Warrant Inducement Transaction Announced by Momentus
Gross Proceeds Projected to Reach $3.7 Million
A warrant inducement agreement with an existing institutional investor has been announced by commercial space firm Momentus for the immediate exercise of the August 2025 warrants to purchase up to 4,862,058 shares of common stock (the “Existing Warrants”). The Existing Warrants will be exercised at a reduced exercise price of $0.77 for total gross cash proceeds of approximately $3.7 million, before deducting financial advisor fees and other transaction expenses. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes.
In consideration for the immediate exercise in full of the Existing Warrants, the investor will receive in a private placement new December 2025 unregistered warrants to purchase up to 7,293,087 shares of the Company’s Class A common stock (the “New Warrants”). The New Warrants will have an exercise price of $0.77 and will be initially exercisable on the date that stockholder approval of the exercise of the New Warrants is obtained. The New Warrants will expire five years from the date of such approval. The closing of the warrant inducement transaction is expected to occur on or about December 11, 2025, subject to satisfaction of customary closing conditions.
The Company also has agreed that certain existing October 2025 warrants to purchase up to 7,469,607 shares of Class A common stock at an exercise price of $1.43 will be amended such that the warrants will have a reduced exercise price of $0.77 per share. The warrant amendment is subject to stockholder approval, and the warrants shall expire five years from the date stockholder approval is obtained. If stockholder approval is not obtained by the date that is six (6) months following the initial date of issuance of these warrants, then the exercise price of the warrants will automatically be reduced to the Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) of the Class A common stock on the date that is six (6) months following the initial date of issuance of the warrants and the warrants will expire five years following the date that is six (6) months following the initial date of issuance of the warrants.
A.G.P./Alliance Global Partners acted as the exclusive financial advisor in connection with the transaction.
The New Warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act and, along with the common stock issuable upon their exercise, have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. The Company has agreed to file a registration statement with the SEC covering the resale of common stock issuable upon exercise of the New Warrants.