JANUARY 2026 WARRANT PROPOSAL
General
Momentus is asking stockholders to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of up to 925,926 shares of Class A common stock upon the exercise of the January 2026 Warrants issued by the Company pursuant to the January 2026 Securities Purchase Agreement (such shares of Class A common stock issuable upon exercise thereof, the “January 2026 Warrant Shares”), and any future adjustments of the exercise price of the warrants. The key terms of the January 2026 Securities Purchase Agreement and the January 2026 Warrants relating to this January 2026 Warrant Proposal are as summarized below and as described in the Current Report on Form 8-K filed by the Company with the SEC on January 9, 2026 (the “January 2026 Form 8-K”).
The information set forth in this proposal is further qualified in its entirety by reference to the full text of the forms of the January 2026 Warrant and January 2026 Securities Purchase Agreement, each attached as Exhibits 4.2 and 10.1, respectively, to the January 2026 Form 8-K. Stockholders are urged to carefully read these documents.
All share numbers and dollar values throughout this Proposal are presented on a post-Reverse Stock Split basis, and reflect the 1-for-17.85 Reverse Stock Split that became effective on December 17, 2025 at 5:00 p.m. Eastern Time.
Description of the January 2026 Securities Purchase Agreement and January 2026 Warrants
On January 5, 2026, the Company entered into a Securities Purchase Agreement (the “January 2026 Securities Purchase Agreement”) with an investor (the “Investor”) for a private placement of securities (the “Private Placement”). At the closing of the Private Placement, the Company issued (i) pre-funded warrants (the “January 2026 Pre-Funded Warrants”) to purchase 925,926 shares of the Company’s Class A common stock, at a purchase price of $5.40 per share of Class A common stock less the exercise price per January 2026 Pre-Funded Warrant, and (ii) Class A warrants to purchase 925,926 shares of Class A common stock (the “January 2026 Warrants”, and together with the January 2026 Pre-Funded Warrants, collectively, the “Securities”).
The Private Placement closed on January 6, 2026. The Company received aggregate gross proceeds from the Private Placement of approximately $5 million, before deducting estimated placement agent commissions and expenses in connection with the Private Placement, which are payable by the Company.
The January 2026 Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Investor, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the January 2026 Securities Purchase Agreement were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties.
The Company agreed to use the net proceeds from the Private Placement for general corporate purposes, which may include repayment of principal on the Company’s indebtedness, capital expenditures, and funding its working capital needs, but shall not use such proceeds in violation of the Foreign Corrupt Practices Act of 1977, as amended, or the regulations promulgated by the Office of Foreign Assets Control of the U.S. Treasury Department. The January 2026 Securities Purchase Agreement is governed by the laws of the State of New York.
The Company also agreed that, from the date of the January 2026 Securities Purchase Agreement until 30 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 January 2026 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 Class A common stock or Common Stock Equivalents (as defined in the January 2026 Securities Purchase Agreement), or (ii) file any
