Momentus Inc. 8-K

What Happened

• Momentus Inc. announced a First Amendment (dated December 23, 2025) to its Equity Purchase Agreement with Yield Point NY LLC (original EPA dated September 25, 2025).
• The amendment replaces the prior fixed purchase price of $1.24 per share for shares issuable upon delivery of a put notice with a variable price equal to 94% of the lowest trading price of Momentus Class A common stock during the three consecutive trading days beginning on the date the put notice is delivered.
• The amendment also revises the maximum number of shares that can be delivered on a put to a formula that caps supply based on recent trading volume and price.

Key Details

• Amendment date: December 23, 2025; original EPA date: September 25, 2025.
• New purchase price: 94% of the lowest trading price during the 3 consecutive trading days starting on the put date (replaces $1.24 fixed price).
• New per-put share cap: the lesser of (a) 75% of average daily trading volume on Nasdaq over the prior 5 trading days, (b) 25% of trading volume on Nasdaq on the put date up to the time of the put, and (c) shares equal to 800,000 divided by the last closing price on the put date (rounded).
• The rest of the Equity Purchase Agreement remains unchanged; the amendment is filed as Exhibit 10.1 to the Form 8-K.

Why It Matters

• The amendment ties the share purchase price to the market price (94% of a short trading window) instead of a fixed $1.24, and it sets formulaic limits on how many shares can be delivered on a put.
• For investors, these changes affect the mechanics of potential share issuances under the EPA and therefore impact possible dilution and the company’s ability to raise equity through this arrangement.