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
 
May 19, 2025
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 5.07
Submission of Matters to a Vote of Security Holders.

On May 19, 2025, Momentus Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). A quorum was present at the meeting. The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting are set forth below.

Proposal 1
Election of Three Directors

Voting results for the election of directors were as follows:

Momentus Nominees
For
Withheld
Broker Non-Votes
Brian Kabot
1,187,249
112,475
1,272,324
Mitchel B. Kugler
1,212,193
87,531
1,272,324
Kimberly A. Reed
1,205,612
94,112
1,272,324

Accordingly, all three of the Company’s nominees were elected to serve as directors of the Company until the 2028 Annual Meeting of Stockholders and until their respective successors are appointed, elected and qualified.

Proposal 2
Ratification of Appointment of Auditors

Ratification of the appointment of Frank, Rimerman + Co. LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year was approved by the following vote:

For
Against
Abstain
2,480,176
75,340
16,532

Proposal 3
Warrant Repricing Proposal

Approval of the repricing of certain existing warrants of the Company issued to an institutional investor in a registered direct offering was approved by the following vote:

For
Against
Abstain
Broker Non-Vote
1,240,042
46,370
13,312
1,272,324

Proposal 4
Inducement Warrant Proposal

Approval of the issuance of Class A common stock in connection with the exercise of certain existing inducement warrants was approved by the following vote:

For
Against
Abstain
Broker Non-Vote
1,220,980
65,975
12,769
1,272,324

Proposal 5
Convertible Notes and Warrant Proposal

Approval of the issuance of Class A common stock in connection with the existence of certain existing convertible notes and warrants was approved by the following vote:

For
Against
Abstain
Broker Non-Vote
1,192,400
100,300
7,024
1,272,324

Proposal 6
Conversion Proposal

Approval of the issuance of Class A common stock in connection with the conversion of certain existing Preferred Stock into Class A common stock was approved by the following vote:

For
Against
Abstain
Broker Non-Vote
1,219,559
67,395
12,770
1,272,324

Proposal 7
Equity Incentive Plan Proposal

Approval of an amendment to the Company’s 2021 Equity Incentive Plan to increase the number of shares available for issuance thereunder was approved by the following vote:

For
Against
Abstain
Broker Non-Vote
1,131,854
161,104
6,766
1,272,324

Item 9.01
Financial Statements and Exhibits.
 
 (d) Exhibits. The exhibits listed on the exhibit index accompanying this Current Report on Form 8-K are furnished herewith.
 
Exhibit No.
  
Description
 
First Amendment to the 2021 Equity Incentive Plan.
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).

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/ Lon Ensler
   
Name:
  
Lon Ensler
Dated:
May 19, 2025
Title:
  
Interim Chief Financial Officer


Exhibit 10.1

FIRST AMENDMENT
 
TO THE
 
MOMENTUS INC.
 
2021 EQUITY INCENTIVE PLAN
 
THIS FIRST AMENDMENT TO THE MOMENTUS INC. 2021 EQUITY INCENTIVE PLAN (this “First Amendment”) is effective as of May 19, 2025. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Plan (as defined below), and all section references shall refer to the Plan.
 
RECITALS
 
WHEREAS, Momentus Inc. (the “Company”) currently awards long-term compensation to certain non‑employee directors, employees, and consultants under its 2021 Equity Incentive Plan (as amended, the “Plan”);
 
WHEREAS, the Plan reserves 8,547 shares of Class A common stock, on a split-adjusted basis, for issuance in connection with awards granted thereunder;
 
WHEREAS, the Company desires to amend the Plan to increase the number of shares of Class A common stock reserved for issuance under the Plan by 950,000 shares;
 
WHEREAS, this First Amendment requires the approval of the Company’s stockholders; and
 
WHEREAS, the Board has determined that it is in the best interests of the Company, subject to the approval of the Company’s stockholders at the Company’s 2025 Annual Meeting of Stockholders, to amend the Plan to increase the number of shares of Class A common stock reserved for issuance under the Plan by an additional 950,000 shares, from 125,627 shares to 1,075,627 shares, and to amend the Plan as set forth in this First Amendment.
 
NOW, THEREFORE, the Plan shall be amended effective as of the date hereof as follows:
 
1. Paragraph 3(a) of the Plan is deleted in its entirety and replaced with the following:
 
(a) Stock Subject to the Plan. Subject to the provisions of Sections 3(b) and 15 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is will not exceed the sum of (i) 1,075,627 new Shares, plus (ii) the number of Shares subject to awards or issued under the Company’s Amended and Restated 2018 Stock Plan and Space Apprentices Enterprise Inc. 2018 Stock Plan (the “Existing Plans”) that otherwise would have been returned to the Existing Plans on or after the Effective Date on account of the expiration, cancellation, forfeiture or repurchase of awards granted thereunder. The Shares may be authorized, but unissued, or reacquired Common Stock. Notwithstanding the foregoing, subject to the provisions of Section 15 below, in no event shall the maximum aggregate number of Shares that may be issued under the Plan pursuant to Incentive Stock Options exceed the number set forth in this Section 3(a) plus, to the extent allowable under Section 422 of the Code and the regulations promulgated thereunder, any Shares that again become available for issuance pursuant to Sections 3(b) and 3(c).
 
2. Except as modified herein, all other terms and conditions of the Plan shall remain in full force and effect. In the event of a conflict between this First Amendment and the Plan, this First Amendment shall control.
 
IN WITNESS WHEREOF, the undersigned has executed this First Amendment to the Plan, to be effective as of the date first written above.
 
 
MOMENTUS INC.
   
 
By:
/s/ Lon Ensler
   
 
Name: Lon Ensler
   
 
Title: Interim Chief Financial Officer