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
 
January 9, 2026
Date of Report (date of earliest event reported)
 
Momentus Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
  
001-39128
  
84-1905538
(State or other jurisdiction of incorporation or organization)
  
(Commission File Number)
  
(I.R.S. Employer Identification No.)

3901 N. First Street
San Jose, California
 
95134
(Address of Principal Executive Offices)
 
(Zip Code)
 
(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):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to section 12(g) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A common stock
MNTS
The Nasdaq Stock Market LLC
Warrants
MNTSW
The Nasdaq Stock Market LLC
 
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. ☐

Item 1.01
Entry into a Material Definitive Agreement

As previously disclosed, on June 30, 2025, Momentus Inc., a Delaware corporation (“Momentus”), issued an unsecured convertible promissory note to A.G.P./Alliance Global Partners (“A.G.P.”) in an aggregate principal amount of $500,000 (the “Original Note”). After giving effect to the 1-for-17.85 reverse stock split of the Company’s Class A common stock, par value $0.00001 per share (“Common Stock”), on December 17, 2025, the outstanding principal amount and accrued interest on the Convertible Note is convertible into shares of Common Stock at a conversion price of $29.8095.

On January 9, 2026, Momentus exchanged the Original Note for a new unsecured convertible promissory note to A.G.P. (the “Exchange Note”) on substantially the same terms as the Original Note, including with respect to an aggregate principal amount of $500,000, but with a conversion price of $10.00 per share of Common Stock.

The foregoing description of the Exchange Note does not purport to be complete and is qualified in its entirety by reference to the Exchange Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
 
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure contained in Item 1.01 of this Current Report is incorporated by reference in this Item 2.03.
 
Item 3.03
Unregistered Sales of Equity Securities

The disclosure contained in Item 1.01 of this Current Report is incorporated by reference in this Item 3.02. The issuance of the Exchange Note in exchange for Original Note was made by Momentus pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) of such act.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number
  
Exhibit Description
 
Unsecured Convertible Promissory Note issued by Momentus Inc. dated January 9, 2026.
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.

 
 
By:
  
/s/ Lon Ensler
  
 
 
Name:
  
 Lon Ensler
Dated:
January 12, 2026
Title:
  
 Chief Financial Officer