Momentus Announces $2.75 Million Private Placement
September 16 2024 - 8:00AM
Business Wire
Momentus Inc. (NASDAQ: MNTS) (“Momentus” or the “Company”), a
U.S. commercial space company that offers satellite buses,
transportation, and other in-space infrastructure services, today
announced that it has entered into a securities purchase agreement
with a single U.S. institutional investor for the purchase and sale
of 5,000,000 shares of common stock (or common stock equivalents in
lieu thereof) at a purchase price of $0.55 per share pursuant to a
private placement offering, resulting in total gross proceeds of
approximately $2.75 million, before deducting placement agent
commissions and other estimated offering expenses. The Company
further agreed to issue to the investor Class A Common Warrants to
purchase up to an aggregate of 10,000,000 shares of common stock
and Class B Common Warrants to purchase up to an aggregate of
5,000,000 shares of common stock, together the Common Warrants. The
Class A Common Warrants will have an exercise price of $0.575, will
be exercisable at any time on or after the date that is six months
after the original issuance date and will expire on the five year
and six-month anniversary of the original issuance date. The Class
B Common Warrants will have an exercise price of $0.575, will be
exercisable at any time on or after the date that is six months
after the original issuance date and will expire on the 18-month
anniversary of the original issuance date.
The closing of the offering is expected to occur on or about
September 17, 2024, subject to the satisfaction of customary
closing conditions.
The gross proceeds from the offering are expected to be
approximately $2.75 million. The Company intends to use the net
proceeds from the offering for general corporate purposes, which
may include payment to the Company’s independent accounting firm,
Frank, Rimerman + Co. LLP, payment to its tax advisors, repayment
of principal on the Company’s indebtedness, capital expenditures,
and funding its working capital needs, but shall not use such
proceeds: (a) for the redemption of any Common Stock or Common
Stock Equivalents, or (b) in violation of FCPA or OFAC
regulations.
A.G.P./Alliance Global Partners is acting as the sole placement
agent for the offering.
The offer and sale of the foregoing securities is being made in
a transaction not involving a public offering, and the securities
have not been and will not initially be registered under the
Securities Act of 1933, as amended (the “Securities Act”), or
applicable state securities laws. Accordingly, the securities may
not be offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such
applicable state securities laws. Pursuant to a registration rights
agreement entered into with the investor, the Company agreed to
file a registration statement with the U.S. Securities and Exchange
Commission (the “SEC”) covering the resale of the securities to be
issued to the institutional investor no later than 28 calendar days
after the date of the registration rights agreement and to use
commercially reasonable efforts to have the registration statement
declared effective as promptly as practicable thereafter, and in
any event no later than 45 days after the date of the registration
rights agreement (or within 60 calendar days following the date of
the registration rights agreement in the event of a “limited
review” by the SEC of the registration statement or within 90
calendar days following the date of the registration rights
agreement in the event of a “full review” by the SEC of the
registration statement).
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About Momentus
Momentus is a U.S. commercial space company that offers
commercial satellite buses and in-space infrastructure services
including in-space transportation, hosted payloads, and other
in-orbit services.
Forward-Looking Statements
This press release contains certain statements that may
constitute “forward-looking statements” for purposes of the federal
securities laws. Forward-looking statements include, but are not
limited to, statements regarding the expected closing of the
offering, the intended use of proceeds and fulfillment of customary
closing conditions. Momentus or its management team’s expectations,
hopes, beliefs, intentions or strategies regarding the future,
projections, forecasts or other characterizations of future events
or circumstances, including any underlying assumptions, and are not
guarantees of future performance. Because forward-looking
statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are
difficult to predict and many of which are outside of Momentus’
control. Many factors could cause actual future events to differ
materially from the forward-looking statements in this press
release, including but not limited to risks and uncertainties
included under the heading “Risk Factors” in the Annual Report on
Form 10-K filed by the Company on June 6, 2024, as such factors may
be updated from time to time in our other filings with the
Securities and Exchange Commission (the “SEC”), accessible on the
SEC’s website at www.sec.gov and the Investor Relations section of
our website at https://momentus.space. Forward-looking statements
speak only as of the date they are made. Readers are cautioned not
to put undue reliance on forward-looking statements, and, except as
required by law, the Company assumes no obligation and does not
intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20240916895580/en/
Momentus Contacts Investors:
investors@momentus.space
Media: press@momentus.space
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