Momentus Inc. 8-K Filings

Momentus Inc. replaced its independent auditor, dismissing Frank, Rimerman + Co. LLP effective August 11, 2026, and appointing Baker Tilly US, LLP after executing an engagement agreement on August 12, 2026. The audit committee approved both actions.

Frank, Rimerman’s opinions on the 2025 and 2024 financial statements contained no adverse or disclaimed opinions and were not qualified on accounting principles or audit scope, although the 2024 report included an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern. The company reports no disagreements with Frank, Rimerman and no reportable events other than a previously disclosed material weakness in internal control over financial reporting, related to misclassification errors, which the company states was remediated as of December 31, 2025 through control enhancements and monitoring.

Momentus Inc. disclosed that it can sell up to $75 million of its Class A common stock through A.G.P./Alliance Global Partners under an at-the-market, or ATM, equity program. Any future sales will be made under its effective Form S-3 shelf registration and a related prospectus supplement filed on June 18, 2026.

The filing also includes a legal opinion from Bradley Arant Boult Cummings LLP on the validity of the shares, which is incorporated by reference into the registration statement.

Momentus Inc. completed a registered direct offering of 1,851,852 shares of Class A common stock at $13.50 per share, raising approximately $25.0 million in gross proceeds. The company plans to use the cash for working capital and general corporate purposes.

The shares were issued off an effective Form S-3 shelf, with A.G.P./Alliance Global Partners acting as placement agent. Momentus agreed to short-term restrictions on additional equity issuance and its executives and directors signed 30-day lock-up agreements. A.G.P. received cash fees and equity warrants as compensation.

Momentus Inc. entered into securities purchase agreements with institutional investors for a private placement of 2,173,420 shares of common stock at $8.50 per share and pre-funded warrants to buy up to 768,580 additional shares, for expected gross proceeds of about $25 million. The deal, priced at-the-market under Nasdaq rules, is expected to close around May 28, 2026 and will be used for working capital, research and development, strategic initiatives and other general corporate purposes. After this financing and existing capital, the company reports about $76 million in cash, cash equivalents and short-term investments. The company also issued placement agent warrants and agreed to register the resale of the new securities under detailed timing and penalty provisions.

Momentus Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders elected Chris Hadfield and John C. Rood as directors, each receiving around 890,000 votes in favor, to serve until the 2029 annual meeting.

They ratified Frank, Rimerman + Co. LLP as the independent registered public accounting firm for the 2026 fiscal year, with over 2.25 million votes for. Stockholders approved amendments to the 2021 Equity Incentive Plan, including increasing shares available for issuance and raising the annual evergreen percentage, and supported executive compensation in an advisory say‑on‑pay vote.

Investors also backed holding future say‑on‑pay votes every three years, with the three‑year option receiving the most support.

Momentus Inc. released a shareholder letter and press release outlining sharp expected growth and a stronger balance sheet. The company forecasts $10.0 million in 2026 revenue, a roughly 9x increase from $1.1 million in 2025, largely from milestone payments on existing NASA and defense contracts.

As of April 23, 2026, Momentus held $26.2 million in cash, up from $12.8 million at 2025 year-end, and reports having no outstanding debt after retiring $1.35 million of convertible notes. A recent private placement raised about $5 million through the sale of 1,333,334 shares or equivalents.

The letter highlights successful launch and operation of the Vigoride 7 orbital service vehicle with 10 payloads, a sold-out Vigoride 8 mission planned for 2027, and active contracts including approximately $4.2 million with DARPA and $1.9 million with SpaceWERX. Momentus has expanded into a 61,100‑square‑foot San Jose facility to support growing demand from defense and NASA programs.

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.

Momentus Inc. entered into a private placement with an institutional investor for 1,333,334 shares of common stock or equivalents at $3.75 per share, raising approximately $5 million in gross proceeds. The structure includes 450,000 common shares and Pre-Funded Warrants for up to 883,334 additional shares.

The company plans to use net proceeds for working capital, debt repayment, capital spending and general corporate purposes. The investor receives Pre-Funded Warrants with a $0.00001 exercise price and a 9.99% beneficial ownership cap, while placement agent A.G.P. earns a 7.0% cash fee and warrants for 66,666 shares at $4.125 per share.

Momentus agreed to strict limitations on additional equity issuance, variable-rate transactions and new registration statements for defined periods, and must promptly register the resale of the securities or pay monthly liquidated damages of 1.5% of the investor’s subscription amount if resale is blocked beyond specified time limits.

Momentus Inc. furnished a press release describing early successes in its Vigoride-7 orbital service mission following deployment from SpaceX’s Transporter-16 ride-share.

Vigoride-7 powered on autonomously, deployed solar arrays, established two-way communications, and passed key system checks, setting up a planned orbit-lowering maneuver and subsequent payload operations.

