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

 

December 23, 2025

Date of Report (date of earliest event reported)

 

Momentus Inc.

(Exact name of registrant as specified in its charter)

 

 

(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):

 

 

 

 

 

Securities registered pursuant to section 12(g) of the Act:

 

 

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. ☐

First Amendment to Equity Purchase Agreement

On December 23, 2025 Momentus Inc. (“Momentus” or the “Company”) entered into a First Amendment to Equity Purchase Agreement (the “EPA Amendment”) with Yield Point NY LLC (“Yield Point”) to, among other things, amend the Equity Purchase Agreement dated September 25, 2025 by and between the Company and Yield Point.

The EPA Amendment, among other things, changes the purchase price of the Company’s Class A common stock, par value $0.00001 per share (“Common Stock”), issuable upon the delivery of a put notice from a fixed price of $1.24 per share to a variable price equal to 94% of the lowest trading price of the Common Stock reported during the three consecutive trading days commencing on the date the applicable put notice is delivered and amends the maximum amount of shares deliverable pursuant to a put exercise to the lesser of (a) 75% of the average daily trading volume as reported by The Nasdaq Stock Market LLC (“Nasdaq”) over the five trading days preceding the date the applicable put is delivered, (b) 25% of the trading volume as reported by Nasdaq on the date the put is delivered during the time between market opening and when the put is delivered, and (c) number of shares equal to the quotient (rounded up or down to the nearest whole number) obtained by dividing (x) 800,000 by (y) the last closing price as reported by Nasdaq on the date the put was delivered.

Except as amended, the remaining terms of the Equity Purchase Agreement remain in full force and effect.

The foregoing description of the amendment to the Equity Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the EPA Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The disclosure contained in Item 1.01 of this Current Report is incorporated by reference in this Item 2.03.

The information contained above in Item 1.01 of this Current Report on Form 8-K related to the securities issued to Yield Point is hereby incorporated by reference into this Item 3.03.

(d) Exhibits

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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