[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 on September 19, 2025, enabling the company to sell, at its option, up to $7,350,000 of Class A common stock through the Agent as an at-the-market offering or in negotiated transactions.

The sales may occur only upon effectiveness of a Form S-3 Registration Statement filed on September 22, 2025, which covers up to $50,000,000 of various securities. The Agent will use commercially reasonable efforts to sell shares per the company’s instructions and will receive a 3.0% commission on gross proceeds. The Company states it cannot assure any shares will be sold under the agreement. The Sales Agreement is attached as Exhibit 1.1 to the filing.

Positive

• At-the-market facility established allowing up to $7,350,000 of Class A common stock to be sold through A.G.P./Alliance Global Partners
• Form S-3 registration effective for up to $50,000,000 of various securities, enabling flexible future offerings

Negative

• Agent commission of 3.0% on gross sales will reduce net proceeds from any share sales
• No assurance that any Shares will be issued or sold under the Sales Agreement

Insights

Financial Analyst

TL;DR: Company gains flexible capital-raising tool but no guarantee of proceeds; modest selling cost of 3.0%.

Momentus secured an at-the-market sales agreement that permits up to $7.35 million of Class A common stock to be offered through A.G.P./Alliance Global Partners, subject to an effective Form S-3 covering up to $50.0 million of securities. This structure provides flexibility to raise equity opportunistically without a fixed underwritten offering, which can be useful for managing liquidity needs or funding operations in smaller tranches. The agreement’s 3.0% commission represents a measurable cost of capital for any shares sold. The filing explicitly notes there is no assurance any shares will be sold, so the immediate balance-sheet impact is contingent on future executions.

Corporate Finance Specialist

TL;DR: ATM facility is a routine capital-market tool; material only if the company elects to sell shares.

The Sales Agreement with A.G.P./Alliance Global Partners formalizes an at-the-market capability, enabling moment-to-moment sales under company-directed parameters. The accompanying Form S-3 registration covering $50 million broadens strategic flexibility for multiple security types, not limited to common stock. From a corporate finance perspective, the agreement is a non-dilutive commitment until executed and provides optionality for capital access. Materiality to investors depends on whether and how rapidly Momentus leverages the facility and at what prices shares would be issued.

false000178116200017811622025-09-192025-09-190001781162mnts:WarrantsMember2025-09-192025-09-190001781162us-gaap:CommonClassAMember2025-09-192025-09-19

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 19, 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 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. If the Company’s public float increases such that it may sell additional amounts under the Sales Agreement and the Registration Statement (as defined below), the Company may file supplements to the prospectus included in the Registration Statement prior to making additional sales.

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, and only upon the effectiveness of, a Registration Statement on Form S-3 filed by the Company with the Securities and Exchange Commission on September 22, 2025 for an offering of up to $50,000,000 of various securities, including shares of the Company’s common stock, preferred stock, debt securities, warrants and/or units for sale to the public in one or more public offerings (the “Registration Statement”).

Subject to the terms of the Sales Agreement, the Agent will use commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions (including any price, time, or size limits or other customary parameters or conditions the Company may impose). The Company cannot provide any assurances that it will issue any Shares pursuant to the Sales Agreement. The Company will pay the Agent a commission of 3.0% of the gross sales price of the Shares sold pursuant to the Sales Agreement, if any. The Company has also agreed to provide the Agent with customary indemnification rights.

The offering of the Shares will terminate upon the earliest of (a) the issuance and sale of all of the Shares by the Agent on the terms and subject to the conditions set forth in the Sales Agreement and (b) the termination of the Sales Agreement by either of the parties thereto.

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 foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, which is attached hereto as Exhibit 1.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Description
1.1		Sales Agreement, dated September 19, 2025, by and between Momentus Inc. and Alliance Global Partners. (incorporated by reference to Exhibit 1.1 to the Company’s Registration Statement on Form S-3 filed on September 22, 2025)
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
		Title:		Chief Financial Officer
Dated:	September 25, 2025

FAQ

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

Momentus disclosed a Sales Agreement with A.G.P./Alliance Global Partners to potentially sell up to $7,350,000 of Class A common stock.

How much can Momentus sell under the Sales Agreement?

The Sales Agreement permits Momentus to sell up to $7,350,000 in aggregate principal amount of Class A common stock.

Is the Sales Agreement contingent on any registration statement?

Yes, sales may occur only upon effectiveness of a Form S-3 Registration Statement filed on September 22, 2025, covering up to $50,000,000 of securities.

Who is the sales agent and what is the fee?

The Agent is A.G.P./Alliance Global Partners, and the company will pay a 3.0% commission on gross sales price of any shares sold.

Does the company guarantee it will sell shares under the agreement?

No. The Company expressly states it cannot provide any assurances that it will issue any Shares pursuant to the Sales Agreement.