Momentus Inc. 8-K

What Happened

• Momentus Inc. announced a securities purchase agreement dated January 5, 2026, and closed a private placement on January 6, 2026, raising approximately $5.0 million in gross proceeds.
• At closing the company issued (i) pre‑funded warrants to purchase 925,926 shares of Class A common stock and (ii) Class A common warrants to purchase 925,926 shares. The offering was handled with a placement agent and announced via a press release (Exhibit 99.1).

Key Details

• Amount raised: ~ $5.0 million gross proceeds (before placement agent fees/expenses).
• Securities issued: 925,926 Pre‑Funded Warrants (exercise price $0.00001; purchase price equals $5.40 less $0.00001) and 925,926 Common Warrants (exercise price $5.40).
• Warrant terms: Pre‑Funded Warrants are exercisable immediately and do not expire until fully exercised; Common Warrants expire 5 years from the “Stockholder Approval Date” and cannot be exercised before that date. Exercise is subject to ownership limits (4.99% cap).
• Registration rights: Momentus must file a resale registration statement covering the registrable securities within 30 days of the Registration Rights Agreement and use commercially reasonable efforts to have it declared effective by the SEC (45 days, or 90 days if the SEC conducts a full review). The company may owe liquidated damages (1.5% per month of the investor’s subscription amount) if resale is blocked for certain extended periods.
• Placement agent compensation: 7.0% cash fee of gross proceeds and warrants to purchase 46,296 shares at $5.94 (exercisable 180 days after offering commencement).
• Use of proceeds & restrictions: Net proceeds are for general corporate purposes (including potential debt repayment, capital expenditures, working capital) and must not be used in violation of the FCPA or OFAC rules. The company agreed to certain short‑term limitations on issuing additional Class A stock or “variable rate” transactions (30‑ to 90‑day limited lockups), with limited exceptions (including an at‑the‑market program and an existing equity purchase agreement).

Why It Matters

• This filing documents a near‑term financing that provides Momentus with about $5M in cash and issues warrants that could dilute existing shareholders if exercised.
• Registration rights mean the investor will generally be able to resell the securities once the company’s registration statement is effective; however, the company faces potential cash penalties if it restricts resale beyond specified periods.
• The placement agent fee and issuance of placement agent warrants are additional costs to consider. Investors should watch for the required registration statement filing and any future exercises of the warrants, which could increase share count and affect share value.