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
 
July 5, 2023
Date of Report (date of earliest event reported)
 
Momentus Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-39128
84-1905538
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

3901 N. First Street
San Jose, California
 
95134
(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
Class A common stock
MNTS
The Nasdaq Stock Market LLC
Warrants
MNTSW
The Nasdaq Stock Market LLC
 
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.

On July 5, 2023, Momentus Inc. (the “Company”) issued a press release, a copy of which is furnished as Exhibit 99.1 hereto and incorporated by reference into this Item 8.01, announcing that the Company has cancelled its 2023 Annual Meeting of Stockholders (the “Annual Meeting”), which was originally scheduled to be held on May 30, 2023, but was adjourned several times (most recently to July 7, 2023) due to lack of quorum.

Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
Number
 
Exhibit Description
     
     
 
Press Release, dated July 5, 2023.
104   Cover Page Interactive Data File (formatted as Inline XBRL)
     

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:
July 5, 2023
Title:
 
Chief Legal Officer and Corporate Secretary
         




Exhibit 10.1
 
Momentus Announces Cancellation of FY 2023 Annual Meeting of Stockholders
 
SAN JOSE, Calif.--(BUSINESS WIRE)--Momentus Inc. (NASDAQ: MNTS) ("Momentus" or the "Company"), a U.S. commercial space company that offers orbital transportation and in-space infrastructure services, has cancelled the Company’s annual meeting of stockholders for fiscal year 2023 that was originally scheduled for May 30, 2023, but was adjourned several times due to a lack of quorum, most recently until July 7, 2023.
 
In lieu of holding the 2023 annual meeting, the Company intends to call and hold an annual meeting of stockholders in May 2024, or at such other date as will be set forth in the Company’s notice and proxy statement for the 2024 annual meeting.
 
For additional information, please see the Company’s current Report on Form 8-K filed with the Securities and Exchange Commission and available on the SEC’s website at www.sec.gov.
 
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 planned in-space transfer and service vehicles that will be powered by an innovative water plasma-based propulsion system.
 
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 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
Investors:
investors@momentus.space
 
Media:
press@momentus.space