Effect on Shares of Class A Common Stock
The following table, which is provided for illustrative purposes only, contains approximate information, based on share information as of [•], 2023, relating to our outstanding Class A common stock based on hypothetical reverse stock split ratios within the Ratio Range assuming that the proposal is approved and the Reverse Stock Split is implemented:
Class A Common Stock | | | [•] | | | [•] | | | [•] |
Pre-Reverse Stock Split | | | [•] | | | [•] | | | [•] |
Post-Reverse Stock Split (1:[•]) | | | [•] | | | [•] | | | [•] |
Post-Reverse Stock Split (1:[•]) | | | [•] | | | [•] | | | [•] |
After the Effective Time of the Reverse Stock Split, if implemented by the Board, our Class A common stock will have a new CUSIP number, a number used to identify our Class A common stock.
Our Class A common stock is currently registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we are subject to the periodic reporting and other requirements of the Exchange Act. The Reverse Stock Split will not affect the registration of our Class A common stock under the Exchange Act or the listing of our Class A common stock on Nasdaq. Following the Reverse Stock Split, our Class A common stock will continue to be listed on Nasdaq under the symbol “MNTS,” although it will be considered a new listing with a new CUSIP number.
Effect on Par Value
The proposed amendment to our Second Amended and Restated Certificate of Incorporation will not affect the par value of our Class A common stock, which will remain at $0.00001 per share.
Reduction in Stated Capital
As a result of the Reverse Stock Split, upon the Effective Time, the stated capital on our balance sheet attributable to our common stock, which consists of the par value per share of our common stock multiplied by the aggregate number of shares of our common stock issued and outstanding, will be reduced in proportion to the size of the Reverse Stock Split; the reduction will be subject to a minor adjustment in respect of the treatment of fractional shares, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. Our stockholders’ equity, in the aggregate, will remain unchanged.
Effect on Preferred Stock
Pursuant to our existing Second Amended and Restated Certificate of Incorporation, our authorized stock includes 20,000,000 shares of Preferred Stock, $0.00001 par value per share. The proposed amendment to our Second Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split will not impact the total authorized number of shares of Preferred Stock or the par value of the Preferred Stock.
Effect on Momentus’ Equity Plans
As of [•], 2023, we had (i) [•] and [•] shares of our Class A common stock subject to stock options and [•] and [•] shares of our Class A common stock subject to unvested restricted stock units (including performance-based units) outstanding under our 2021 Equity Incentive Plan and 2021 Employee Stock Purchase Plan (together, the “2021 Plans”), respectively; and (ii) [•] shares of our Class A common stock issued under our 2022 Inducement Equity Plan (the “Inducement Plan”, and, together with the 2021 Plans, the “Equity Plans”). The Board and the Compensation Committee of our Board, as appointed by our Board, have the discretion and authority in the event of a reverse stock split to determine the appropriate adjustment to the awards granted and outstanding, the number of shares reserved for issuance under the Equity Plans,
