Material Agreement, Private Placement (Form 8-K)

On December 9, 2025, Momentus Inc. (the "Company") entered into a warrant inducement agreement (the "Inducement Agreement") with a holder (the "Holder") of certain existing warrants (the "Existing Warrants") to purchase shares of common stock, par value $0.00001 per share (the "Common Stock"), of the Company. Pursuant to the Inducement Agreement, the Holder agreed to exercise for cash on December 9, 2025, its Existing Warrants to purchase 4,862,058 shares of the Common Stock at an exercise price of $0.77 per share, which was the closing price of the Common Stock on the Nasdaq Capital Market on December 9, 2025. Prior to entering into the Inducement Agreement, the Existing Warrants were immediately exercisable at an exercise price of $1.11 per share. The Company will receive aggregate gross proceeds of approximately $3.74 million from the exercise of the Existing Warrants before deducting financial advisory fees and other expenses payable by the Company.

In consideration of the Holder's agreement to exercise the Existing Warrants in accordance with the Inducement Agreement, the Company agreed to issue new warrants (the "Inducement Warrants") to purchase up to 7,293,087 shares of Common Stock, which is equal to 150% of the number of shares of Common Stock issued upon exercise of the Existing Warrants (the "Inducement Warrant Shares"). The Company agreed in the Inducement Agreement to file a registration statement within 30 days of December 9, 2025, providing for the resale of the Inducement Warrant Shares by the holders of the Inducement Warrant Shares.

The Company also has agreed to reduce the exercise of certain Existing Warrants to purchase up to 7,469,607 shares of Common Stock from $1.43 per share to $0.77 per share. The warrant amendment is subject to stockholder approval, and the warrants will expire five years from the date stockholder approval is obtained. If stockholder approval is not obtained by the date that is six (6) 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 Class A Common Stock on the date that is six (6) months following the initial date of issuance of the warrants and the warrants will expire five years following the date that is six (6) months following the initial date of issuance of the warrants.

The Company engaged A.G.P./Alliance Global Partners ("A.G.P.") to act as its financial advisor in connection with the transactions summarized above and will pay A.G.P. an aggregate fee equal to approximately $262,060 in connection with the transactions contemplated by the Inducement Agreement and reimburse A.G.P. for legal expenses incurred in connection with the transaction not to exceed $35,000.

The Company expects to use the net proceeds from this transaction for general corporate purposes.

The Inducement Warrants will have an exercise price of $0.77 per share, which was the closing price of the Common Stock on the Nasdaq Capital Market on December 9, 2025, and will be exercisable on or after the date of stockholder approval as may be required by the applicable rules and regulations of The Nasdaq Stock Market LLC (or any successor entity) to consent to any exercise of the Inducement Warrants and issuance of Inducement Warrant Shares (the "Stockholder Approval Date') and expire on the five-year anniversary of the Stockholder Approval Date. The exercise price and the number of shares of Common Stock issuable upon exercise of each Inducement Warrant are subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. In addition, in certain circumstances, upon a fundamental transaction (as defined in the Inducement Warrants), a holder of Inducement Warrants will be entitled to receive, upon exercise of the Inducement Warrants, the kind and amount of securities, cash or other property that such holder would have received had they exercised the Inducement Warrants immediately prior to the fundamental transaction; provided, however, that in the event of a fundamental transaction where the consideration consists solely of cash, solely of marketable securities or a combination thereof, each Inducement Warrant will be deemed to be exercised in full in a cashless exercise effective immediately prior to and contingent upon the consummation of such fundamental transaction.

The Company may not effect the exercise of certain Inducement Warrants, and the applicable holder will not be entitled to exercise any portion of any such Inducement Warrant, which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the holder of such Inducement Warrant (together with its affiliates) to exceed 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such Inducement Warrants.

The foregoing descriptions of the Inducement Agreement and the Inducement Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of Inducement Agreement and Inducement Warrants, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

The information contained above in Item 1.01 of this Current Report on Form 8-K related to the Inducement Warrants is hereby incorporated by reference into this Item 3.02. The Inducement Warrants were sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506(b) of Regulation D promulgated under the Securities Act as sales to accredited investors and in reliance on similar exemptions under applicable state laws.