Momentus Inc. reports that its Board approved a temporary reduction in the conversion price of its Junior Secured Convertible Promissory Note held by Yield Point NY LLC. As of February 20, 2026, the note had an outstanding principal balance of approximately $1.6 million.

The conversion price is being reduced from $19.9206 per share of Class A common stock to $5.28 per share, applicable to up to 81,555 shares. This lower price applies during the period from February 20, 2026 until March 25, 2026, or until all 81,555 shares are issued upon conversion, whichever occurs first, unless the company extends the offer.

Momentus Inc. reported the results of its 2026 Special Meeting of Stockholders held on February 6, 2026. Stockholders approved several proposals allowing the company to issue Class A common stock under existing Convertible Notes and Warrants, an Equity Line of Credit and related pre-funded warrants, and various Inducement Warrants, including warrants issued in October 2025, December 2025 and January 2026.

The Convertible Notes and Warrants Proposal passed with 8,382,509 votes for and 317,830 against, and similar margins supported the other issuance-related proposals. An Adjournment Proposal was also approved. However, a proposal to increase authorized Class A common stock from 250,000,000 to 260,000,000 shares, the Share Increase Proposal, did not receive approval despite 14,445,976 votes in favor and 941,345 against.

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.

Momentus Inc. entered into a Securities Purchase Agreement for a private placement of pre-funded and common stock warrants, raising approximately $5 million in gross proceeds. The company issued Pre-Funded Warrants and Common Warrants to purchase 925,926 shares each of Class A common stock, with the pre-funded instruments carrying a de minimis exercise price of $0.00001 per share and the Common Warrants priced at $5.40 per share and expiring five years after stockholder approval. Net proceeds are intended for general corporate purposes, including possible debt repayment, capital spending and working capital.

The warrants include a 4.99% beneficial ownership cap and are supported by a Registration Rights Agreement that requires Momentus to file and have declared effective a resale registration statement within specified deadlines, with 1.5% monthly cash liquidated damages if certain resale-blocking events occur. For placement services, Momentus paid a 7.0% cash fee on gross proceeds and issued the placement agent warrants to purchase 46,296 shares at $5.94 per share.

Momentus Inc. approved a 1-for-17.85 reverse stock split of its Class A common stock to help satisfy Nasdaq’s $1.00 minimum bid price requirement for continued listing. The split will be effective as of 5:00 p.m. Eastern Time on December 17, 2025, with MNTS shares beginning to trade on a split-adjusted basis on December 18, 2025.

Each stockholder’s shares will be automatically consolidated so that every 17.85 pre-split shares become one post-split share, with fractional amounts rounded up to a whole share. As of December 1, 2025, 24,939,640 shares of common stock were outstanding; after the split, this will be approximately 1,397,179 shares, while ownership percentages and voting power remain virtually unchanged. All outstanding options, warrants, convertible securities and equity plan awards will be adjusted proportionally, and the company also disclosed it has cancelled its 2025 Special Meeting of Stockholders due to lack of quorum.

Momentus Inc. entered a warrant inducement agreement with a holder on December 9, 2025. The holder agreed to exercise existing warrants for 4,862,058 shares of common stock at an exercise price of $0.77 per share, reduced from $1.11, providing Momentus with approximately $3.74 million in gross proceeds before fees.

In return, Momentus will issue new inducement warrants to purchase up to 7,293,087 shares at $0.77, exercisable after required stockholder approval and expiring five years after that approval date. The company also agreed, subject to stockholder approval, to lower the exercise price of other existing warrants for up to 7,469,607 shares from $1.43 to $0.77. Momentus engaged A.G.P./Alliance Global Partners as financial advisor, will pay related fees, and expects to use net proceeds for general corporate purposes.

Momentus Inc. reported that its 2025 Special Meeting of Stockholders, called to order on November 24, 2025, could not proceed because there were not enough shares of common stock present or represented by proxy to reach a quorum. As a result, the company adjourned the meeting and rescheduled it as a Reconvened Special Meeting for December 15, 2025 at 9:00 a.m. Pacific Time, to be held at the same virtual location, www.virtualshareholdermeeting.com/MNTS2025SM2.

Stockholders of record as of October 28, 2025 will still be eligible to participate and vote. Valid proxies already submitted remain effective for the Reconvened Special Meeting unless they are properly changed or revoked before votes are taken, giving stockholders more time to review and act on the proposals described in the company’s definitive proxy statement filed on October 29, 2025.

Momentus Inc. (MNTS) entered a warrant inducement agreement that led a holder to exercise existing warrants for cash, providing approximately $7,000,000 in gross proceeds. The holder exercised (i) March warrants for 2,142,858 shares at $1.43 per share and (ii) July warrants for 2,836,880 shares at $1.41 per share. The March warrants’ exercise price was reduced from $2.00 to $1.43, matching the October 13, 2025 closing price.

