MNTSW · Momentus Inc.

Momentus Inc. executed a material definitive agreement via the Securities Purchase Agreement dated April 14, 2026, with an unnamed institutional investor for a private placement that closed on April 15, 2026. The transaction involved issuing 450,000 shares of Class A common stock at $3.75 per share alongside pre-funded warrants covering 883,334 additional shares, generating approximately $5 million in gross proceeds before deducting 7% placement agent commissions to A.G.P./Alliance Global Partners and other expenses. The pre-funded warrants carry a nominal $0.00001 exercise price, are immediately exercisable without expiration until fully exercised, and include a standard 9.99% beneficial ownership blocker to comply with securities regulations. The placement agent received warrants for 66,666 shares exercisable at $4.125 starting 180 days from issuance. Strategically, the net proceeds bolster Momentus's liquidity for general corporate needs, explicitly including potential debt repayment, capital expenditures, and working capital amid its space infrastructure operations. Protective covenants limit new equity issuances for 30 days post-registration effectiveness (with limited exceptions like at-the-market offerings after 15 days) and prohibit variable rate transactions for 90 days thereafter, signaling investor preference for capital structure stability. The Registration Rights Agreement mandates a resale registration statement filing within 7 trading days, with effectiveness targeted within 15-45 days depending on SEC review, and includes liquidated damages of 1.5% monthly on subscription amounts for delays exceeding specified thresholds. Press releases on April 14 and 16 announced pricing and closing, respectively, fulfilling Regulation FD requirements. This financing provides critical non-dilutive runway extension while imposing near-term issuance restrictions that could impact future capital raising flexibility.