MNTS 8-K: New $1.012M convertible note, $500k replacement note detailed

Rhea-AI Filing Summary

Momentus Inc. (NASDAQ: MNTS) filed an 8-K on 17 June 2025 disclosing two separate financing amendments that materially modify its near-term capital structure and potential share count.

1) Loan Agreement Amendment with J.J. Astor & Co. The original 30 May 2025 facility allows two tranches of US$750,000 each (total US$1.5 million). The 17 June Amendment tweaks the second-tranche mechanics:

• New securities: issuance of a junior secured convertible note for US$1,012,500 plus a warrant for up to 476,470 common shares within three business days after an effective resale shelf.
• Funding conditions: (a) MNTS remains listed on Nasdaq; (b) prior-day closing price ≥ US$1.25; (c) market cap ≥ US$6.7 million; (d) ≥ 50,000 shares traded on both the prior day and 10-day average.
• Revised conversion price: the lesser of US$1.70 or the closing price the day before issuance for both tranche notes.
• “Make-whole” feature: on conversion, the lender receives a cash payment equal to any gap between the conversion price and the lower of (x) spot close or (y) lowest 20-day VWAP; unpaid amounts settle in shares at the same VWAP.
• Equity offering escape: if MNTS prices an equity raise sufficient to repay the Initial Note before the Additional Funding Date, the second note is suspended, the Initial Note is repaid, the lender receives a US$100,000 termination fee and the warrant.
• Shareholder approval: MNTS must call a shareholder meeting within 90 days of issuing the Additional Convertible Note to approve the amended terms.

2) Replacement of A.G.P. Convertible Promissory Note

• The US$1.2 million Original Convertible Note (13 May 2025) will be cancelled when MNTS launches a primary offering.
• MNTS will issue a new US$500,000 convertible note maturing 18 months after issuance at a fixed US$1.67 conversion price.
• Per FINRA Rule 5110(g)(1), the note and any conversion shares are locked up for 180 days.
• MNTS must file one or more resale registration statements (first at company expense) before maturity.

Securities law status: All securities were privately placed under Section 4(a)(2) and Rule 506(b) exemptions.

Investor take-aways: The amendments improve immediate liquidity and reduce the A.G.P. note principal, but introduce additional convertible securities, a make-whole cash obligation, a termination fee, and potential share dilution that hinge on market-price triggers and shareholder approval.

Positive

• Additional liquidity: Amendment unlocks a second US$750,000 tranche, boosting short-term cash resources.
• Reduction of A.G.P. debt: Principal on the existing convertible note decreases from US$1.2 million to US$500,000, lowering debt burden.
• Extended maturity: New A.G.P. note matures 18 months after issuance, providing runway for operational progress.

Negative

• Dilution risk: Issuance of a US$1.012 million convertible note plus 476,470-share warrant and make-whole share settlement could increase share count by >7%.
• Lender-favored economics: Convertible issued at premium to cash received and includes downward-only price protection and termination fee.
• Shareholder approval uncertainty: Deal requires stockholder vote within 90 days; failure could jeopardize financing.
• Listing/price conditions: Funding contingent on maintaining Nasdaq listing and minimum price/volume metrics, adding execution risk.

Insights

Financial Analyst

TL;DR: Financing boosts cash access but lifts dilution overhang; neutral cash-flow impact, watch price/volume triggers.

The Astor amendment provides an incremental US$750k draw plus a US$1.012m convertible note—effectively 35% premium to cash received—suggesting high implied cost of capital. The capped conversion price (≤ US$1.70) and 476k-share warrant materially expand potential float. Assuming full conversion at US$1.25–1.70, incremental shares could reach 0.5–0.8 million, ~7-10% of outstanding, pressuring EPS and voting power. The make-whole clause further raises dilution risk if market price falls. Positive: MNTS secures bridge liquidity without immediate equity issuance and halves the A.G.P. note principal to US$500k, extending maturity to 18 months. Cash outlays include a US$100k termination fee if MNTS pursues an equity raise instead—manageable but additive. Overall, balance-sheet flexibility offsets dilution; impact scored as mixed.

Corporate Governance Expert

TL;DR: Shareholder approval needed; features favor lender, raising governance and dilution concerns.

The amendment embeds several lender-friendly terms—the make-whole payment, downward-only conversion pricing, and an automatic share settlement on cash shortfall—that transfer downside risk to existing shareholders. The requirement to obtain shareholder consent within 90 days underscores materiality; failure could breach covenants or trigger default. The termination fee and issuance of a warrant even if the second tranche is not funded reduce alignment with shareholders. Governance risk heightens given MNTS’s micro-cap status and Nasdaq listing reliance, particularly with strict price/volume thresholds. These factors skew the amendment’s net effect toward negative for common shareholders.

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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 17, 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

Loan Agreement Amendment

As previously disclosed, on May 30, 2025, Momentus Inc. (“Momentus” or the “Company”) entered into a Loan Agreement (the “Loan Agreement”) with J.J. Astor & Co. (the “Lender”) pursuant to which Momentus may borrow up to $1.5 million in two equal tranches of $750,000 (collectively, the “Loan”). On June 17, 2025, the Company and the Lender entered into an Amendment (the “Amendment”) to the Loan Agreement, which, among other things, revised the conditions for the Lender to fund the second tranche under the Loan Agreement in exchange for the Company issuing a junior secured convertible note having an original principal amount of $1,012,500 (the “Additional Convertible Note”) and a warrant (the “Additional Warrant”) to purchase up to 476,470 shares of the Company’s Class A common stock, par value $0.00001 per share (the “Common Stock”) within three business days of the effectiveness of a resale shelf registration statement, to be subject only to the conditions that (a) the Company maintaining its listing on the Nasdaq Stock Market (“Nasdaq”), (b) as of the date of funding of the second tranche (i) the closing trading price with respect to the Common Stock on the prior trading day is not less than $1.25 per share, (ii) the market capitalization of the Common Stock is not less than $6,700,000, and (iii) the trading volume of the Common Stock for the prior trading day and the average trading volume for the prior ten trading days is not less than 50,000 shares of Common Stock, and (c) other customary conditions outside the Lender’s control as provided in the Loan Agreement.