In return, Momentus will issue new inducement warrants to purchase up to 7,469,607 shares at an exercise price of $1.43 per share, exercisable on or after the date of required stockholder approval under Nasdaq rules, and expiring five years after that approval date. The company plans to file a registration statement within 30 days of October 14, 2025 to register the resale of the inducement warrant shares. A beneficial ownership cap limits exercises to 4.99% (or, at the purchaser’s election, 9.99%).

Momentus will pay A.G.P. approximately $494,500 in fees and up to $35,000 for legal expenses, and expects to use net proceeds for general corporate purposes.

Momentus Inc. reported that NASA has selected the company for two new technology demonstration contracts. The company received a $5.1 million award from NASA’s Flight Opportunities program to support the Commercial Orbital System for Microgravity In-Space Crystallization, a mission focused on crystallization experiments in microgravity.

Momentus also received a separate $2.5 million contract from NASA’s Armstrong Flight Research Center to demonstrate a new thruster in orbit called the Rotating Detonation Rocket Engine. Both contracts highlight NASA’s engagement with Momentus’ in-space transportation and propulsion capabilities and are detailed in press releases attached as exhibits to the report.

Momentus Inc. filed an 8-K reporting that on September 30, 2025 it entered into multiple agreements with Baker & McKenzie LLP. The filing lists a Pre-Funded Common Stock Purchase Warrant, a General Release and Settlement Agreement, a Securities Purchase Agreement, and a Registration Rights Agreement, each dated September 30, 2025. Together these exhibits indicate the company and Baker & McKenzie documented a securities issuance framework and a release/settlement between the parties. The filings are presented as exhibits; the 8-K does not disclose monetary amounts, share counts, or further financial terms in the excerpt provided.

Momentus Inc. entered into a sales agreement with A.G.P./Alliance Global Partners to sell, at its option, up to $7,350,000 of Class A common stock through an at-the-market program. The shares may be sold from time to time under the companys effective Form S-3 registration statement (File No. 333-290425) and the related prospectus supplement. The filing notes that legal opinion and consent from Bradley Arant Boult Cummings LLP are furnished as exhibits. The report clarifies it is not an offer in any jurisdiction where unlawful.

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.

Momentus Inc. held a Special Meeting of Stockholders where all seven proposals were approved. Stockholders authorized the Board to implement a reverse stock split of the Class A common stock at a ratio between 1-for-5 and 1-for-17.85, giving the Board flexibility to adjust the share count. They also approved several proposals required by Nasdaq listing rules that permit the issuance of Class A common stock upon exercise of various existing warrants, inducement warrants, convertible notes and related warrants, and lender warrants, as well as in connection with a debt settlement agreement. These approvals clear the way for potential future equity issuances tied to existing financing and settlement arrangements.

Momentus Inc. entered a warrant inducement agreement on August 13, 2025 under which a holder agreed to exercise its existing warrants for cash to purchase 2,431,029 shares at an exercise price of $1.11 per share, generating approximately $2.7 million in gross proceeds before fees and expenses. The exercised warrants had previously been split between exercisable tranches at $1.41 (1,157,143 warrants) and $3.80 (1,273,886 warrants).

In return, the company agreed to issue inducement warrants to purchase up to 4,862,058 shares (200% of the shares issued on exercise) at an exercise price of $1.11, subject to stockholder approval and customary adjustment and ownership limitations (4.99% beneficial ownership cap). Momentus retained A.G.P. as financial advisor with fees of approximately $188,890 and up to $35,000 in reimbursed legal expenses, and expects to use net proceeds for general corporate purposes. The company will file a registration statement for resale of the inducement warrant shares within 30 days of August 12, 2025.

Momentus Inc. (MNTS) reported in an 8-K the appointment of Lon Ensler as Chief Financial Officer effective August 1, 2025; the company announced the appointment on August 6, 2025. Mr. Ensler has served as Interim CFO since April 2, 2024 and currently serves as the company’s principal financial officer and principal accounting officer.

His Employment Agreement provides an annual base salary of $375,000, an initial target cash bonus equal to 50% of base salary, and eligibility for restricted stock units representing 1% of the company’s outstanding shares with 25% vesting on each of the first four anniversaries. Severance includes accrued benefits, six months’ base salary plus the annual cash bonus prorated, and accelerated RSU vesting. The full Employment Agreement is filed as Exhibit 10.1.

Momentus (NASDAQ:MNTS) filed an 8-K announcing it has regained compliance with Nasdaq's minimum stockholders' equity requirement for continued listing on The Nasdaq Capital Market. The company received confirmation from the Nasdaq Hearings Panel on June 24, 2025, following their successful execution of a compliance plan that was initiated after receiving a delisting warning in January 2025.

The Panel had previously granted MNTS until April 15, 2025, to meet the Equity Rule requirements. The company had indicated its belief in achieving compliance by the deadline, which has now been officially confirmed by Nasdaq.

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.