Momentus Inc 8-K, filed May 30, 2024
Momentus Inc. (MNTS)
8-K
2024-05-30
For: 2024-05-23
View Original
Added on
April 10, 2026
About this 8-K
Momentus Inc filed this 8-K on May 30, 2024, reporting on events of May 23, 2024.
Items reported
- Item 3.01: Delisting notice or listing transfer
- Item 9.01: Financial statements and exhibits
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 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On May 23, 2024, Momentus Inc., a Delaware corporation (the “Company”), received a notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”)
stating that, since the Company has not yet filed its Form 10-Q for the period ended March 31, 2024, and because the Company has not filed its Form 10-K for the year ended December 31, 2023, the Company does not comply with Nasdaq’s Listing Rule
5250(c)(1) for continued listing.
This notification has no immediate effect on the listing of the Company’s shares on Nasdaq. However, if the Company fails to timely regain compliance
with the Nasdaq listing rules, the Company’s common stock will be subject to delisting from Nasdaq. The Company may submit a plan to regain compliance with these requirements by June 17, 2024. Any staff exception to allow the Company to regain
compliance, if granted, will be limited to a maximum of 180 calendar days from the Form 10-K’s due date, or until October 14, 2024. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to
a Nasdaq Hearings Panel.
The Company is working diligently and expects to file the Form 10-K and the Form 10-Q within the 60-day period described above, which would eliminate
the need for the Company to submit a formal plan to regain compliance.
On May 30, 2024, the Company issued a press release announcing its receipt of the Notice from Nasdaq. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Exhibit Description
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Press Release, dated May 30, 2024, issued by Momentus Inc.
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104
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Cover Page Interactive Data File (formatting in Inline XBRL and contained in Exhibit 101)
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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/ Paul Ney | |||
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Name:
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Paul Ney
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Dated:
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May 30, 2024
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Title:
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Chief Legal Officer and Corporate Secretary
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Exhibit 99.1
Momentus Receives Nasdaq Deficiency Notification Regarding Delayed Form 10-Q
SAN JOSE, Calif., May 30, 2024 – Momentus Inc. (NASDAQ: MNTS) (“Momentus” or the
“Company”), a U.S. commercial space company that offers satellite buses, transportation, and other in-space infrastructure services, today announced
that it received notice (the “Notice”) from the Nasdaq Capital Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the requirements of Nasdaq Listing Rule 5250(c)(1) as a result of not having timely filed with the U.S.
Securities and Exchange Commission (the “Commission”) the Company’s Form 10-Q for the period ended March 31, 2024, and because the Company has not filed its Form 10-K for the year ended December 31, 2023.
This notification has no immediate effect on the listing of the Company’s shares on Nasdaq. However, if the Company fails to timely regain compliance with the Nasdaq
Listing Rule, the Company’s common stock will be subject to delisting from Nasdaq. The Company may submit a plan to regain compliance with these requirements by June 17, 2024. Any staff exception to allow the Company to regain compliance, if
granted, will be limited to a maximum of 180 calendar days from the Form 10-K’s due date, or until October 14, 2024. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq
Hearings Panel.
The Company is working diligently and expects to file the Form 10-K and the Form 10-Q within the 60-day period described above, which would eliminate the need for the
Company to submit a formal plan to regain compliance.
About Momentus Inc.
Momentus is a U.S. commercial space company that offers commercial satellite buses and in-space infrastructure services including in-space transportation, hosted payloads, and other in-orbit services.
Forward-Looking Statements
This press release contains certain statements which may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking
statements include, but are not limited to, statements regarding the expected filing of the Company’s Form 10-K and Form 10-Q and its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, projections,
forecasts or other characterizations of future events or circumstances, including any underlying assumptions, and are not guarantees of future performance. Because forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Momentus’ control. Many factors could cause actual future events to differ materially from the forward-looking statements in this press
release, including but not limited to risks and uncertainties included under the heading “Risk Factors” in the Annual Report on Form 10-K filed by the Company on March 8, 2023, as such factors may be updated from time to time in our other filings
with the Commission, accessible on the Commission’s website at www.sec.gov and the Investor Relations section of our website at investors.momentus.space. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information, future events, or otherwise.
Contact:
Investors: investors@momentus.space
Media: press@momentus.space