Washington, D.C. 20549
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):
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).
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
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On July 12, 2024, Momentus Inc. (“Momentus” or the “Company”) and Space Infrastructure Ventures, LLC (“SIV”) a firm that invests in disruptive
high-tech/space-tech ventures, entered into a secured convertible promissory note (the “Convertible Note”) pursuant to which Momentus may borrow up to $2.3 million prior to September 1, 2024, consisting of (i) an initial loan in the principal
amount of $500,000 which may be borrowed on or after July 17, 2024, and (ii) one or more subsequent loans totaling up to $1.8 million in aggregate principal amount which may be borrowed on or after August 7, 2024, with the $1.8 million subject to
certain conditions including the availability of financing to SIV. Borrowings under the Convertible Note bear interest at 15% per annum. Principal on the Convertible Note is to be re-paid in four equal payments on a quarterly basis, commencing on
December 1, 2024, and the Convertible Note has a maturity date of September 1, 2025, at which time all accrued interest is due.
Amounts borrowed under the Convertible Note are secured by a lien on substantially all of the assets of the Company.
In lieu of cash payments of accrued interest, SIV, in its sole discretion, may elect to receive shares of Momentus Common Stock at a conversion price
of $0.53 per share (the “Conversion Price”). On the maturity date, subject to the satisfaction of applicable legal and regulatory conditions, all outstanding obligations under the Convertible Note automatically convert into Common Stock at the
Conversion Price.
The proceeds of the Convertible Note are to be used solely for the following purposes: (a) to fund day-to-day working capital needs in the order
course of business, consistent with the Momentus practices prior to the execution of the Convertible Note, (b) for general purposes in the ordinary course of business, consistent with Momentus practices prior to the execution of the Convertible
Note, and (c) to repay secured indebtedness owed to certain directors and officers of Momentus.
The Convertible Note requires SIV’s consent to take certain actions, such as increasing compensation, purchasing assets, extending financing, making
capital expenditures, repaying debts outside the ordinary course of business or investing in any entity or enterprise.
The Convertible Note can be prepaid in full at any time, subject to a prepayment fee of 10%. The Convertible Note will accelerate and become
immediately due upon the occurrence of certain customary event of default, including failure to pay amounts owing when due and/or certain events involving a discontinuation of our business or certain types of proceedings involving insolvency,
bankruptcy, receivership and the like, or a change of control of Momentus.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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The disclosure contained in Item 1.01 of this Current Report is incorporated by reference in this Item 2.03.
On July 5, 2024, Momentus received notice from the Nasdaq Stock Market LLC (“Nasdaq”) stating that following the Company’s annual
meeting of shareholders held on June 28, 2024, the Company is in now compliance with the requirement to hold an annual meeting under Nasdaq Listing Rule 5620(a) (the “Annual Meeting Requirement”). As previously disclosed in a Current Report on
Form 8-K filed on January 9, 2024, the Company had received a deficiency letter from Nasdaq regarding the Annual Meeting Requirement, which is now resolved.
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.