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-290425) filed with the Securities and Exchange Commission (the “SEC”) on September 22, 2025 (the “Registration Statement”) and declared effective by the SEC on September 30, 2025, and the prospectus supplement relating to the ATM Offering filed with the Registration Statement on September 22, 2025.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares nor shall there be any sale of the Shares in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

The opinion of the Company’s legal counsel, Bradley Arant Boult Cummings LLP, regarding the validity of the Shares is filed as Exhibit 5.1 hereto. This opinion is also filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Description
5.1		Opinion of Bradley Arant Boult Cummings LLP
23.1		Consent of Bradley Arant Boult Cummings LLP (included in Exhibit 5.1)
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:	October 1, 2025	Title:		Chief Financial Officer

FAQ

What did Momentus (MNTS) announce in this 8-K?

Momentus announced a Sales Agreement with A.G.P./Alliance Global Partners to sell up to $7,350,000 of Class A common stock under an at-the-market offering.

How will Momentus sell the shares under the ATM program?

Shares may be sold from time to time as at-the-market offerings or in negotiated transactions under the companys effective Form S-3 registration statement.

Is there a registration statement for these shares?

Yes. The filing references a Form S-3 (File No. 333-290425) that was declared effective and a prospectus supplement filed on September 22, 2025.

Does the 8-K include legal opinions or consents?

Yes. The opinion of Bradley Arant Boult Cummings LLP is filed as Exhibit 5.1, and the firms consent is included as Exhibit 23.1.

Does this 8-K represent an immediate sale of shares?

No. The filing states this report is not an offer to sell nor a solicitation; actual sales will occur only if and when the company elects to sell shares under the agreement.