Momentus Inc. 8-K

What Happened

• Momentus Inc. (MNTS) filed a Form 8-K on January 13, 2026 disclosing that on January 9, 2026 it exchanged an existing unsecured convertible promissory note (the "Original Note") held by A.G.P./Alliance Global Partners for a new unsecured convertible promissory note (the "Exchange Note").
• The Original Note had an aggregate principal of $500,000 and, after a 1-for-17.85 reverse stock split on December 17, 2025, was convertible at $29.8095 per share; the Exchange Note preserves the $500,000 principal but sets a new conversion price of $10.00 per share.

Key Details

• Counterparty: A.G.P./Alliance Global Partners.
• Principal amount: $500,000 (unchanged).
• New conversion price: $10.00 per share (effective under the Exchange Note dated January 9, 2026).
• Exchange relied on the Section 3(a)(9) exemption from Securities Act registration (note-for-note exchange).

Why It Matters

• The lower conversion price increases the number of shares that could be issued if the note is converted (approximately 50,000 shares based on principal alone versus roughly 16,800 shares under the prior $29.8095 price), which may affect shareholder dilution if conversion occurs.
• The filing is a disclosure of a financing/credit accommodation change rather than a registered securities offering; investors should monitor future disclosures for any conversions, additional terms (interest or accrued interest treatment), or related issuer actions.