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)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
| (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 | ||||||
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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.
Appointment of Interim Chief Financial Officer
On January 3, 2023, Momentus Inc. (the “Company”) announced the appointment of Dennis Mahoney, age 69, as the Interim Chief Financial Officer and principal accounting officer of the Company, effective as of January 7, 2023.
Mr. Mahoney is the CEO of consulting firm SequoiaCFO, which he founded in 2001, and has more than 30 years of experience as a financial executive at a number of privately-held and publicly-traded businesses. Most recently he served as the Chief Financial Officer of Pivotal Systems (ASX:PVS), a provider of gas flow monitoring and control technology for semiconductor manufacturing, from June 2020 to May 2021. Prior to that, Mr. Mahoney served as the Chief Financial Officer and Director of Strategic Operations for NextFlex, a flexible hybrid electronics manufacturing company, from January 2016 through January 2020. Mr. Mahoney started his career in 1976 on the audit staff of Ernst & Young.
There are no family relationships between Mr. Mahoney 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. Mahoney will be compensated at a rate of $450 per hour.
Item 7.01 Regulation FD Disclosure.
The following information is provided pursuant to Item 7.01 of Form 8-K, “Regulation FD Disclosure.”
On January 3, 2023, 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.
On January 3, 2023, the Company issued a press release announcing that it has launched its Vigoride orbital transfer vehicle to low-earth orbit on the SpaceX Transporter-6 mission. A copy of the press release is attached as Exhibit 99.2 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Exhibit Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | |||||||
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: | January 3, 2023 | Title: | Chief Legal Officer | |||||||||||
Momentus Welcomes Chris Kinman as Chief Commercial Officer and Dennis Mahoney as Interim Chief Financial Officer New Additions Join Experienced Leadership Team Focused on Growth SAN JOSE, Calif.--(BUSINESS WIRE)—January 3, 2022-- Momentus Inc. (NASDAQ: MNTS) ("Momentus" or the "Company"), a U.S. commercial space company that offers transportation and other in-space infrastructure services, today announced that Chris Kinman will join Momentus as Chief Commercial Officer effective January 9 and Dennis Mahoney will serve as Interim Chief Financial Officer effective January 7. "Chris and Dennis' careers show a track record of results in energizing growth and building trusted relationships with key government, civil, and commercial customers," said Momentus Chief Executive Officer John Rood. "Their expertise will guide our sales and financial teams as the Company seeks to meet the growing demand for in-space transportation and infrastructure services and create value for our shareholders." Kinman brings more than 30 years of experience in business development, engineering, program management, capture management, and driving growth in the defense and civil government and commercial space sectors. Most recently, Kinman served as a Senior Business Development Executive for Northrop Grumman's Space Sector. In this role, he led the business development team in the capture of Intelligence Community and DoD space opportunities, working directly with USG end users, including the Space Development Agency, Space Force, and U.S. Army. He successfully led and helped capture multiple satellite and payload opportunities at Northrop, valued at several billion dollars in total contract value. "I am both delighted and honored to join the Momentus team during such an exciting time for the Company with the continued growth in the space infrastructure services market," said Kinman. "I look forward to applying my expertise in the space and government sectors to develop innovative solutions for our customer base and meet Momentus' growth vision to make space sustainable for future generations." Mahoney is a seasoned professional with over 40 years of experience, including serving as CFO or senior financial executive of six public companies listed on the NYSE, NASDAQ, and ASX. He has negotiated and closed four acquisitions in the United States and Europe, and one company sale. Mahoney has deep experience in defining financial strategy, scaling operations, and driving profitable growth across a spectrum of companies in the technology, semiconductor, pharmaceutical, and medical device industries, including startups through organizations with $1.5 billion in revenue. In these roles, Mahoney has enabled international expansions, led operations, licensed products, led government compliance, and defined global tax strategy. He has closed over $450 million in equity and debt financing, including IPOs and private equity.
Mahoney is the founder and CEO of SequoiaCFO, where he provides executive financial consulting services to global clients. In this role, he has helped a range of tech companies grow and expand internationally. "I am honored and pleased to be joining the extraordinary team at Momentus in its critical mission of providing transportation and other in-space infrastructure services to support a thriving space economy,” said Mahoney. “Momentus is a company with great potential impact. I look forward to helping the Momentus team in every way that I can as interim CFO to advance its mission in advancing how the world operates in space.” About Momentus Momentus is a U.S. commercial space company that offers in-space infrastructure services, including in-space transportation, hosted payloads and in-orbit services. Momentus believes it can make new ways of operating in space possible with its in-space transfer and service vehicles that will be powered by an innovative water plasma-based propulsion system that is under development. 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 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 “Risk Factors” in the Proxy Statement/Prospectus filed by the Company on July 23, 2021, 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. Contact Investors Darryl Genovesi at investors@momentus.space Media Jessica Pieczonka at press@momentus.space
Momentus Launches Vigoride Orbital Service Vehicle on SpaceX Transporter-6 Mission SAN JOSE, Calif.--(BUSINESS WIRE)-- Momentus Inc. (NASDAQ: MNTS) ("Momentus" or the "Company"), a U.S. commercial space company that offers transportation and other in- space infrastructure services, launched its second demonstration flight of the Vigoride Orbital Service Vehicle (OSV) to low-Earth orbit aboard the SpaceX Transporter-6 mission today. Momentus established contact with its Vigoride vehicle on its first orbital pass and confirmed that both solar arrays are deployed, and that the vehicle is generating power and charging its batteries. The Vigoride OSV is designed to support a range of transportation and in-space infrastructure services. A key part of the Vigoride spacecraft is the Microwave Electrothermal Thruster (MET) that is designed to use water as a propellant. The MET is designed to produce thrust by expelling extremely hot gases through a rocket nozzle. Unlike a conventional chemical rocket engine, which creates thrust through a chemical reaction, the MET is designed to create a plasma and thrust using microwave energy. Using the MET, Momentus aims to offer cost-effective, efficient, safe, and environmentally friendly propulsion to meet the demands for in-space transportation and infrastructure services. Priorities for this flight include hosting Caltech’s Space-based Solar Power Project payload, deploying a satellite with the Qosmosys’ Zeus-1 payload, and testing Vigoride’s performance in space, including its MET system. "Today's mission marks the second Momentus Vigoride OSV to arrive in orbit and is the first of four missions slated for 2023,” said Momentus Chief Executive Officer John Rood. “I’m proud of the substantial progress our talented team of engineers continues to make in maturing our technology. On this flight, in addition to meeting our commitments to our customers, we’ll put Vigoride through a series of tests to establish its performance in space. We’re particularly interested in testing the MET as our propulsion system aims to provide greater efficiency than a chemical system while generating a higher thrust than electric propulsion. The outcomes of this mission will continue to inform our approach as we look toward advancing our service offerings and tackling the complex in-space infrastructure needs of government, civil and commercial customers.”
Momentus launched its inaugural mission in May 2022. The Company successfully deployed eight customer satellites during that mission for FOSSA Systems, Orbit NTNU and Bronco Space at the California State Polytechnic University. Read more about Momentus’ recent accomplishments and look ahead at 2023 here. About Momentus Momentus is a U.S. commercial space company that offers in-space infrastructure services, including in-space transportation, hosted payloads and in-orbit services. Momentus believes it can make new ways of operating in space possible with its in-space transfer and service vehicles that will be powered by an innovative water plasma-based propulsion system that is under development. 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 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 9, 2022, 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 Investors Darryl Genovesi at investors@momentus.space Media Jessica Pieczonka at press@momentus.space