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
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to section 12(g) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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. ☐
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Item 7.01
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Regulation FD Disclosure.
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On September 11, 2023, Momentus Inc. (the “Company”) issued a press release announcing the closing of a previously announced registered
direct issuance and sale of (i) an aggregate of 210,000 shares of the Company’s Class A common stock, par value $0.00001 per share (the “Class A Stock”), at a purchase price of $7.43 per share, (ii) in lieu of Class A Stock, at the election of the
Investor, pre-funded warrants to purchase 462,948 shares of Class A Stock, at a purchase price of $7.43 per Pre-Funded Warrant less the exercise price per Pre-Funded Warrant, (iii) Series A warrants to purchase 672,948 shares of Class A Stock, and
(iv) Series B warrants to purchase 672,948 shares of Class A Stock. In connection with the Offering, the Company also amended the terms of certain warrants to purchase 231,321 shares of Class A Stock in order to modify the exercise price and
expiration date.
A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.
This information and the information contained in Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of
the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth
by specific reference in any such filing, regardless of any general incorporation language in the filing.
The Company does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in its expectations or
any change in events, conditions, or circumstances on which any forward-looking statement is based.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit Number
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Exhibit Description
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Press Release, dated September 11, 2023, issued by Momentus Inc.
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104
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Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
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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.
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By:
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/s/ Paul Ney
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Name:
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Paul Ney
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Dated:
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September 11, 2023
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Title:
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Chief Legal Officer
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Exhibit 99.1
Momentus Announces Closing of $5.0 Million Registered Direct Offering
Priced At-the-Market Under Nasdaq Rules
SAN JOSE, Calif., September 11, 2023–Momentus Inc. (NASDAQ:
MNTS) (“Momentus” or the “Company”), a U.S. commercial space company that offers satellite buses, transportation, and other in-space infrastructure
services, today announced that it has closed its previously announced registered direct offering priced at-the-market under Nasdaq rules with a single institutional investor for the purchase and sale of 672,948 shares of common stock (or
common stock equivalents in lieu thereof) at a purchase price of $7.43 per share, resulting in total gross proceeds of approximately $5.0 million before deducting placement agent commissions and other estimated offering expenses. The Company further
agreed to issue to the investor Series A warrants to purchase up to an aggregate of 672,948 shares of common stock and Series B warrants to purchase up to an aggregate of 672,948 shares of common stock. The Series A and Series B warrants have an
exercise price of $7.18, are exercisable immediately and expire after five years and one year, respectively.
A.G.P./Alliance Global Partners acted as the sole placement agent for the offering.
This offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No 333-267230) previously filed with the U.S.
Securities and Exchange Commission (the “SEC”). A final prospectus supplement describing the terms of the proposed offering has been filed with the SEC and is available on the SEC's website located at http://www.sec.gov. Electronic copies of the
prospectus supplement may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.
The Company also has agreed that certain existing warrants to purchase up to an aggregate of 231,321 shares at an exercise price of $57.50 per share and a
termination date of August 27, 2028 have been amended, so that the amended warrants will have a reduced exercise price of $7.18 per share and a termination date of September 11, 2028.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these
securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Momentus
Momentus is a U.S. commercial space company that offers commercial satellite buses and in-space infrastructure services including in-space transportation, hosted payloads, and other in-orbit services.
Forward-Looking Statements
This press release contains certain statements which may constitute “forward-looking statements” for purposes of the federal securities laws.
Forward-looking statements include, but are not limited to, statements regarding the expected closing of the offering and fulfillment of customary closing conditions, Momentus or its management team’s expectations, hopes, beliefs, intentions or
strategies regarding the future, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, and are not guarantees of future performance. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Momentus’ control. Many factors could cause actual future events to differ materially from the
forward-looking statements in this press release, including but not limited to risks and uncertainties included under the heading “Risk Factors” in the Annual Report on Form 10-K filed by the Company on March 8, 2023, as such factors may be updated
from time to time in our other filings with the Securities and Exchange Commission (the “SEC”), accessible on the SEC’s website at www.sec.gov and the Investor
Relations section of our website at investors.momentus.space. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the
Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
View source version on businesswire.com: https://www.businesswire.com/news/home/20230823001461/en/
Contacts
Momentus Contacts
Investors:
investors@momentus.space
Media:
press@momentus.space