[8-K] Momentus Inc. Reports Material Event

Rhea-AI Filing Summary

UBS AG is marketing Trigger Autocallable Contingent Yield Notes maturing ~6 July 2028 that are linked to the common stock of General Motors Company (GM). The $1,000-denominated notes are unsubordinated, unsecured debt obligations of UBS AG London Branch. Investors may receive:

• Contingent coupons: set on the trade date at ≥ 13.15% p.a. (paid quarterly) but only when GM’s closing price on the relevant observation date is ≥ 75 % of the initial level (the “coupon barrier”). No coupon is paid for periods in which the barrier is breached.
• Automatic call: if GM’s share price is ≥ 100 % of the initial level on any quarterly observation date before maturity, UBS returns principal plus the coupon then due, and the note terminates.
• Principal repayment at maturity: • If not previously called and GM’s final level ≥ 75 % of the initial level (the “downside threshold”), holders receive full principal.
  • If the final level < 75 %, repayment equals $1,000 × (1 + underlying return). Principal loss is therefore one-for-one with GM’s negative performance below the threshold, down to total loss.

Key commercial terms

• Contingent coupon rate: ≥ 13.15 % p.a. (≥ 3.2875 % quarterly).
• Barrier / Call / Threshold levels: 75 % (barrier & downside) and 100 % (call), all set as percentages of the initial level observed 10 July 2025.
• Trade / settlement dates: 10 Jul 2025 (T) / 15 Jul 2025 (T+3).
• Quarterly observation dates run from 30 Sep 2025 to 30 Jun 2028; maturity 6 Jul 2028.
• Estimated initial value: $936.30–$966.30 (93.6 %–96.6 % of issue price) per note, reflecting underwriting discount ($20), hedging and funding costs.
• The notes will not be listed; secondary liquidity depends solely on the dealer’s willingness to make a market.

Risk highlights

• Market risk: Investors face full downside below the 75 % threshold if the note is not called.
• Coupon risk: No coupons are paid if GM trades < 75 % on an observation date.
• Credit / bail-in risk: All payments rely on UBS AG’s ability to perform and are subject to Swiss resolution powers (FINMA) that could convert or write down the debt.
• Liquidity & valuation: No exchange listing; resale value likely below $1,000 and could be materially less than UBS’s internal valuation.
• Tax treatment: UBS intends to treat the product as a prepaid derivative with ordinary-income coupons; U.S. tax outcomes remain uncertain.

Overall, the notes target investors seeking high conditional income and willing to assume equity, credit and liquidity risk, with no participation in upside beyond coupons.

Positive

• High contingent coupon of at least 13.15 % per annum, well above prevailing fixed-income yields.
• Automatic call at 100 % of initial GM price allows early return of principal plus coupon if the underlying holds its value.
• Contingent principal protection at maturity provided GM closes ≥ 75 % of initial level.

Negative

• Full downside exposure below the 75 % threshold can lead to total loss of principal.
• No participation in GM share upside beyond the fixed coupons; return is capped.
• Credit and bail-in risk: payments depend on UBS AG’s solvency and are subject to FINMA resolution actions.
• Liquidity risk: notes are unlisted; secondary market, if any, may be illiquid and priced below intrinsic value.
• Estimated initial value 3–6 % below issue price, meaning an immediate mark-to-market deficit for investors.

Insights

Structured Products Analyst

TL;DR – High 13 % coupon but full downside below 75 % of GM; standard UBS autocall note, neutral overall impact.

The structure provides an attractive headline yield relative to conventional bonds, but the path-dependent payoff exposes investors to significant equity risk. A 25 % decline in GM at final valuation leads to principal impairment; deeper losses mirror GM’s fall. Automatic call at 100 % means favourable early redemption is possible yet caps total coupon accrual. The estimated initial value indicates a 3–6 % premium is embedded in the $1,000 issue price. From a market standpoint, the offering is routine and small versus UBS’s balance sheet; therefore, it is not materially impactful for either UBS or GM shares. Suitability is limited to yield-seeking investors who can tolerate capital loss and UBS credit risk.

Credit Risk Analyst

TL;DR – Payments rank pari passu with other UBS senior debt; FINMA bail-in powers remain the primary systemic risk.

