Momentus (NASDAQ: MNTS) resets $500K convertible note at $10

Rhea-AI Filing Summary

Momentus Inc. reported that it has exchanged an existing unsecured convertible promissory note held by A.G.P./Alliance Global Partners for a new note on substantially the same terms, keeping the aggregate principal amount at $500,000. The original note, issued on June 30, 2025, was convertible into shares of Class A common stock at a price of $29.8095 per share after a 1‑for‑17.85 reverse stock split on December 17, 2025.

Under the new exchange note dated January 9, 2026, the conversion price has been reset to $10.00 per share of common stock, which means more shares could be issued if the note is converted. The exchange was conducted under the Securities Act exemption in Section 3(a)(9), and the company has filed the new unsecured convertible promissory note as an exhibit.

false000178116200017811622026-01-092026-01-090001781162us-gaap:CommonClassAMember2026-01-092026-01-090001781162mnts:WarrantsMember2026-01-092026-01-09

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

January 9, 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.)

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

As previously disclosed, on June 30, 2025, Momentus Inc., a Delaware corporation (“Momentus”), issued an unsecured convertible promissory note to A.G.P./Alliance Global Partners (“A.G.P.”) in an aggregate principal amount of $500,000 (the “Original Note”). After giving effect to the 1-for-17.85 reverse stock split of the Company’s Class A common stock, par value $0.00001 per share (“Common Stock”), on December 17, 2025, the outstanding principal amount and accrued interest on the Convertible Note is convertible into shares of Common Stock at a conversion price of $29.8095.

On January 9, 2026, Momentus exchanged the Original Note for a new unsecured convertible promissory note to A.G.P. (the “Exchange Note”) on substantially the same terms as the Original Note, including with respect to an aggregate principal amount of $500,000, but with a conversion price of $10.00 per share of Common Stock.

The foregoing description of the Exchange Note does not purport to be complete and is qualified in its entirety by reference to the Exchange Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure contained in Item 1.01 of this Current Report is incorporated by reference in this Item 2.03.

Item 3.03 Unregistered Sales of Equity Securities

The disclosure contained in Item 1.01 of this Current Report is incorporated by reference in this Item 3.02. The issuance of the Exchange Note in exchange for Original Note was made by Momentus pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) of such act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Description
10.1		Unsecured Convertible Promissory Note issued by Momentus Inc. dated January 9, 2026.
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:	January 12, 2026	Title:		Chief Financial Officer

FAQ

What did Momentus Inc. (MNTS) change in its convertible note on January 9, 2026?

Momentus Inc. exchanged its existing unsecured convertible promissory note held by A.G.P./Alliance Global Partners for a new note on substantially the same terms, keeping the principal at $500,000 but changing the conversion price to $10.00 per share of Class A common stock.

What was the previous conversion price on the Momentus (MNTS) convertible note?

After the 1‑for‑17.85 reverse stock split of Momentus’s Class A common stock on December 17, 2025, the original unsecured convertible promissory note was convertible at a price of $29.8095 per share.

How much is the Momentus (MNTS) exchange note issued to A.G.P. worth?

The new unsecured convertible promissory note issued to A.G.P./Alliance Global Partners has an aggregate principal amount of $500,000, the same as the original note it replaced.

What is the new conversion price for the Momentus (MNTS) exchange note?

The exchange note issued on January 9, 2026 is convertible into shares of Momentus Class A common stock at a conversion price of $10.00 per share.

Under what securities law exemption was the Momentus (MNTS) exchange note issued?

The issuance of the exchange note in exchange for the original note was made pursuant to the exemption from registration in Section 3(a)(9) of the Securities Act of 1933, as amended.

Where can investors find the full terms of the Momentus (MNTS) exchange note?

The full terms are contained in the unsecured convertible promissory note filed as Exhibit 10.1, which is incorporated by reference and provides the detailed agreement between Momentus Inc. and A.G.P.