Momentus Inc.

On September 25, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Yield Point NY, LLC (the “Investor”), pursuant to which the Company agreed to sell (the “Offering”) (i) a Junior Secured Convertible Note having an aggregate principal amount of $1,630,435, maturing twelve months after the issue date, with original issue discount of 8%, convertible into shares of Class A common stock of the Company, par value $0.00001 per share (“Class A common stock” or “common stock”) at a conversion price of $1.116 per share, and if not converted then amortized over the final six months concluding on the maturity date (the “Convertible Note”), and (ii) warrants to purchase up to 1,460,964 shares of Class A common stock at an exercise price of $1.40 per share (the “Investor Warrants”). The Company received approximately $1,500,000 in gross proceeds from the Offering.

Securities Purchase Agreement

The Purchase Agreement contains representations and warranties of the Company and the Investor which are typical for transactions of this type. In addition, the Purchase Agreement contains customary covenants on the Company’s part that are typical for transactions of this type, as well as the following additional covenants: (i) for as long as the Convertible Note remain outstanding, the Company agreed not to effect or enter into an Equity Line of Credit (as defined below) or agreement to effect any issuance by the Company or any of its subsidiaries involving a variable rate transaction, other than an “at the market” offering of common stock; and (ii) the Company agreed to hold a stockholder meeting within 60 days of the date of the Purchase Agreement at which the Company will solicit the stockholders’ affirmative vote for approval of the issuance in excess of 19.9% of shares outstanding as of the date of the Purchase Agreement in accordance with the applicable law and rules and regulations of The Nasdaq Stock Market LLC (“Nasdaq”).

The Purchase Agreement obligates the Company to indemnify the Investor and various related parties for certain losses including those resulting from (i) any misrepresentation or breach of any representation or warranty made by the Company, (ii) any breach of any obligation of the Company, and (iii) certain claims by third parties.

Convertible Note and Warrants

The Convertible Note is a junior secured obligation of the Company and is secured by certain personal property of the Company, pursuant to a Security Agreement (as defined below). Unless earlier converted, the Convertible Note will mature in September 2026. The Convertible Note bears interest at a rate of 8% per annum, subject to increase in the event of default to the lesser of 18% per annum or the maximum rate permitted under applicable law. The Convertible Note, including interest accrued thereon, is convertible at any time, in whole or in part, at the option of the holder into shares of Class A common stock at a conversion price of $1.116 per share, subject to adjustment as set forth therein. The Convertible Note has a beneficial ownership limitation such that the Investor will not have the right to convert any portion of the Convertible Note if the Investor (together with its affiliates or any other persons acting together as a group with the Investor) would beneficially own in excess of 4.99% of the number of shares of Class A common stock outstanding immediately after giving effect to the issuance of Class A common stock issuable upon conversion of the Convertible Note, or, upon 61 days’ prior written notice to the Company, 9.99% of the number of shares of Class A common stock outstanding immediately after giving effect to the issuance of Class A common stock issuable upon conversion of the Convertible Note. Commencing on the six-month anniversary of the date of the issuance of the Convertible Note, and on the same date every month thereafter, the Company shall make six equal amortization payments, with each payment being equal to one-sixth of the initial principal amount, plus all accrued but unpaid interest.

The Convertible Note also contains certain negative covenants, including prohibitions on the incurrence of indebtedness, liens, amendments to the Company’s organizational documents, dividends, redemption, related party transactions and entry into any equity line of credit agreement or variable rate transactions other than an “at the market” offering of common stock. The Convertible Notes also contain standard and customary events of default including, but not limited to, failure to make payments when due, failure to observe or perform covenants or agreements contained in the Convertible Note, existence of a default or event of default under any of the Transaction Documents (as defined below), the bankruptcy or insolvency of the Company or any of its subsidiaries and unsatisfied judgments against the Company.

The Investor Warrants entitle the holder to purchase up to 1,460,964 shares of Class A common stock. The Investor Warrants are exercisable immediately and have a term of five years. The Investor Warrants each have an exercise price of $1.40 per share, subject to adjustment as set forth therein.

AIR Warrants

Pursuant to the Purchase Agreement, the Company also sold to the Investor warrants to purchase up to $4,000,000 in principal amount of additional Convertible Notes and Investor Warrants (the “AIR Warrants”). The AIR Warrants are exercisable immediately and have a term of five years. The Company may require the holder of the AIR Warrants to exercise AIR Warrants with respect to no more than two times the average daily trading volume of the common stock for the five prior trading days at any time when such average daily trading price for the Class A common stock for the five prior trading days is at least 125% of the original conversion price of the Convertible Note.

Registration Rights Agreement

In connection with the Purchase Agreement, the Company and the Investor entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company has agreed to register the resale of the shares of Class A common stock issuable upon conversion and exercise of the Convertible Note, Investor Warrants and the AIR Warrants on a registration statement on Form S-3 (the “Registration Statement”) to be filed with the SEC within 30 days after the date of Registration Rights Agreement and to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), no later than 45 calendar days after the initial filing deadline, in the event the registration statement is not subject to a full review by the SEC, or 90 calendar days after the initial filing deadline, in the event the registration statement is subject to a full review by the SEC, and in any event by the fifth business day after the date the Company is notified by the SEC that the registration statement will not be reviewed or will not be subject to further review. If certain of the Company’s obligations under the Registration Rights Agreement are not met, the Company is required to pay partial liquidated damages to the Investor.

Security Agreement

The Company also entered into a Security Agreement (the “Security Agreement”) with the Investor, as collateral agent (the “Collateral Agent”), the Investor and such holders of the Convertible Notes as may be issued in the future (together with the Investor, the “Secured Parties”). Pursuant to the Security Agreement, the Secured Parties were granted a security interest in certain of the Company’s personal property (the “Pledged Collateral”) to secure the payment and performance of all of the Company’s obligations under the Convertible Note, Investor Warrants, Purchase Agreement, Registration Rights Agreement, and Security Agreement (together, the “Transaction Documents”).