Because the notes are senior unsecured, recovery hinges on UBS AG’s solvency. The document reiterates Swiss Banking Act provisions allowing FINMA to impose write-downs or debt-to-equity swaps ahead of depositors in a resolution scenario—an explicit risk seldom highlighted in conventional U.S. debt. Investors also shoulder liquidity risk: no listing, dealer market-making discretionary, and bid–offer likely wide, especially if GM underperforms. Given UBS’s current capital profile, default probability appears low, but resolution statutes could still impair holders. Consequently, the credit component adds a negative convexity overlay to the equity exposure, reinforcing the neutral-to-slightly-negative risk/reward profile.

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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

June 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))

☐ 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 1.01. Entry into a Material Definitive Agreement.

On July 1, 2025 (the “Closing Date”), Momentus Inc., a Delaware corporation (the “Company”) consummated a “best efforts” public offering (the “Offering”) of an aggregate of (i) 680,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.00001 per share (the “Common Stock”), (ii) pre-funded warrants (“Pre-Funded Warrants”) to purchase up to 2,156,880 shares of Common Stock (the “Pre-Funded Warrant Shares”), and (iii) warrants (“Common Warrants”) to purchase up to 2,836,880 shares of Common Stock (the “Common Warrant Shares”). Each share of Common Stock, or a Pre-Funded Warrant in lieu thereof, was sold together with an accompanying Common Warrant to purchase one share of Common Stock.

The public offering price for each share of Common Stock and one accompanying Common Warrant was $1.41. The public offering price of each Pre-Funded Warrant and one accompanying Common Warrant was $1.40999, which equals the price at which one share of Common Stock and accompanying Common Warrant was sold to the public in this offering, minus $0.00001. The exercise price of each Pre-Funded Warrant is $0.00001 per share. Each Common Warrant offered in the Offering is exercisable for one share of Common Stock and has an initial exercise price equal to $1.41.

The Company received aggregate gross proceeds from the Offering of approximately $4 million, before deducting placement agent’s fees and other offering expenses. The Company used the proceeds of the offering to repay all amounts owed under that certain Loan Agreement dated May 30, 2025, between the Company and J.J. Astor & Co. in the amount of $1,026,250, and intends to use the remaining proceeds of the Offering for general corporate purposes.

The Securities Offered

Each Pre-Funded Warrant is immediately exercisable for one Pre-Funded Warrant Share at an exercise price of $0.00001 per share and will remain exercisable until the Pre-Funded Warrants are exercised in full.

Each Common Warrant has an exercise price of $1.41 per share and will be immediately exercisable for one Common Warrant Share beginning on the effective date of stockholder approval. Each Common Warrant will expire five years from the date of stockholder approval.

The Shares, Pre-Funded Warrants, and accompanying Common Warrants were issued separately.

The exercise price of the Common Warrants and the Pre-Funded Warrants and number of shares of Common Stock issuable upon exercise will adjust in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events.

The Common Warrants and Pre-Funded Warrants may be exercised on a cashless basis if at any time there is no effective registration statement registering, or no current prospectus is available for, the resale of the Common Warrant Shares with respect to the Common Warrants or Pre-Funded Warrant Shares with respect to the Pre-Funded Warrants.

A holder of the Common Warrants and the Pre-Funded Warrants (together with its affiliates) may not exercise any portion of the Common Warrants or Pre-Funded Warrants to the extent that the holder would own more than 4.99% (or 9.99%, at the election of the holder) of the outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Company, the holder may increase the amount of beneficial ownership of outstanding shares after exercising the holder’s Common Warrants or Pre-Funded Warrants up to 9.99% of the number of the Company’s shares of Common Stock outstanding immediately after giving effect to the exercise.

The Shares, Common Warrants, Common Warrant Shares, Pre-Funded Warrants, and Pre-Funded Warrant Shares were offered and sold by the Company pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-288123) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), that was declared effective on June 30, 2025.

The foregoing does not purport to be a complete description of each of the Common Warrants or the Pre‑Funded Warrants and is qualified in its entirety by reference to the full text of each of such document, which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K (this “Form 8-K”) and incorporated herein by reference.

