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
August 22, 2023
Date of Report (date of earliest event reported)
Momentus Inc.
(Exact name of registrant as specified in its charter)
|
Delaware
|
001-39128
|
84-1905538
|
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
|
3901 N. First Street
San Jose, California
|
|
95134
|
|
|
|
|
(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
|
|
Class A common stock
|
MNTS
|
The Nasdaq Stock Market LLC
|
|
Warrants
|
MNTSW
|
The Nasdaq Stock Market LLC
|
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 August 21, 2023, 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-50 (the “Reverse Stock Split”). The Reverse Stock Split will be effective as of 11:59
p.m. eastern time on August 23, 2023 (the “Effective Date”).
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. As previously disclosed on March 24, 2023, the Company received a letter from Nasdaq on March 20, 2023, indicating that for the then
last thirty (30) consecutive business days, the Company was not in compliance with the Minimum Bid Requirement.
In accordance with Listing Rule 5810(c)(3)(A), the Company has been granted one-hundred eighty (180) calendar days, or until September
18, 2023, to regain compliance with the Minimum Bid Requirement (the “Compliance Period”). To regain compliance, the closing bid price of the Company’s Common Stock must be at least $1.00 per share for a minimum of ten (10) consecutive business
during the Compliance Period.
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 60879E200. 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) 50. 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 50 and multiplying the exercise or conversion price thereof by
50, 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 an amended and restated certificate of incorporation (the “Certificate”) with the Delaware Secretary of
State effective 11:59 p.m. eastern time, on August 23, 2023, 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 August 22, 2023, the stockholders approved a proposal to grant the Board of Directors discretion to implement a reverse stock split in a range of
one-for-thirty up to one-for-fifty. As such the Reverse Stock Split was approved in accordance with Delaware law.
Capitalization. As of July 21, 2023, there were 97,865,322 shares of Common Stock outstanding. As a result of the Reverse Stock Split, there will be approximately 1,957,307 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 amended and restated
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 5.07 |
Submission of Matters to a Vote of Security Holders
|
A special meeting of stockholders (the “Special Meeting”) of the Company was held on August 22, 2023. 39,084,274 shares of the Company’s Common Stock (including shares represented by proxy) were present at the Special Meeting, representing approximately 39.94% of the shares of the Common Stock outstanding as of July 21, 2023, the record date for the Special Meeting, and a quorum.
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 on July 27, 2023, were (i) to authorize the Board to amend the Company’s Second Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split of
the Company’s outstanding shares of Common Stock at a reverse stock split ratio in the range of one-for-thirty through one-for-fifty (the “Reverse Stock Split Proposal”), and (ii) 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 the Reverse Stock Split Proposal (the “Adjournment Proposal”).
At the Special Meeting, the Company’s stockholders approved the two proposals. The final results were as follows:
|
(1) |
Approval of the Reverse Stock Split Proposal by the stockholders of the Company, voting as a single class:
|
|
(2) |
Approval of the Adjournment Proposal by the stockholders of the Company, voting as a single class:
|
On August 22, 2023, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached
hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits.
|
(d) Exhibits
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Second Amended and Restated Certificate of Incorporation of Momentus Inc.
|
|
|
|
Press Release, dated August 22, 2023, issued by the Company
|
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL)
|
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/Paul Ney
|
|
|
Name:
|
|
Paul Ney
|
|
Dated:
|
August 22, 2023
|
Title:
|
|
Chief Legal Officer
|