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 | ||