The Amendment also revised the conversion price on both of the convertible notes issued in connection with funding of each tranche of the Loan (the “Convertible Notes”) to be the lesser of (i) $1.70 and (ii) the closing price of the Common Stock on the trading day prior to the issuance of the Additional Convertible Note.

The Amendment further provides for a cash “make-whole” payment at the time of conversion of any amounts owed under the Loan Agreement into Common Stock in an amount per share equal to the difference (if any) between (i) the then-applicable conversion price and (ii) the lower of (x) the closing price of the Common Stock on the date of conversion, or (y) the lowest volume weighted average price of the Common Stock for the twenty trading days immediately prior to the date of issuance of such conversion shares (the “Make-Whole Price”). In the event the Company fails to pay such cash “make-whole” payment, then the Lender will receive shares of Common Stock equal to the amount of the cash “make-whole” payment divided by the Make-Whole Price.

In the event that the Company prices an equity offering prior to the Additional Funding Date (as such term is defined in the Amendment) in an amount sufficient to repay all amounts owed to the Lender under the Initial Note (as such term is defined in the Amendment), then the obligation of the Company to sell the Additional Convertible Note to the Lender shall be suspended and instead the Company shall (a) repay all amounts due under the Initial Note out of the proceeds of such equity offering, (b) pay the Lender a termination fee of $100,000, and (c) issue to the Lender the Additional Warrant.

The Amendment also requires the Company to call a meeting of stockholders within 90 days of the date the Additional Convertible Note is issued to approve the Loan Agreement, as amended, and the related transactions.

Convertible Promissory Note

As previously disclosed, on May 13, 2025, the Company issued to A.G.P./Alliance Global Partners (the “Holder”) a convertible promissory note (the “Original Convertible Note”) in the principal amount of $1,200,000. On June 17, 2025, the Company and the Holder agreed that upon commencement of a primary offering by the Company, the Original Convertible Note will be cancelled and a new convertible note in the principal amount of $500,000 (the “New Convertible Note”) will be issued to the Holder. The New Convertible Note will mature 18 months after issuance and be convertible into shares of Common Stock at a conversion price of $1.67 per share. Pursuant to FINRA Rule 5110(g)(1), neither the New Convertible Note nor any shares issued upon conversion of the New Convertible Note may be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the issuance date of the New Convertible Note. The Company has agreed to file one or more registration statements to register the resale of all securities issuable upon conversion of the New Convertible Note, only one of which shall be at the Company’s expense and demand may be made after issuance until the maturity date.

Item 1.02          Termination of a Material Definitive Agreement

The disclosure contained in Item 1.01 of this Current Report regarding the cancellation of the Original Convertible Note is incorporated by reference in this Item 1.02.

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 3.02          Unregistered Sales of Equity Securities

The information contained above in Item 1.01 of this Current Report on Form 8-K related to the Loan Agreement, the Lender Warrants, the Convertible Notes, and the New Convertible Note (collectively, the “Securities”) is hereby incorporated by reference into this Item 3.02. The Securities were sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506(b) of Regulation D promulgated under the Securities Act as sales to accredited investors and in reliance on similar exemptions under applicable state laws.

Item 9.01          Financial Statements and Exhibits

(d)          Exhibits

Exhibit Number		Exhibit Description
10.1		Amendment to Loan Agreement and Registration Rights Agreement, dated June 17, 2025, by and between Momentus Inc. and J.J. Astor & Co. (as incorporated by reference to Exhibit 10.37 to the Company’s Registration Statement on Form S-1/A filed with the SEC on June 18, 2025).
10.2		Letter Agreement, dated June 17, 2025, by and between Momentus Inc. and A.G.P./Alliance Global Partners amending that certain Convertible Promissory Note dated May 13, 2025 by and between Momentus Inc. and A.G.P./Alliance Global Partners (as incorporated by reference to Exhibit 10.39 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 18, 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
Dated:	June 20, 2025	Title:		Interim Chief Financial Officer

FAQ

What new securities did Momentus (MNTS) issue under the loan amendment?

Momentus will issue a US$1,012,500 junior secured convertible note and a warrant for up to 476,470 common shares as part of the second tranche.

What is the revised conversion price for the convertible notes?

Both tranche notes convert at the lower of US$1.70 or the closing price on the trading day before the Additional Convertible Note is issued.

How does the new A.G.P. convertible note differ from the original?

The original US$1.2 million note will be cancelled; a US$500,000 note maturing in 18 months at a US$1.67 conversion price will replace it.

What market conditions must be met for the second loan tranche funding?

MNTS must remain on Nasdaq, have a prior-day share price ≥ US$1.25, market cap ≥ US$6.7 million, and trading volume ≥ 50,000 shares.

Does the amendment require shareholder approval?

Yes. Momentus must call a stockholder meeting within 90 days of issuing the Additional Convertible Note to approve the amended loan terms.

What is the make-whole provision mentioned in the filing?

On conversion, MNTS pays cash equal to any gap between the conversion price and the lower of spot close or 20-day VWAP; if unpaid, the lender receives shares instead.