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 8.01 Other
Events.
Recent Press Releases
On February 22, 2023, Momentus Inc. (“Momentus” or the “Company”) issued a press release providing an update on the Company’s Vigoride 5 mission which
launched on January 3, 2023. On February 23, 2023, Momentus issued a press release regarding the Company’s plans for launches for the remainder of 2023. Copies of these press releases are attached as Exhibits 99.1 and 99.2 to this Form 8-K. The
content of the press releases is incorporated by reference into this Item 8.01 as if set forth herein.
Class Action Update
The Company has also reached an agreement in principle to settle consolidated securities class action lawsuits against the Company and certain of its
current and former directors and former officers pending in the United States District Court for the Central District of California, captioned “In Re Stable Road Acquisition Corp. Securities Litigation, Master File No. 2:21-cv-05744” (the “Securities
Class Actions”). On February 10, 2023, the lead plaintiff in the Securities Class Actions and the Company reached an agreement in principle to settle the Securities Class Actions. Under the terms of the agreement in principle, the lead plaintiff, on
behalf of a class of all persons that purchased or otherwise acquired Company stock between October 7, 2020 and July 13, 2021, inclusive, would release the Company from all claims asserted or that could have been asserted in the Securities Class
Actions and dismiss such claims with prejudice, in exchange for payment of $8.5 million by the Company (at least $4.0 million of which is expected to be funded by insurance proceeds). The agreement in principle remains subject to the satisfaction of
various conditions, including negotiation and execution of a memorandum of understanding, final stipulation of settlement, notice to the proposed class, and approval by the United States District Court for the Central District of California. If these
conditions are satisfied, the proposed settlement will resolve all claims in the Securities Class Actions against the Company (except as to any shareholders that may elect to opt-out of the class). The Company and the other defendants have denied and
continue to deny each and all of the claims alleged in the Securities Class Actions, and the proposed settlement contains no admission of liability, wrongdoing or responsibility by any of the defendants. In the event that the Company is unable to
execute a final stipulation of settlement and obtain Court approval, the Company will continue to vigorously defend against the claims asserted in the Securities Class Actions.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit Number
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Exhibit Description
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Press Release, dated February 22, 2023, issued by Momentus Inc. regarding the Company’s Vigoride 5 Mission
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Press Release, dated February 23, 2023, issued by Momentus Inc. regarding the Company’s 2023 Launch Plans
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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: February 23, 2023
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Title:
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Chief Legal Officer and Corporate Secretary
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Exhibit 99.1
Momentus Vigoride-5 Status Update #3
SAN JOSE, Calif.--(BUSINESS WIRE)-- Feb. 22, 2023-- 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 commissioning operations of the Vigoride-5 Orbital Service Vehicle (OSV) are continuing to advance.
The Vigoride-5 OSV was launched on the SpaceX Transporter-6 mission on
January 3. As commissioning operations advance, the OSV remains in good health, and the vehicle’s power and thermal systems continue to be within nominal ranges. The solar
arrays are fully deployed and generating power within nominal ranges. Both uplink and downlink communications with the vehicle are healthy. Recent activities have included tuning the performance of the attitude determination system and completing
pressurization of the vehicle’s propulsion system. As part of the commissioning campaign, a spacecraft camera has now been activated and has begun returning images of the spacecraft, which Momentus uses for engineering evaluation.
In the coming weeks, Momentus will prioritize testing the vehicle’s innovative Microwave Electrothermal Thruster (MET). Momentus is a pioneer in
commercializing this technology. The MET is designed to use water as a propellant and 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.
Read more about the Vigoride-5 mission objectives and customers 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@momentus.space
Media: Jessica.pieczonka@momentus.space
Exhibit 99.2
SAN JOSE, Calif.--(BUSINESS WIRE) -- Feb. 23, 2023-- 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 an update on its 2023 launch schedule with the Company planning three launches
of the Vigoride Orbital Service Vehicle (OSV) this year.
“We are pleased with the operational progress that the Company continues to make in the production, testing, and on-orbit operation of our
spacecraft,” said Momentus Chief Executive Officer John Rood. “We look forward to continuing to demonstrate our technology and support our customers with space infrastructure solutions.”
The Company is adjusting its 2023 launch plans and will fly a total of three Vigoride OSVs in 2023 on the SpaceX Transporter-6, 7, and 9
missions. Following Vigoride-5, which launched on the Transporter-6 mission on January 3, Vigoride-6 is next scheduled for launch on the Transporter-7 mission, targeted for April 2023. Vigoride-7, which will mark Momentus’ fourth OSV mission, will
now fly on Transporter-9, targeted for launch in October 2023, rather than on the Transporter-8 mission slated for June.
More information about Momentus’ 2023 missions is below:
Vigoride-5
Yesterday, Momentus provided an update on its Vigoride-5 OSV. As
commissioning operations advance, the OSV remains in good health, and the vehicle’s power and thermal systems continue to be within the nominal ranges. The solar arrays are fully deployed and generating power within nominal ranges. Both uplink and
downlink communications with the vehicle are healthy. Recent activities have included tuning the performance of the attitude determination system and completing pressurization of the vehicle’s propulsion system. As part of the commissioning
campaign, a spacecraft camera has now been activated and has begun returning images of the spacecraft, which are used for engineering evaluation. Read the full update here.
Vigoride-6
Momentus has completed the assembly of the Vigoride 6 vehicle.
The Company also recently completed vibration and thermal testing of its Vigoride-6 OSV. The testing conducted at Experior Laboratories exposed the
Vigoride spacecraft to the forces and environmental factors it may experience during launch and in space. Vigoride-6 is scheduled to launch on the SpaceX Transporter-7 mission targeted for April 2023.
“Vibration and thermal testing are milestones on our path to launch as it allows us to test our vehicle under conditions and stresses that are
the closest to spaceflight that we can create on Earth,” said Rood. “With this testing successfully completed, we plan to integrate customer payloads before shipping the vehicle to the launch site later this month. We are pleased with the
productivity gains achieved in the assembly of the Vigoride-6 vehicle, which shows important improvements in reducing the number of labor hours and nonconformances beyond those seen from average learning curve improvements.”
The Vigoride-6 manifest includes the NASA LLITED payload and payloads for several commercial customers.
Vigoride-7
Vigoride-7, originally targeted to launch on the SpaceX Transporter-8 mission in June 2023, will now fly on the Transporter-9 mission in
October 2023.
“The change in our mission schedule allows us to incorporate updates to our Vigoride vehicle for things we learn from the on-orbit operation
of the first and second Vigoride missions in 2023,” said Rood. “We want to take full advantage of the ability to improve and make hardware and software adjustments to our capable Vigoride spacecraft to leverage the important flight heritage and
experience we are gaining from our early missions. This ethos of continuous improvement will serve us well into the future.”
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@momentus.space
Media: Jessica.pieczonka@momentus.space