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Get filing alertsMomentus raises $25M in private placement at $8.50/share, boosting cash to ~$76M
Filed May 29, 2026 · Period ending May 26, 2026 · ~1 min read
Key Changes
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Momentus sold 2.17M shares and pre-funded warrants for 769K shares at $8.50/share to institutional investors, raising ~$25M gross proceeds. Transaction closed May 28, 2026, bringing total cash position to approximately $76M.
Item 1.01 verify on EDGAR → -
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Company agreed to file resale registration within 10 trading days and have it effective within 15-45 days. Failure to maintain registration triggers monthly liquidated damages of 1.5% of subscription amount.
Item 1.01 verify on EDGAR → -
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Momentus restricted from issuing new equity until 5 days after registration effective date, and prohibited from variable-rate transactions for 30 days thereafter (except at-the-market sales at $20+/share).
Item 1.01 verify on EDGAR → -
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Pre-funded warrants have nominal $0.00001 exercise price (effectively pre-paid), are immediately exercisable with no expiration, and include 9.99% beneficial ownership blocker.
Item 1.01 verify on EDGAR → -
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Placement agent received 7% cash fee (~$1.75M) plus warrants for 147K shares at $9.35/share, exercisable after 180 days.
Item 1.01 verify on EDGAR →
Summary
Momentus completed a $25 million private placement with institutional investors, selling 2.17 million common shares and pre-funded warrants for another 769,000 shares, all priced at $8.50 per share. The transaction closed May 28, 2026, and brings the company's cash position to approximately $76 million.
The pre-funded warrants are economically equivalent to common stock with a nominal exercise price of $0.00001, immediately exercisable with no expiration. The deal includes investor protections that temporarily limit Momentus's financing flexibility.
The company cannot issue new equity for at least 5 days after the required resale registration becomes effective, and variable-rate transactions are prohibited for 30 days thereafter. The company must register the shares for resale within 10 trading days and achieve effectiveness within 15-45 days depending on SEC review, or face monthly liquidated damages of 1.5% of the subscription amount. These restrictions protect new investors from immediate dilution while the registration penalty ensures timely liquidity. For a space infrastructure company like Momentus, the $76 million cash position provides runway for operations and development. The at-the-market pricing under Nasdaq rules suggests the offering was priced near recent trading levels, limiting immediate dilution impact for existing shareholders.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR → · paraphrased
the Company also agreed that, from the date of the Securities Purchase Agreement until 5 days after the date that the resale registration statement required by the Registration Rights Agreement (as defined below) becomes effective (the "Effective Date"), subject to certain limited exceptions set forth in the Securities Purchase Agreement, the Company will not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents (as defined in the Securities Purchase Agreement), or (ii) file any registration statement or any amendment or supplement thereto other than as contemplated pursuant to the Registration Rights Agreement. Further, until 30 days after the Effective Date, the Company is prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction (as defined in the Securities Purchase Agreement), subject to certain limited exceptions set forth in the Securities Purchase Agreement; provided, however, that sales of shares of Common Stock at a price no less than $20.00 per share in an "at the market" offering with A.G.P./Alliance Global Partners (the "Placement Agent") acting as the sales agent may be made, and after 5 days following the Effective Date, such sales may be made at a price below $20.00 per share.
Momentus agreed to significant restrictions on future equity issuances. Until 5 days after the resale registration statement becomes effective, the company cannot issue or announce new common stock or equivalents (with limited exceptions). For 30 days after effectiveness, variable-rate transactions are prohibited, though at-the-market sales at $20.00+ per share are permitted (and below $20.00 after 5 days post-effectiveness). These restrictions limit near-term financing flexibility but protect the new investors from immediate dilution.
Added in current filing · verify on EDGAR →
the Company entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) requiring the Company to file a registration statement covering the resale of all of the Registrable Securities (as defined in the Registration Rights Agreement) with the Securities and Exchange Commission (the “SEC”) no later than the 10th trading day following the date of the Registration Rights Agreement, and have the registration statement declared effective by the SEC as promptly as practicable after the filing thereof, but in any event no later than 15th calendar day following the date of the Registration Rights Agreement, or in the event of a “limited review” by the SEC, the 30th day following the date of the Registration Rights Agreement, or in the event of a “full review” by the SEC, the 45th day following the date of the Registration Rights Agreement. Upon the occurrence of any Event (as defined in the Registration Rights Agreement), which, among others, prohibits the Investor from reselling the Securities for more than 10 consecutive calendar days or more than an aggregate of 15 calendar days during any 12-month period, the Company is obligated to pay to the Investor, on each monthly anniversary of each such Event, an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.5% multiplied by the aggregate subscription amount paid by such Investor pursuant to the Securities Purchase Agreement.
