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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Appointment of Interim Chief Financial Officer
On March 25, 2024, Momentus Inc. (the “Company”), announced the appointment of Lon Ensler, age 65, as the interim Chief Financial Officer of the Company, effective on April 2, 2024.
Mr. Ensler will assume the responsibilities of current Chief Financial Officer Eric Williams, who tendered his resignation from the Company on March
19, 2024, to be effective end of day April 1, 2024.
Mr. Ensler has more than 30 years of experience as a financial executive. Since February 2019, he served as the Chief Financial Officer of Ziteo
Medical, Inc., a provider of next generation molecular imaging medical devices. Prior to that, Mr. Ensler provided advisory, consulting and interim CFO services for a number of companies through his consulting firm Ensler Consulting from June 2015
through February 2019. Prior to that, Mr. Ensler served as the Chief Financial Officer of Xradia, Inc., a provider of high-tech capital equipment, from 2008 until 2015.
There are no family relationships between Mr. Ensler and any director or executive officer of the Company, and he has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
As Interim Chief Financial Officer, Mr. Ensler will be compensated at a rate of $340 per hour.
| Item 7.01 |
Regulation FD Disclosure.
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On March 25, 2024, the Company issued a press release regarding the management changes discussed above. A copy of the press release is attached as
Exhibit 99.1 to this Form 8-K.
This information and the information contained in Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as may be expressly set forth by specific reference in any such filing, regardless of any general incorporation language in the filing.
The Company does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in its expectations or any change in
events, conditions, or circumstances on which any forward-looking statement is based.
| Item 8.01 |
Other Events.
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On March 25, 2024, 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 special meeting of the stockholders, which was originally scheduled to be held on March 15, 2024, but was adjourned to March 25, 2024 due to lack of quorum.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit Number
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Exhibit Description
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Press Release, dated March 25, 2024, issued by Momentus Inc.
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Press Release, dated March 25, 2024, issued by Momentus Inc.
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104
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Cover Page Interactive Data File (formatted 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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March 25, 2024
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Title:
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Chief Legal Officer and Corporate Secretary
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Exhibit 99.1
Momentus Announces Chief Financial Officer Transition
SAN JOSE, Calif.--(BUSINESS WIRE)--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, welcomes new interim Chief Financial Officer (CFO) Lon Ensler to the Company.
Ensler will assume the role of interim CFO on April 2, following the departure of the Company’s incumbent Chief
Financial Officer, Eric Williams.
Lon Ensler brings over 30 years of financial leadership and experience to Momentus. His diverse background
spans both established corporations and dynamic startups, making him an excellent fit to enable the company’s growth trajectory.
Momentus CEO John Rood said, “We’re thrilled to welcome Lon to our executive team. His wealth of experience at
both large companies and tech startups are well suited to guide the company’s growth. Lon has a strategic mindset, experience raising capital, mergers and acquisitions, and guiding financial planning and execution to enable growth.”
Momentus’ current Chief Financial Officer, Eric Williams, has resigned from his role effective the end of day
April 1, 2024. Williams assumed the role as Momentus’ Chief Financial Officer on May 11, 2023. In this role, he led the Company’s accounting and financial planning and analysis group. Under his guidance, Momentus completed several transactions
to raise capital, engaged with public markets investors, and prepared for future milestones.
About Momentus
Momentus is a U.S. commercial space company that offers 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 closing of the offering and fulfillment of customary closing conditions, Momentus or 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 Securities and Exchange Commission (the “SEC”), accessible on the SEC’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.
Contacts
Momentus Contacts
Investors:
investors@momentus.space
Media:
press@momentus.space
Exhibit 99.2
Momentus Announces Cancellation of Special Meeting of Stockholders
SAN JOSE, CA – March 25, 2024– Momentus Inc. (NASDAQ: MNTS) (“Momentus” or the “Company”), announced
today that it has cancelled the Company’s special meeting of stockholders that was originally scheduled for March 15, 2024, but was adjourned due to a lack of quorum.
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 in-orbit services.
For media inquiries:
press@momentus.space
For investor relations inquiries:
investors@momentus.space