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Subsequent Events | 12 Months Ended
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Dec. 31, 2024
Subsequent Events [Abstract] |
Subsequent Events | Note 17. Subsequent Events Change in Chief Legal Officer On January 27, 2025, Paul Ney, the Chief Legal Officer and Corporate Secretary of the Company, tendered his resignation effective as of January 28, 2025, to join the Trump Administration and serve as the Deputy Counsel to the President for National Security Affairs and National Security Council Legal Advisory. Jon Layman replaced Mr. Ney as Momentus Chief Legal Officer and Corporate Secretary on February 14, 2025. February 2025 Public Offering On February 11, 2025, the Company consummated a “best efforts” public offering (the “February 2025 Offering”) of an aggregate of (i) 300,000 shares (the “February 2025 Shares”) of Class A common stock, (ii) 973,886 pre‑funded warrants (“February 2025 Pre-Funded Warrants”) to purchase up to 973,886 shares of Class A common stock (the “February 2025 Pre-Funded Warrant Shares”), and (iii) 1,273,886 Common Stock purchase warrants (“February 2025 Common Warrants”) to purchase up to 1,273,886 shares of Class A common stock (the “Common Warrant Shares”). Each share of Class A common stock, or a February 2025 Pre-Funded Warrant in lieu thereof, was sold together with an accompanying February 2025 Common Warrant to purchase one share of Class A common stock. The public offering price for each share of Class A common stock and one accompanying Common Warrant was $3.92499. The public offering price of each Pre-Funded Warrant and one accompanying Common Warrant was $3.925, which equals the price at which one share of Common Stock and accompanying Common Warrant was sold to the public in this offering, minus $0.00001. The exercise price of each Pre-Funded Warrant is $0.00001 per share. Each Common Warrant offered in the February 2025 Offering is exercisable for one share of Common Stock and has an initial exercise price equal to $3.80. The Company received aggregate gross proceeds from the February 2025 Offering of approximately $5 million, before deducting placement agent’s fees and other offering expenses. The Company intends to use the proceeds of the February 2025 Offering for general corporate purposes. In connection with the February 2025 Offering, the Company entered into a securities purchase agreement (the “February 2025 Purchase Agreement”) with a single institutional investor (the “Investor”), 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 period of thirty (30) days 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) involving a Variable Rate Transaction (as defined in the Purchase Agreement) for a period of six (6) months after the Closing Date, subject to certain exceptions. Also in connection with the February 2025 Offering, the Company entered into an amendment to the September, October, and December Warrants with the Investor, pursuant to which the exercise price per share of the Common Stock under each Warrant shall be $3.80, subject to adjustment. 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 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. Additionally, in connection with the February 2025 Offering, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global 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 February 2025 Offering. The Company paid the Placement Agent a cash fee equal to 7.0% of the gross proceeds raised in the February 2025 Offering. In addition, the Company has also agreed to reimburse the Placement Agent for legal expenses incurred by it in connection with the February 2025 Offering in an amount not to exceed $95,000 and up to $10,000 for certain reasonable non-accountable fees and expenses. In addition, the Placement Agent will receive warrants (the “Placement Agent Warrants”) to purchase such number of shares of Common Stock equal to 5.0% of the aggregate number of shares of Common Stock sold in the February 2025 Offering, or an aggregate of 63,694 shares of Common Stock. The Placement Agent Warrants will have substantially the same terms as the Common Warrants, except that the Placement Agent Warrants will have an exercise price of $4.3175 per share (representing 110% of the offering price per share of Common Stock and accompanying Common Warrant) and will expire five years from the commencement of the sales pursuant to the February 2025 Offering. Secured Convertible Promissory Note-Conversion Price Reduction On July 12, 2024, the Company entered into a Secured Convertible Promissory Note (the “July Convertible Note”) with Space Infrastructures Ventures, LLC (“SIV”) which as of March 3, 2025 had a net carrying value of approximately $1.4 million. On March 3, 2025, the Board of Directors of the Company approved a reduction in the conversion price for the July Convertible Note from $7.41 per share to $2.12 per share during the period beginning on March 3, 2025 and continuing until there are no further obligations outstanding under the July Convertible Note. Warrant Inducement Agreement On March 20, 2025, the Company entered into a warrant inducement agreement (the “Inducement Agreement”) with a holder (the “Holder”) of existing warrants (the “Existing Warrants”) to purchase shares of Class A common stock, par value $0.00001 per share, of the Company. Pursuant to the Inducement Agreement, the Holder agreed to exercise for cash on March 21, 2025. Existing Warrants to purchase an aggregate of 1,071,429 shares of the Company’s Class A common stock at an exercise price of $1.93 per share, which was the closing price of the Class A common stock on the Nasdaq Capital Market as of the close of trading on March 20, 2025. Prior to entering into the Inducement Agreement, the Existing Warrants would have been immediately exercisable at an exercise price of $3.80 per share. The Company will receive aggregate gross proceeds of approximately $2.07 million from the exercise of the Existing Warrants before deducting financial advisory fees and other expenses payable by the Company. In consideration of the Holder’s agreement to exercise the Existing Warrants in accordance with the Inducement Agreement, the Company agreed to issue new warrants (the “Inducement Warrants”) to purchase up to 2,142,858 shares of Class A common stock, which is equal to 200% of the number of shares of Class A common stock issued upon exercise of the Existing Warrants (the “Inducement Warrant Shares”). The Company agreed in the Inducement Agreement to file a registration statement on Form S-1 within 30 days of March 20, 2025, providing for the resale of the Inducement Warrant Shares by the holders of the Inducement Warrant Shares. The Company engaged A.G.P./Alliance Global Partners (“A.G.P.”) to act as its financial advisor in connection with the transactions summarized above and will pay A.G.P. an aggregate fee equal to approximately $145,000 in connection with the transactions contemplated by the Inducement Agreement and reimburse A.G.P. for certain accountable legal expenses incurred by A.G.P. in connection with the transactions described herein. The Company expects to use the net proceeds from these transactions for general corporate purposes and to continue to fund the Company’s operations while it pursues a potential strategic transaction, although there can be no guarantee that such efforts will result in any such strategic transaction and at this time, the Company does not intend to provide further updates unless and until there have been material developments in this regard. The Inducement Warrants will have an exercise price of $2.00 per share, will be exercisable on or after the date that approval is obtained from the Company’s stockholders as may be required by the applicable rules and regulations of The Nasdaq Stock Market LLC (or any successor entity) (the “Stockholder Approval Date”) and will expire on the five-year anniversary of the Stockholder Approval Date. The exercise price and the number of shares of Class A common stock issuable upon exercise of each Inducement Warrant are subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Class A common stock. In addition, in certain circumstances, upon a fundamental transaction (as defined in the Inducement Warrants), a holder of Inducement Warrants will be entitled to receive, upon exercise of the Inducement Warrants, the kind and amount of securities, cash or other property that such holder would have received had they exercised the Inducement Warrants immediately prior to the fundamental transaction. The Company may not effect the exercise of certain Inducement Warrants, and the applicable holder will not be entitled to exercise any portion of any such Inducement Warrant, which, upon giving effect to such exercise, would cause the aggregate number of shares of Class A common stock beneficially owned by the holder of such Inducement Warrant (together with its affiliates) to exceed 4.99% of the number of shares of Class A common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such Inducement Warrants.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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