 

The Securities Purchase Agreement

In connection with the Offering, on June 30, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with a single institutional investor (the “Investor”), pursuant to which the Company agreed not to effect or enter into an agreement to effect any issuance by the Company or any of its subsidiaries of shares of Common Stock or Common Stock equivalents for a period of forty-five (45) days and will not effect or enter into an agreement to effect any issuance by the Company or any of its subsidiaries of shares of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction (as defined in the Purchase Agreement) for a period of three (3) months after the Closing Date, subject to certain exceptions.

 

Pursuant to the Purchase Agreement, each of the Company’s executive officers and directors entered into a lock-up agreement with the Placement Agent (as defined below) providing that each such person, for a period of ninety (90) days from the Closing Date, may not, subject to customary exceptions, offer, issue, sell, transfer or otherwise dispose of the Company’s securities without the prior written consent of the Placement Agent.

 

The Purchase Agreement also contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company or the purchasers in the Offering, other obligations of the parties and termination provisions.

 

The foregoing does not purport to be a complete description of the Purchase Agreement and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

Amendment to Common Stock Purchase Warrants

The Investor is the holder of certain common stock purchase warrants, issued on each of (i) October 24, 2024 (the “October 2024 Warrant”) and (ii) December 18, 2024 (the “December 2024 Warrant” and collectively with the October 2024 Warrant, the “Warrants”) to purchase shares of Common Stock.

 

In connection with the Offering, on June 30, 2025, the Company entered into an amendment to the Warrants (the “Amendment to Common Stock Purchase Warrants”) with the Investor, pursuant to which the exercise price per share of the Common Stock under each Warrant shall be $1.41, subject to adjustment The warrant amendment is effective immediately, and the warrants shall expire on July 1, 2030.

 

The foregoing does not purport to be a complete description of the Amendment to Common Stock Purchase Warrants and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 4.3 to this Form 8-K and incorporated herein by reference.

The Placement Agency Agreement

Also, in connection with the Offering, on June 30, 2025, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.” or the “Placement Agent”), pursuant to which the Placement Agent agreed to act as Placement Agent on a reasonable “best efforts” basis in connection with the Offering. The Company paid the Placement Agent a cash fee equal to 7.0% of the gross proceeds raised in the Offering. In addition, the Company has also agreed to reimburse the Placement Agent for legal expenses incurred by it in connection with the Offering in an amount not to exceed $105,000.

The Placement Agency Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Placement Agent, other obligations of the parties and termination provisions.

The foregoing does not purport to be a complete description of the Placement Agency Agreement and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 1.1 to this Form 8-K and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities

The information set forth under Item 1.01 with respect to the Amendment to Common Stock Purchase Warrants is incorporated by reference into this Item 3.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Description
1.1	Placement Agency Agreement, dated as of June 30, 2025, by and between Momentus Inc. and A.G.P./Alliance Global Partners, as placement agent.
4.1	Form of Common Warrant
4.2	Form of Pre-Funded Warrant
4.3	Amendment to Common Stock Purchase Warrants
10.1	Form of Securities Purchase Agreement
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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:	July 2, 2025	Title:		Interim Chief Financial Officer

FAQ

What is the contingent coupon rate on the UBS Trigger Autocallable Notes?

The rate will be set on 10 Jul 2025 at no less than 13.15 % per annum, paid quarterly if GM’s price meets the coupon barrier.

When will the notes be automatically called?

If on any quarterly observation date before final valuation GM’s closing level is ≥ 100 % of the initial level, UBS calls the notes and repays principal plus the coupon.

How much principal protection do investors have?

Principal is repaid in full only if, at maturity, GM’s final level is ≥ 75 % of the initial level. Below that, losses match GM’s decline.

Can I sell the notes before maturity?

Possibly, but the notes are not listed; secondary liquidity depends on dealers and may be at prices well below $1,000.

What is the credit risk associated with these notes?

They are senior unsecured UBS AG obligations. A UBS default or Swiss FINMA bail-in could result in partial or total loss.

How does the estimated initial value compare with the issue price?

UBS estimates $936.30 – $966.30 per $1,000 note, reflecting underwriting and funding costs; investors pay the full $1,000 issue price.