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 January 13, 2025, Momentus Inc., a Delaware corporation (the “Company”), received a letter issued by Nasdaq Hearings Panel (the “Panel”) granting the
Company’s request to continue its listing on The Nasdaq Capital Market (“Nasdaq”) until April 15, 2025 while the Company executes its plan to regain compliance with the requirements of Nasdaq Listing Rule 5550(b). Additionally, the Panel confirmed
that the Company has regained compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2), as a result of the reverse stock split the Company
effected on December 12, 2024.
If the Company does not come into compliance with Nasdaq Listing Rule 5550(b) by April 15, 2025, the Company’s common stock will be subject to delisting
from The Nasdaq Capital Market.
| Item 7.01 |
Regulation FD Disclosure.
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The Company plans to issue a press release regarding the Panel’s letter on January 16, 2025. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
| Item 8.01 |
Other Information.
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On January 10, 2025, the U.S. District Court for the Northern District of California issued its final order and judgment approving the previously disclosed
settlement in the matters captioned Hanna v. Kabot, et al., Case No. 5:23-cv-00374 (N.D. Cal.); Rivlin v. Kabot, et al., Case No. 2:23-cv-03120 (C.D. Cal.); Lindsey v. Quiroga, et al., Case No. 20230674 (Del. Ch.); and the litigation demand made by
Momentus stockholder, Kamal Qureshi (collectively, the “Derivative Matters”). As a result of this settlement the Company is no longer a party to any shareholder derivative litigation.
Cautionary Statement regarding Forward-Looking Statements
This Current Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this Current Report, are forward-looking statements. Forward-looking statements include, but are not limited to,
statements regarding the Company’s or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, and projections, forecasts or other characterizations of future events or circumstances, including any
underlying assumptions, and are not guarantees of future performance. The words “may,” “will,” “anticipate,” “believe,” “expect,” “continue,” “could,” “estimate,” “future,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,”
“aim,” “strive,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs,
expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. For a discussion identifying additional important factors that
could cause actual results to differ materially from those anticipated in the forward-looking statements, see the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) including, but not limited to, “Risk Factors” in the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”), and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Form 10-K. The Company’s filings with
the SEC may be accessed through the Investor Relations page of its website, investors.momentus.space, or through the website maintained by the SEC at www.sec.gov. 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.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
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Exhibit Description
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Press Release of Momentus Inc. dated January 16, 2025.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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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January 15, 2025
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Title:
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Chief Legal Officer and Corporate Secretary
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Exhibit 99.1
Nasdaq Grants Momentus Inc. Continued Listing
SAN JOSE, Calif. (BUSINESS WIRE) — January 16, 2025 — Momentus Inc. (NASDAQ: MNTS) (the “Company” or “Momentus”), a U.S. commercial space company, announced today that the Nasdaq Hearings Panel issued a letter granting the Company’s request to continue its listing on The Nasdaq Capital Market until April 15, 2025, while the Company
executes its plan to regain compliance with the requirements of Nasdaq Listing Rule 5550(b).
Additionally, the Nasdaq Hearings Panel confirmed that the Company has regained compliance with the requirement to maintain a minimum bid price of $1.00
per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2) as a result of the reverse stock split the Company effected on December 12, 2024.
“We thank the Nasdaq Hearings Panel for approving our request and we have been diligently executing our compliance plan,” said Momentus Chief Executive
Officer John Rood. “With our exciting technology and capabilities to meet the growing needs of the space economy we are optimistic about our ability to raise capital and grow the business.”
About Momentus
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 that may constitute “forward-looking statements” for purposes of the federal securities laws.
Forward-looking statements include, but are not limited to, statements regarding Momentus’ or the 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 June 6, 2024, 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 https://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