424B5 1 ny20074684x5_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-296218

PROSPECTUS SUPPLEMENT

(to the prospectus dated June 4, 2026)

1,851,852 Shares of Class A Common Stock

We are offering 1,851,852 shares of our Class A common stock, par value $0.00001 per share (“common stock” or “Common Stock”), pursuant to this prospectus supplement and the accompanying prospectus.

Our Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “MNTS.” On June 12, 2026, the last reported sale price of our Common Stock on Nasdaq was $11.95 per share.

We have engaged A.G.P./Alliance Global Partners (whom we refer to herein as the “Placement Agent”) to act as our exclusive placement agent in connection with the securities offered by this prospectus supplement. The Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities but has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus supplement. We have agreed to pay the Placement Agent a fee based upon the aggregate gross proceeds raised in this offering as set forth in the table below.

There is no minimum number of securities or minimum aggregate amount of proceeds for this offering to close. We will deliver all securities to be issued in connection with this offering delivery versus payment (“DVP”)/receipt versus payment (“RVP”) upon receipt of investor funds received by us. Accordingly, neither we nor the Placement Agent have made any arrangements to place investor funds in an escrow account or trust account since the Placement Agent will not receive investor funds in connection with the sale of the securities offered hereunder.

Investing in our securities involves a high degree of risk. See the information contained under “Risk Factors” beginning on page S-11 of this prospectus supplement and on page 8 of the accompanying prospectus, as well as other risk factors incorporated by reference into this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

(1)

We have agreed to pay the Placement Agent a cash fee equal to seven percent (7%) of the aggregate gross proceeds raised in this offering. In addition, we have agreed to reimburse certain expenses of the Placement Agent in connection with this offering and to issue to the Placement Agent, or its designees, placement agent warrants (the “Placement Agent Warrants”) to purchase an amount of shares of Common Stock equal to five percent (5%) of the aggregate number of shares of Common Stock sold by us in this offering. The Placement Agent Warrants are exercisable beginning on December 8, 2026 until June 11, 2031 at an exercise price equal to 110% of the offering price per share of Common Stock. See “Plan of Distribution” on page S-17.

We anticipate that delivery of the Common Stock against payment will be made on or about June 15, 2026.

Sole Placement Agent

A.G.P.

The date of this prospectus is June 11, 2026


			Page
ABOUT THIS PROSPECTUS SUPPLEMENT			S-1
INFORMATION INCORPORATED BY REFERENCE			S-2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			S-4
PROSPECTUS SUMMARY			S-5
THE OFFERING			S-10
RISK FACTORS			S-11
USE OF PROCEEDS			S-14
DIVIDEND POLICY			S-14
DESCRIPTION OF THE SECURITIES WE ARE OFFERING			S-15
PLAN OF DISTRIBUTION			S-17
LEGAL MATTERS			S-23
EXPERTS			S-23
WHERE YOU CAN FIND MORE INFORMATION			S-23


			Page
About this Prospectus			ii
Prospectus Summary			1
Risk Factors			8
Forward-Looking Statements			9
Use of Proceeds			10
Description of Capital Stock			11
Description of Debt Securities			16
Description of Warrants			22
Description of Units			24
Legal Ownership of Securities			25
Selling Stockholders			28
Plan of Distribution			30
Legal Matters			33
Experts			33
Where You Can Find More Information			33
Incorporation of Certain Information by Reference			34


Offering price per share			$13.50
Historical net tangible book value as of March 31, 2026			$4.619
Pro forma net tangible book value per share as of March 31, 2026			$5.445
Increase in pro forma net tangible book value per share attributable to this offering			$0.690
Pro forma as adjusted net tangible book value per share as of March 31, 2026, after giving effect to this offering			$6.135
Dilution in pro forma as adjusted net tangible book value per share to new investors purchasing our common stock in this offering			$7.365

Offering Price

$25,000,002

Placement Agent’s fees⁽¹⁾

$1,750,000

Proceeds to us, before expenses

$23,250,002

SEC Form 424B5 filed by Momentus Inc.