MNTS 8-K
Momentus Inc. (MNTS)
8-K
2025-09-18
For: 2025-09-17
View Original
Added on
April 10, 2026
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)
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to section 12(g) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 5.07 |
Submission of Matters to a Vote of Security Holders.
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On September 17, 2025, Momentus Inc. (the “Company”) held its 2025 Special
Meeting of Stockholders (the “Special Meeting”). A quorum was present at the meeting. The final results of voting for each matter submitted to a vote of stockholders at
the Special Meeting are set forth below.
Matters submitted to the stockholders and voted upon at the Special Meeting, which are more fully described in the Company’s definitive proxy statement
filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 19, 2025 and the Company’s definitive proxy statement supplement filed with the SEC on
September 8, 2025, were (i) to authorize the Company’s Board of Directors (the “Board”) to amend the Company’s Second Amended and Restated Certificate of Incorporation, as
amended, to effect a reverse stock split of the Company’s outstanding shares of Class A common stock at a reverse stock split ratio in the range of 1-for-5 through 1-for-17.85 (the “Reverse
Stock Split Proposal”); (ii) to approve, pursuant to Nasdaq listing rules, the issuance of our Class A common stock in connection with the exercise of certain outstanding warrants, and any future adjustments of the exercise price of
the warrants (the “Warrant Exercise Proposal”); (iii) to approve the postponement or adjournment of the Special Meeting if necessary or appropriate, to permit further
solicitation and vote of proxies if there were insufficient votes to approve any of the proposals at the time of the Special Meeting (the “Adjournment Proposal”); (iv) to
approve, pursuant to Nasdaq listing rules, the issuance of Class A common stock in connection with the exercise of certain existing inducement warrants, and any future adjustments of the exercise price of the warrants (the “Inducement Warrant Proposal”); (v) to approve, pursuant to Nasdaq listing rules, the issuance of Class A common stock in connection with the exercise of certain existing convertible notes and
warrants, and any future adjustments of the exercise price of the warrants (the “Convertible Notes and Warrants Proposal”); (vi) to approve, pursuant to Nasdaq listing
rules, the issuance of Class A common stock in connection with the exercise of certain existing lender warrants, and any future adjustments of the exercise price of the warrants (the “Lender
Warrant Proposal”); and (vii) to approve, pursuant to Nasdaq listing rules, the issuance of Class A common stock in connection with the entry into the debt settlement agreement (the “Debt Settlement Proposal”).
At the Special Meeting, the Company’s stockholders approved the seven proposals. The final results were as follows:
Proposal 1
Reverse Stock Split Proposal
The Reverse Stock Split Proposal was approved by the following vote:
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For
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Against
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Abstain
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2,986,283
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727,980
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79,434
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Proposal 2
Warrant Exercise Proposal
The Warrant Exercise Proposal was approved by the following vote:
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For
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Against
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Abstain
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Broker Non-Vote
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888,109
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187,489
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71,530
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2,646,569
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Proposal 3
Adjournment Proposal
The Adjournment Proposal was approved by the following vote:
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For
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Against
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Abstain
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3,234,305
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478,548
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80,844
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Proposal 4
Inducement Warrant Proposal
The Inducement Warrant Proposal was approved by the following vote:
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For
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Against
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Abstain
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Broker Non-Vote
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626,538
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18,082
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502,508
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2,646,569
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Proposal 5
Convertible Notes and Warrants Proposal
The Convertible Notes and Warrants Proposal was approved by the following vote:
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For
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Against
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Abstain
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Broker Non-Vote
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626,538
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18,082
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502,508
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2,646,569
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Proposal 6
Lender Warrant Proposal
The Lender Warrant Proposal was approved by the following vote:
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For
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Against
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Abstain
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Broker Non-Vote
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626,709
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17,913
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502,506
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2,646,569
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Proposal 7
Debt Settlement Proposal
The Debt Settlement Proposal was approved by the following vote:
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For
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Against
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Abstain
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Broker Non-Vote
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626,579
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18,043
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502,506
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2,646,569
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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.
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By:
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/s/ Lon Ensler
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Name:
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Lon Ensler
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Dated:
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September 18, 2025
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Title:
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Chief Financial Officer
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