Momentus Announces Closing of $4.0 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Rhea-AI Summary

Momentus Inc. (MNTS) closes registered direct offering, raising $4.0 million through the sale of 4,624,280 shares at $0.865 per share. The company also issues warrants to purchase additional shares at $0.74 per share, with A.G.P./Alliance Global Partners as the placement agent.

Insights

Financial Analyst

The recent capital raise by Momentus Inc. through a registered direct offering is a strategic move that aims to bolster the company's financial position. The transaction involving the sale of over 4.6 million shares at $0.865 per share, resulting in gross proceeds of approximately $4 million, indicates an infusion of capital that is likely to be allocated towards the company's growth initiatives or to strengthen its balance sheet.

Investors should note the inclusion of warrants with an exercise price of $0.74, which are exercisable immediately. This could potentially dilute existing shareholders but also indicates a vote of confidence from the institutional investor. The capital raise, despite being relatively modest in size, reflects the investor's willingness to bet on the company's future prospects in the burgeoning commercial space industry.

Furthermore, the amendment of existing warrants to reduce the exercise price from $0.96 to $0.74, pending stockholder approval, could be indicative of an effort to make these warrants more attractive to potential investors and to align interests with current market conditions. The company's stock performance and the subsequent reaction to this news will be a key indicator of market sentiment towards Momentus Inc.'s strategic moves and future potential.

Market Research Analyst

Momentus Inc.'s direct offering takes place within the larger context of the commercial space sector, which has been gaining increased attention from investors due to the sector's growth potential and technological advancements. The company's focus on providing in-space infrastructure services positions it in a niche but rapidly evolving market, where the demand for satellite transportation and other space-based services is expected to grow.

It is important to analyze the market dynamics, including the competitive landscape and the projected demand for in-space services, to understand the potential impact of this capital raise on Momentus Inc.'s market positioning. The company's ability to capitalize on the proceeds to advance its technological capabilities or expand its service offerings could significantly affect its competitive edge.

Moreover, the terms of the offering and the pricing of the warrants relative to the current stock price will be scrutinized by market participants. These terms often reflect the company's negotiation leverage and the investor's risk assessment of the space industry and Momentus Inc.'s specific business model and growth trajectory.

Legal Expert

The legal framework surrounding this transaction, specifically the use of a shelf registration statement on Form S-3, is a common practice for public companies seeking to raise capital efficiently. The ability to act quickly on market opportunities without the need for a new registration statement each time is a significant advantage.

The stipulation that the amended warrant exercise price is subject to stockholder approval is also noteworthy. This requirement demonstrates adherence to corporate governance norms and the protection of shareholder interests. The automatic reduction of the exercise price to the Minimum Price, as defined by Nasdaq Listing Rule 5635(d), if stockholder approval is not obtained within a specified timeframe, introduces a fallback mechanism that ensures the transaction aligns with market rules.

It is also crucial to highlight that the press release explicitly states that it does not constitute an offer to sell or a solicitation of an offer to buy securities. This disclaimer is a standard regulatory requirement that prevents any misinterpretation of the communication as an attempt to bypass securities law regulations regarding public offerings.

SAN JOSE, Calif.--(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 closed its previously announced registered direct offering priced at-the-market under Nasdaq rules with a single institutional investor for the purchase and sale of 4,624,280 shares of common stock (or common stock equivalents in lieu thereof) at a purchase price of $0.865 per share, resulting in total gross proceeds of approximately $4.0 million before deducting placement agent commissions and other estimated offering expenses. The Company further agreed to issue to the investor warrants to purchase up to an aggregate of 4,624,280 shares of common stock. The warrants have an exercise price of $0.74 per share, are exercisable immediately and expire after five years.

A.G.P./Alliance Global Partners acted as the sole placement agent for the offering.

This offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No 333-267230) previously filed with the U.S. Securities and Exchange Commission (the “SEC”). A final prospectus supplement describing the terms of the proposed offering has been filed with the SEC and is available on the SEC's website located at http://www.sec.gov. Electronic copies of the prospectus supplement may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

The Company also has agreed that certain existing warrants to purchase up to an aggregate of 3,687,000 shares at an exercise price of $0.96 per share have been amended so that the amended warrants will have a reduced exercise price of $0.74 per share. The warrant amendment is subject to stockholder approval, and the warrants shall expire five years from the date stockholder approval is obtained. If stockholder approval is not obtained by the date that is six months following the initial date of issuance of these warrants, then the exercise price of the warrants will automatically be reduced to the Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) of the common stock on the date that is six months following the initial date of issuance of the warrants and the warrants will expire five years following the date that is six months following the initial date of issuance of the warrants.

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 which 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 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 March 8, 2023, 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 investors.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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240307681183/en/

Momentus Contacts

Investors:

investors@momentus.space

Media:

press@momentus.space

Source: Momentus Inc.

FAQ

What offering did Momentus Inc. (MNTS) recently close?

Momentus Inc. (MNTS) closed a registered direct offering, raising approximately $4.0 million through the sale of 4,624,280 shares at $0.865 per share.

How many shares were sold in the offering by Momentus Inc. (MNTS)?

Momentus Inc. (MNTS) sold 4,624,280 shares of common stock (or common stock equivalents) in the recent offering.

At what price per share did Momentus Inc. (MNTS) sell the shares?

Momentus Inc. (MNTS) sold the shares at a purchase price of $0.865 per share in the offering.

Who acted as the sole placement agent for the offering by Momentus Inc. (MNTS)?

A.G.P./Alliance Global Partners acted as the sole placement agent for the offering by Momentus Inc. (MNTS).

What is the exercise price for the warrants issued by Momentus Inc. (MNTS) in the offering?

The warrants issued by Momentus Inc. (MNTS) have an exercise price of $0.74 per share and are exercisable immediately.