{"url_path":"/sec/mntsw/8-k/2026-06-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1781162/0001140361-26-025252-index.html","accession_number":"0001140361-26-025252","cik":"0001781162","ticker":"MNTS","issuer_name":"Momentus Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1781162/0001140361-26-025252-index.html","primary_entity_key":"0001781162","primary_entity_name":"Momentus Inc."},"word_count":659,"has_tables":true,"body_markdown":"Item 1.01\n\nEntry into a Material Definitive Agreement.\n\nOn June 15, 2026 (the “Closing Date”), Momentus Inc., a Delaware corporation (the “Company”) consummated a registered direct offering (the “Offering”) of an aggregate\nof 1,851,852 shares (the “Shares”) of Class A common stock, par value $0.00001 per share (the “Common Stock”). The price for each Share was $13.50.\n\nThe Company received aggregate gross proceeds from the Offering of approximately $25.0 million, before deducting placement agents’ fees and other offering expenses.\nThe Company intends to use the proceeds of the Offering for general corporate purposes.\n\nThe Shares were offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333‑296218), which was declared effective by the U.S.\nSecurities and Exchange Commission (the “SEC”) on June 4, 2026. The Company filed a prospectus supplement on June 15, 2026 with the SEC in connection with the offer and sale of the Shares in the Offering. The legal opinion of Bradley Arant Boult\nCummings LLP relating to the Shares issued in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.\n\nThe Securities Purchase Agreement\n\nIn connection with the Offering, on June 11, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with multiple institutional\ninvestors (collectively, the “Investors”), pursuant to which the Company agreed not to effect or enter into an agreement to effect any issuance by the Company or any of its subsidiaries of shares of Common Stock or Common Stock equivalents for a\nperiod of ten (10) days after the Closing Date and will not effect or enter into an agreement to effect any issuance by the Company or any of its subsidiaries of shares of Common Stock or Common Stock Equivalents (or a combination of units thereof)\ninvolving a Variable Rate Transaction (as defined in the Purchase Agreement) for a period of thirty (30) days after the Closing Date, subject to certain exceptions.\n\nPursuant to the Purchase Agreement, each of the Company’s executive officers and directors entered into a lock-up agreement with the Placement Agent (as defined below)\nproviding that each such person, for a period of thirty (30) days from the Closing Date, may not, subject to customary exceptions, offer, issue, sell, transfer or otherwise dispose of the Company’s securities without the prior written consent of\nthe Placement Agent.\n\nThe Purchase Agreement also contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations\nof the Company or the purchasers in the Offering, other obligations of the parties and termination provisions.\n\nThe foregoing does not purport to be a complete description of the Purchase Agreement and is qualified in its entirety by reference to the full text of such document,\nwhich is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.\n\nThe Placement Agency Agreement\n\nAlso, in connection with the Offering, on June 11, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with A.G.P./Alliance\nGlobal Partners (“A.G.P.” or the “Placement Agent”), pursuant to which the Placement Agent agreed to act as Placement Agent on a reasonable “best efforts” basis in connection with the Offering. As part of its compensation for acting as Placement\nAgent for the private placement, the Company paid the Placement Agent a cash fee of 7.0% of the aggregate gross proceeds and issued to the Placement Agent warrants to purchase 92,592 shares of Common Stock (the “Placement Agent Warrants”) at an\nexercise price of $14.85 per share, which are exercisable 180 days from the date of commencement of sales of the Offering and expire five years from such date.\n\nThe above summary of the Placement Agency Agreement and the Placement Agent Warrants does not purport to be complete and is qualified in its entirety by reference to\nsuch applicable agreements, copies of which are attached as Exhibits 1.1 and 4.1 to this Current Report on Form 8-K and incorporated herein by reference."}