Momentus must file a resale registration statement within 10 trading days and have it declared effective within 15-45 calendar days depending on SEC review type. If investors are unable to resell securities for more than 10 consecutive days or 15 aggregate days in any 12-month period, the company must pay monthly liquidated damages of 1.5% of the subscription amount. This creates financial penalties if registration is delayed and protects investor liquidity.
Added in current filing · verify on EDGAR →
The purchase price of each Pre-Funded Warrant equals $8.50 per share minus the $0.00001 exercise price per share of the Pre-Funded Warrant. The Pre-Funded Warrants are exercisable at any time after their original issuance, and will not expire until exercised in full. The Pre-Funded Warrants provide that the Investor will not have the right to exercise any portion thereof if such exercise would cause the aggregate number of shares of Common Stock beneficially owned by the Investor (together with its affiliates) to exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre‑Funded Warrants.
The pre-funded warrants have a nominal exercise price of $0.00001 per share (effectively pre-paid at $8.50), are immediately exercisable, and never expire. They include a 9.99% beneficial ownership blocker to prevent any single investor from exceeding that threshold upon exercise. These instruments provide investors with common-stock-equivalent economics while allowing the company to defer share issuance.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
As part of its compensation for acting as Placement Agent for the private placement, the Company paid the Placement Agent a cash fee of 7.0% of the aggregate gross proceeds and issued to the Placement Agent warrants to purchase 147,100 shares of Common Stock (the “Placement Agent Warrants”) at an exercise price of $9.35 per share, which are exercisable 180 days from the date of commencement of sales of the private placement offering.
A.G.P./Alliance Global Partners received a 7.0% cash fee on gross proceeds (approximately $1.75 million) plus warrants to purchase 147,100 shares at $9.35 per share, exercisable starting 180 days after the offering commenced. The warrant exercise price represents a 10% premium to the $8.50 offering price.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Momentus sold unregistered equity securities to accredited investors under Section 4(a)(2) and Regulation D exemptions.
Added in current filing · verify on EDGAR →
The Securities and the Placement Agent Warrants were sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a) (2) of the Securities Act as a transaction not involving a public offering and Rule 506(b) of Regulation D promulgated under the Securities Act as sales to accredited investors and in reliance on similar exemptions under applicable state laws.
Momentus completed an unregistered sale of securities and placement agent warrants to accredited investors. The company relied on private placement exemptions under Section 4(a)(2) and Regulation D Rule 506(b), which allow sales without SEC registration when offered to accredited investors in transactions not involving a public offering. The filing references Item 1.01 for additional details about the securities sold, but that section is not included in the provided text.
Event · Exhibit 99.1
Momentus raised $25M via private placement of 2.94M shares at-the-market with existing institutional investors.
Added in current filing · view on EDGAR →
it has entered into securities purchase agreements with existing institutional investors for the purchase and sale of 2,942,000 shares of its common stock (or common stock equivalents in lieu thereof) in a private placement priced at-the-market under Nasdaq rules. The gross proceeds from the offering are expected to be approximately $25 million, before deducting placement agent fees and other estimated offering expenses.
Momentus sold 2,942,000 shares of common stock (or equivalents) to existing institutional investors in a private placement priced at-the-market under Nasdaq rules, raising approximately $25 million in gross proceeds before fees. The offering is exempt from registration under Section 4(a)(2) of the Securities Act and Regulation D, with the company agreeing to file a resale registration statement with the SEC.
Added in current filing · view on EDGAR →
The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes. Existing capital and net proceeds from this offering, positions the Company with approximately $76 million in cash, cash equivalents, and short-term investments.
The company will use net proceeds for working capital and general corporate purposes, including research and development and strategic business initiatives. After this raise, Momentus expects to have approximately $76 million in cash, cash equivalents, and short-term investments.
Added in current filing · view on EDGAR →
The closing of the offering is expected to occur on or about May 28, 2026, subject to the satisfaction of customary closing conditions.
The private placement is expected to close on or about May 28, 2026, subject to customary closing conditions. A.G.P./Alliance Global Partners is acting as sole placement agent for the offering.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify