Momentus Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits
$MNTS
Military/Government/Technical
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
|
|
|
|
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
(650 ) 564-7820
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d‑2(b))
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e‑4(c))
|
Securities registered pursuant to Section 12(g) of the Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
|
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|
Item 3.03
|
Material Modification to Rights of Security Holders
|
On December 3, 2025, the Board of Directors (the “Board”) of Momentus Inc., a Delaware corporation (the “Company”) approved a reverse stock split of the Company’s
issued and outstanding shares of Class A Common Stock, $0.00001 par value per share (the “Common Stock”), at a ratio of 1-for-17.85 (the “Reverse Stock Split”). The Reverse Stock Split will be effective as of 5:00 p.m. Eastern Time on Wednesday,
December 17, 2025 (the “Effective Date”), with the Common Stock trading on the Nasdaq Capital Market on a reverse-split adjusted basis under the Company’s existing trading symbol, “MNTS,” at the market open on Thursday, December 18, 2025.
Reason for the Reverse Stock Split
The Company is effecting the Reverse Stock Split to satisfy the $1.00 minimum bid price requirement, as set forth in Listing Rule 5450(a)(1) (the “Minimum Bid
Requirement”), for continued listing on the Nasdaq Stock Market LLC (“Nasdaq”) exchange.
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Reverse Stock Split becomes effective with Nasdaq and the Common Stock will begin trading on a split-adjusted basis at the open of business on the day following the Effective Date. In connection with the
Reverse Stock Split, the CUSIP number for the Common Stock will change to 60879E408. The trading symbol for the Company, MNTS, will not be changed.
Split Adjustment; Treatment of Fractional Shares. On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically into (i) the number of issued and outstanding shares of Common Stock held
by each such stockholder immediately prior to the Reverse Stock Split divided by (ii) seventeen and eighty-five hundredths (17.85). Any fractional share of Common Stock that would otherwise result from the Reverse Stock Split will be rounded to a
whole share and, as such, any stockholder who otherwise would have held a fractional share after giving effect to the Reverse Stock Split will instead hold one whole share of the post‑Reverse Stock Split Common Stock after giving effect to the
Reverse Stock Split. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the
Reverse Stock Split. The Company intends to treat stockholders holding shares of Common Stock in “street name” (that is, held through a bank, broker or other nominee) in the same manner as stockholders of record whose shares of Common Stock are
registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding shares of our Common Stock in “street name;” however, these banks, brokers or other nominees may
apply their own specific procedures for processing the Reverse Stock Split.
Also on the Effective Date, all options, warrants and other convertible securities of the Company outstanding immediately prior to the Reverse Stock Split will be
adjusted by dividing the number of shares of Common Stock into which the options, warrants and other convertible securities are exercisable or convertible by 17.85 and multiplying the exercise or conversion price thereof by seventeen and
eighty-five hundredths (17.85), all in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities and subject to rounding to the nearest whole share. Such proportional
adjustments will also be made to the number of shares and restricted stock units issued and issuable under the Company’s equity compensation plan.
Certificated and Non-Certificated Shares. Stockholders who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock Split will automatically be reflected in their brokerage
accounts.
After the Reverse Stock Split becomes effective, stockholders holding paper certificates may (but are not required to) send the certificates to the Company’s transfer
agent and registrar, Continental Stock Transfer & Trust Company (“Continental”) at the address set forth below. Continental will issue a new stock certificate reflecting the Reverse Stock Split to each requesting stockholder. Continental can be
contacted at (212) 509-4000 and (800) 509‑5586.
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Certificate of Amendment. The Company will effect the Reverse Stock Split pursuant to the Company’s filing of a certificate of amendment to the Company’s certificate of incorporation (the “Certificate”) with the Delaware Secretary of State effective 5:00 p.m.
Eastern Time, on December 17, 2025, in accordance with Delaware law. A copy of the Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Stockholder Approval. At the Company’s Special Meeting held on September 17, 2025, the stockholders approved a proposal to grant the Board of Directors discretion to implement a reverse stock split in a range of one‑for‑five (1‑for‑5) up to
one-for-seventeen and eighty-five hundredths (1-for-17.85). As such the Reverse Stock Split was approved in accordance with Delaware law.
Capitalization.
As of December 1, 2025, there were 24,939,640 shares of Common Stock outstanding. As a result of the Reverse Stock Split, there will be approximately 1,397,179 shares of Common Stock outstanding (subject to adjustment due to the effect of
rounding fractional shares into whole shares). The Reverse Stock Split will not have any effect on the stated par value of the Common Stock. The total number of the Company’s authorized shares of Common Stock and Preferred Stock shall not be
affected by the foregoing.
Immediately after the Reverse Stock Split, each stockholder’s relative ownership in the interest in the Company and proportional voting power will remain virtually
unchanged except for minor changes and adjustments that will result from rounding fractional shares into whole shares.
|
Item 5.03
|
Amendments to Articles of Incorporation or Bylaws
|
The information set forth in Item 3.03 of this Current Report on Form 8-K with respect to the Company’s certificate of amendment to the Company’s certificate of
incorporation effecting the Reverse Stock Split is incorporated by reference into Item 5.03 of this Current Report on Form 8-K.
|
Item 8.01
|
Other Events.
|
On December 15, 2025, the Company issued a press release, a copy of which is furnished as Exhibit 99.2 hereto and incorporated by reference into this Item 8.01,
announcing that the Company has cancelled its 2025 Special Meeting of Stockholders (the “Special Meeting”), which was originally scheduled to be held on November 24, 2025, but was adjourned to December 15, 2025 due to lack of quorum.
|
Item 9.01
|
Financial Statements and Exhibits.
|
(d) Exhibits
|
Exhibit Number
|
Exhibit Description
|
|
|
Form of Third Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Momentus Inc.
|
||
|
Press Release, dated December 15, 2025, issued by the Company.
|
||
|
Press Release, dated December 15, 2025, issued by the Company.
|
||
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
By:
|
/s/ Lon Ensler
|
|||
|
Name:
|
Lon Ensler
|
|||
|
|
Title:
|
Chief Financial Officer
|
||
|
Dated:
|
December 15, 2025
|