WARRANT EXERCISE PROPOSAL
Momentus is seeking stockholder approval for the issuance of up to 2,836,880 shares of our Class A common stock upon the exercise of the warrants that were issued in connection with our best efforts public offering that closed on July 1, 2025, as contemplated by Nasdaq Listing Rules, at the initial exercise price per share of $1.41 or such lower exercise price per share which the Company may in the future agree to accept.
General
On June 30, 2025, we entered into a securities purchase agreement (the “Purchase Agreement”) with a single institutional investor (the “Investor”), pursuant to which we issued to the Investor in a registered offering (the “Offering”) an aggregate of (i) 680,000 shares of Class A common stock, (ii) pre-funded warrants to purchase up to 2,156,880 shares of Class A common stock (the “Pre-Funded Warrants”), and (iii) warrants (the “Warrants”) to purchase up to 2,836,880 shares of Class A common stock (the “Warrant Shares”). The exercise of the Warrants and the issuance of the Warrant Shares upon exercise thereof is subject to stockholder approval. Each share of Class A common stock, together with the associated Warrants, was sold at a combined public offering price of $1.41. Each Pre-Funded Warrant, together with the associated Warrants, was sold at a combined public offering price of $1.40999. The Offering closed on July 1, 2025 (the “Closing Date”).
Under Nasdaq Listing Rules, the Warrants are not exercisable without the approval of our stockholders (the “Warrants Stockholder Approval”). We agreed to hold a meeting of stockholders on or prior to the date that is ninety (90) days following the Closing Date for the purpose of obtaining the Warrants Stockholder Approval. If we do not obtain the Warrants Stockholder Approval at the first meeting of the stockholders, we are required to call a meeting every sixty (60) days thereafter to seek the Warrants Stockholder Approval until the date on which the Warrants Stockholder Approval is obtained or the Warrants are no longer outstanding.
Terms of the Warrants
The Warrants have an initial exercise price of $1.41 per share, subject to adjustment as provided in the Warrants or, if this Warrant Exercise Proposal is approved, as adjusted by the Company after approval, will be exercisable at any time on or after the date on which the Company receives stockholder approval of the exercisability of the Warrants and the issuance of the Warrant Shares upon exercise thereof (the “Warrants Stockholder Approval Date”) and have a term of exercise of five (5) years from the Warrants Stockholder Approval Date.
If at the time of exercise there is no effective registration statement registering, or the prospectus contained therein is not available, for the resale of the Warrant Shares by the Investor, then the Warrants may also be exercised, in whole or in part, at such time by means of a “cashless exercise.”
The exercise price and the number of shares of Class A common stock issuable upon exercise of each 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 the event of a fundamental transaction, as described in the Warrants, the holders of the Warrants will be entitled to receive upon exercise of the Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Warrants immediately prior to such fundamental transaction. In addition, in certain circumstances, upon a fundamental transaction, the holder will have the right to require us to repurchase its Warrants at the Black Scholes Value; provided, however, that, if the fundamental transaction is not within the Company’s control, including not approved by the Company’s Board of Directors, then the holder shall only be entitled to receive the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the Warrant, that is being offered and paid to the holders of Class A common stock in connection with the fundamental transaction.
The Company may not effect the exercise of Warrants, and the Investor will not be entitled to exercise any portion of any such Warrants, which, upon giving effect to such exercise, would cause the aggregate
