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  4. [8-K] Momentus Inc. Reports Material Event

Momentus (NASDAQ: MNTS) converts all notes, ends $4M warrant facility

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Momentus Inc. reports that all of its outstanding convertible notes have been fully converted into Class A common stock. The company’s Junior Secured Convertible Note with principal of $1,630,435, originally issued with an 8% original issue discount and a conversion price that adjusted down to $3.927 per share, has been completely converted. Warrants that allowed the investor to purchase up to an additional $4,000,000 in principal amount of similar notes have been terminated. The company states that, as of April 17, 2026, it no longer has any outstanding convertible indebtedness.

Positive

  • All convertible debt eliminated: The company states it no longer has any outstanding convertible indebtedness after converting both secured convertible notes into common stock.
  • Risk of further note issuance removed: Warrants to purchase up to an additional $4,000,000 in principal amount of Junior Secured Convertible Notes have been terminated, limiting future debt-related overhang from this facility.

Negative

  • None.

Insights

Momentus removes all convertible debt, simplifying its capital structure.

The company confirms full conversion of its Junior Secured Convertible Note with $1,630,435 principal and the separate Amended and Restated Secured Convertible Promissory Note into Class A common stock. It also terminates warrants tied to up to $4,000,000 of additional notes.

Eliminating all convertible indebtedness reduces future interest and refinancing pressure and removes a source of potential overhang from additional note issuance. The tradeoff is higher share count from conversions, though specific dilution levels are not detailed in the excerpt.

Subsequent filings that include updated share counts and equity table details will show how these conversions affect ownership and potential future financing capacity.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Junior Secured Convertible Note principal $1,630,435 Aggregate principal amount of note sold September 25, 2025
Original issue discount 8% Discount on Junior Secured Convertible Note at issuance
Original conversion price $19.9206 per share Initial split-adjusted conversion price of the note
Adjusted conversion price $3.927 per share Conversion price after lower-priced common stock issuance
Additional notes warrant capacity $4,000,000 Maximum principal of additional Convertible Notes under AIR Warrants
Note maturity 12 months Maturity of Junior Secured Convertible Note after issue date
Conversion completion date April 17, 2026 Date by which all convertible indebtedness was converted
Junior Secured Convertible Note financial
"that certain Junior Secured Convertible Note having an aggregate principal amount of $1,630,435"
original issue discount financial
"maturing twelve months after the issue date, with original issue discount of 8%"
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
conversion price financial
"originally having a conversion price of $19.9206 on a split-adjusted basis, which conversion price had subsequently adjusted to $3.927"
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
warrants financial
"warrants to purchase up to an additional $4,000,000 in principal amount of additional Convertible Notes (the “AIR Warrants”)"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
convertible indebtedness financial
"As a result, the Company no longer has any outstanding convertible indebtedness."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Momentus Inc. (MNTS) announce in this 8-K filing?
Momentus announced that all of its outstanding secured convertible notes have been fully converted into Class A common stock. It also confirmed termination of warrants that could have led to up to $4,000,000 in additional convertible note issuance.

How much principal was outstanding on Momentus Inc.’s Junior Secured Convertible Note?
The Junior Secured Convertible Note had an aggregate principal amount of $1,630,435. It was issued with an 8% original issue discount, matured twelve months after issuance, and was convertible into Class A common stock at a contractually defined conversion price.

What happened to the AIR Warrants held by Yield Point NY, LLC for MNTS?
The AIR Warrants, which allowed the investor to purchase up to an additional $4,000,000 in principal amount of Junior Secured Convertible Notes, were terminated. Termination occurred after all amounts under the existing Junior Secured Convertible Note were converted into Class A common stock.

What was the conversion price on Momentus Inc.’s Junior Secured Convertible Note?
The note originally had a conversion price of $19.9206 per share on a split-adjusted basis. This conversion price was later adjusted to $3.927 per share after Momentus issued additional Class A common stock at a lower price, triggering a contractual adjustment.

Does Momentus Inc. still have any convertible debt outstanding?
No. Momentus states that, as of April 17, 2026, all amounts under its Junior Secured Convertible Note and its Amended and Restated Secured Convertible Promissory Note have been converted into common stock, so the company no longer has any outstanding convertible indebtedness.

Who was the investor in Momentus Inc.’s Junior Secured Convertible Note?
The investor in the Junior Secured Convertible Note was Yield Point NY, LLC. This investor purchased the note in a private placement and held AIR Warrants tied to up to $4,000,000 in additional principal amount of similar convertible notes before their termination.
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
 
April 17, 2026
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.)

1762 Automation Parkway
San Jose, California
95131
(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 1.02.
Termination of a Material Definitive Agreement.
 
As previously disclosed, on September 25, 2025, Momentus Inc. (the “Company”) sold to Yield Point NY, LLC (the “Investor”) in a private placement (i) that certain Junior Secured Convertible Note having an aggregate principal amount of $1,630,435 (the “Convertible Note”), maturing twelve months after the issue date, with original issue discount of 8% and convertible into shares of Class A common stock of the Company, par value $0.00001 per share (“Common Stock”), originally having a conversion price of $19.9206 on a split-adjusted basis, which conversion price had subsequently adjusted to $3.927 as a result of the Company issuing shares of Common Stock at a lower price, and (ii) warrants to purchase up to an additional $4,000,000 in principal amount of additional Convertible Notes (the “AIR Warrants”).
 
On April 17, 2026, the Company terminated the AIR Warrants as provided therein following the full conversion of all amounts outstanding under the Convertible Note into shares of Common Stock.
 
Also as of April 17, 2026, all amounts outstanding under that certain Amended and Restated Secured Convertible Promissory Note dated September 8, 2025 issued by the Company to Space Infrastructures Ventures, as amended, have been converted into shares of Common Stock. As a result, the Company no longer has any outstanding convertible indebtedness.
 
The material terms of the Convertible Note and the AIR Warrants are described under Item 1.01 in the Company's Form 8-K filed with the Securities and Exchange Commission on September 29, 2025, which description is incorporated by reference herein.
 
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:
April 20, 2026
Title:
Chief Financial Officer

 

Source: View Original Filing on SEC EDGAR

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