Delaware
|
3714
|
84-1905538
|
||
(State or Other Jurisdiction of Incorporation or Organization)
|
(Primary Standard Industrial Classification Code Number)
|
(I.R.S. Employer Identification Number)
|
Stephen C. Hinton, Esq.
Bradley Arant Boult Cummings LLP
1600 Division Street, Suite 700
Nashville, Tennessee 37203
Telephone: (615) 244-2582
|
Paul Ney
Chief Legal Officer
3901 N. First Street
San Jose, CA 95134
Telephone: (650) 564-7820
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
|
Emerging growth company
|
☒
|
Item 3. |
Incorporation of Documents by Reference
|
(i) |
The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Annual
Report”), filed with the Commission on March 8, 2023;
|
(ii) |
All other reports filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the
reports, or portions thereof, deemed to have been furnished and not filed with the Commission) since the end of the fiscal year covered by the Annual Report referred to in (i) above; and
|
(iii) |
the description of the Registrant’s Common Stock contained in its Registration Statement on Form 8-A, as filed with the
SEC on November 6, 2019, as amended by the description of the Registrant's common stock contained in Exhibit 4.3 to the Annual Report filed with the Commission on March 8, 2022, and including any further amendment or report filed for the
purpose of updating such description.
|
Item 8. |
Exhibits
|
Incorporated by Reference
|
||||||||||||
Exhibit
Number
|
Exhibit Title
|
Form
|
File No.
|
Exhibit
|
Date
|
Filed
Herewith
|
||||||
Opinion of Bradley Arant Boult Cummings LLP as to the validity of the securities being registered.
|
X
|
|||||||||||
Consent of Armanino LLP, independent registered public accounting firm.
|
X
|
|||||||||||
Consent of Bradley Arant Boult Cummings LLP (included in Exhibit 5.1).
|
X
|
|||||||||||
Power of Attorney (filed as part of signature page hereto).
|
X
|
|||||||||||
Momentus Inc. 2021 Equity Incentive Plan.
|
8-K
|
001-39128
|
10.5
|
August 18, 2021
|
||||||||
Momentus Inc. 2021 Employee Stock Purchase Plan.
|
8-K
|
001-39128
|
10.8
|
August 18, 2021
|
||||||||
Filing Fee Table.
|
X
|
Momentus Inc.
|
||
Date: March 22, 2023
|
By:
|
/s/ John C. Rood
|
Name:
|
John C. Rood
|
|
Title:
|
Chief Executive Officer and Chairperson of the Board of Directors
|
Signature
|
Title
|
Date
|
||
/s/ John C. Rood
|
Chief Executive Officer and Chairman of the Board of Directors
|
|||
John C. Rood
|
(Principal Executive Officer)
|
March 22, 2023
|
||
/s/ Dennis Mahoney
|
Interim Chief Financial Officer
|
|||
Dennis Mahoney
|
(Principal Financial and Accounting Officer)
|
March 22, 2023
|
||
/s/ Chris Hadfield
|
Director
|
March 22, 2023
|
||
Chris Hadfield | ||||
/s/ Brian Kabot
|
Director
|
March 22, 2023
|
||
Brian Kabot | ||||
/s/ Mitchel Kugler
|
Director
|
March 22, 2023
|
||
Mitchel Kugler | ||||
/s/ Victorino Mercado
|
Director
|
March 22, 2023
|
||
Victorino Mercado | ||||
/s/ Kimberly A. Reed
|
Director
|
March 22, 2023
|
||
Kimberly A. Reed | ||||
/s/ Linda J. Reiners
|
Director
|
March 22, 2023
|
||
Linda J. Reiners |
Very truly yours,
|
|
/s/ Bradley Arant Boult Cummings LLP
|
Armanino LLP
12657 Alcosta Boulevard
Suite 500
San Ramon, CA 94583-4600
925 790 2600 main
925 790 2601 fax
armaninoLLP.com
|
|
|
|
|
ArmaninoLLP
|
|
San Ramon, California |
Security Type
|
Security
Class
Title
|
Fee
Calculation
Rule
|
Amount
Registered
|
Proposed
Maximum
Offering
Price Per
Unit
|
Maximum
Aggregate
Offering
Price
|
Fee
Rate
|
Amount of
Registration Fee
|
|||||||
Equity
|
Class A Common Stock, $0.00001 par value per share
|
Rule 457(h)
|
2,533,234(2)
|
$0.53 (4)
|
$1,342,614.02
|
$110.20 per $1,000,000
|
$147.96
|
|||||||
Equity
|
Class A Common Stock, $0.00001 par value per share
|
Rule 457(h)
|
422,205 (3)(6)
|
$0.45 (5)
|
$190,203.35
|
$110.20 per $1,000,000
|
$20.96
|
|||||||
Total Offering Amounts
|
$1,532,817.37
|
$168.92
|
||||||||||||
Total Fee Offsets(7)
|
—
|
|||||||||||||
Net Fee Due
|
$168.92
|
(1)
|
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Class A common stock, par value $0.00001 per share
(“Common Stock”), that become issuable under the Registrant’s 2021 Equity Incentive Plan (the “2021 Plan”) and the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”) by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.
|
(2)
|
Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2021 Plan pursuant to an “evergreen” provision contained in the 2021 Plan. Pursuant to such provision, the number of shares
reserved for issuance under the 2021 Plan automatically increases on the first day of each Fiscal Year in an amount equal to the lesser of (i) three percent (3%) of the total number of shares of Common Stock on the last day of the
immediately preceding Fiscal Year and (ii) such number of shares of Common Stock determined by the Board.
|
(3)
|
Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2021 ESPP pursuant to an “evergreen” provision contained in the 2021 ESPP. Pursuant to such provision, the number of shares
reserved for issuance under the 2021 ESPP automatically increases on the first day of each Fiscal Year in an amount equal to the lesser of (i) half a percent (0.5%) of the total number of shares of Common Stock outstanding on the last day
of the calendar month prior to the date of such automatic increase, and (ii) 1,595,445 shares of Common Stock.
|
(4)
|
Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $0.53 per share, which is the average of the high and low prices of Class A Common Stock on March 20, 2023, as reported
on the Nasdaq Global Select Market.
|
(5)
|
Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of eighty-five percent (85%) of $0.53 per share, which is the average of the high and low prices of Class A Common Stock
on March 20, 2023, as reported on the Nasdaq Global Select Market. Pursuant to the 2021 ESPP, the purchase price of the shares of Common Stock reserved for issuance thereunder will be not less than (i) an amount equal to eighty-five
percent (85%) of the fair market value of a share of Common Stock on the offering date, as selected by the Board of Directors, or (ii) an amount equal to eighty-five percent (85%) of the fair market value of a share of Common Stock on the
applicable exercise date.
|
(6)
|
In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the 2021 ESPP. In accordance with Rule 457(h)(2), no separate
fee calculation is made for plan interests.
|
(7)
|
The Registrant does not have any fee offsets.
|