Momentus Inc. Files 8-K on Security Holder Rights
Ticker: MNTSW · Form: 8-K · Filed: Dec 10, 2024 · CIK: 1781162
Sentiment: neutral
Topics: corporate-governance, filing, legal-amendment
Related Tickers: MNTS
TL;DR
Momentus (MNTS) filed an 8-K detailing changes to security holder rights and bylaws effective Dec 4th.
AI Summary
Momentus Inc. filed an 8-K on December 10, 2024, reporting material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws, effective December 4, 2024. The filing also includes financial statements and exhibits. The company was formerly known as Stable Road Acquisition Corp. until June 28, 2019.
Why It Matters
This filing indicates significant changes to Momentus Inc.'s corporate structure or security holder agreements, which could impact investors' rights and the company's governance.
Risk Assessment
Risk Level: medium — Filings related to modifications of security holder rights and amendments to corporate bylaws can introduce new risks or alter existing ones for investors.
Key Players & Entities
- Momentus Inc. (company) — Registrant
- December 4, 2024 (date) — Effective date of reported events
- December 10, 2024 (date) — Filing date of the 8-K
- Stable Road Acquisition Corp. (company) — Former company name
- June 28, 2019 (date) — Date of name change
FAQ
What specific modifications were made to the rights of security holders?
The filing indicates 'Material Modifications to Rights of Security Holders' as an item information, but the specific details of these modifications are not provided in the provided text snippet.
What amendments were made to Momentus Inc.'s articles of incorporation or bylaws?
The filing lists 'Amendments to Articles of Incorporation or Bylaws' as an item information, but the specific content of these amendments is not detailed in the provided text.
What is the significance of the 'Financial Statements and Exhibits' being included in this 8-K?
The inclusion of 'Financial Statements and Exhibits' suggests that the modifications or amendments reported may have financial implications or require supporting documentation.
When did Momentus Inc. change its name from Stable Road Acquisition Corp.?
Momentus Inc. changed its name from Stable Road Acquisition Corp. on June 28, 2019.
What is Momentus Inc.'s principal executive office address?
Momentus Inc.'s principal executive offices are located at 3901 N. First Street, San Jose, California 95134.
Filing Stats: 1,598 words · 6 min read · ~5 pages · Grade level 12.2 · Accepted 2024-12-09 18:52:12
Key Financial Figures
- $0.00001 — tanding shares of Class A Common Stock, $0.00001 par value per share (the "Common Stock"
- $1.00 m — the Reverse Stock Split to satisfy the $1.00 minimum bid price requirement, as set for
- $1.00 — s Class A common stock must be at least $1.00 per share for a minimum of 10 consecuti
Filing Documents
- ny20039383x3_8k.htm (8-K) — 39KB
- ny20039383x3_ex3-1.htm (EX-3.1) — 7KB
- ny20039383x3_ex99-1.htm (EX-99.1) — 9KB
- ny20039383x3_ex99-1img.jpg (GRAPHIC) — 31KB
- 0001140361-24-048829.txt ( ) — 285KB
- mnts-20241204.xsd (EX-101.SCH) — 4KB
- mnts-20241204_def.xml (EX-101.DEF) — 18KB
- mnts-20241204_lab.xml (EX-101.LAB) — 27KB
- mnts-20241204_pre.xml (EX-101.PRE) — 20KB
- ny20039383x3_8k_htm.xml (XML) — 6KB
03
Item 3.03 Material Modification to Rights of Security Holders On December 4, 2024, the Board of Directors (the "Board") of Momentus Inc., a Delaware corporation (the "Company") approved a reverse stock split of the Company's issued and outstanding shares of Class A Common Stock, $0.00001 par value per share (the "Common Stock"), at a ratio of 1-for-14 (the "Reverse Stock Split"). The Reverse Stock Split will be effective as of 5:00 p.m. eastern time on Thursday, December 12, 2024 (the "Effective Date"), with the Common Stock trading on the Nasdaq Capital Market on a reverse-split adjusted basis under the Company's existing trading symbol, "MNTS," at the market open on Friday, December 13, 2024. Reason for the Reverse Stock Split The Company is effecting the Reverse Stock Split to satisfy the $1.00 minimum bid price requirement, as set forth in Listing Rule 5450(a)(1) (the "Minimum Bid Requirement"), for continued listing on the Nasdaq Stock Market LLC ("Nasdaq") exchange. As previously disclosed on March 29, 2024, the Company received a letter from Nasdaq on March 27, 2024, indicating that for the then last thirty (30) consecutive business days, the Company was not in compliance with the Minimum Bid Requirement. In accordance with Listing Rule 5810(c)(3)(A), the Company had a period of 180 calendar days, or until September 23, 2024, to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Company's Class A common stock must be at least $1.00 per share for a minimum of 10 consecutive business days as required under Nasdaq Listing Rule 5810(c)(3)(A) (unless the Nasdaq staff exercised its discretion to extend this 10-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)) during the 180-day period prior to September 23, 2024. The Company did not regain compliance by September 23, 2024, and Nasdaq staff provided written notice to the Company that the Company's securities are subject to delisting. The Company
03
Item 5.03 Amendments to Articles of Incorporation or Bylaws The information set forth in Item 3.03 of this Current Report on Form 8-K with respect to the Company's certificate of amendment to the Company's certificate of incorporation effecting the Reverse Stock Split is incorporated by reference into Item 5.03 of this Current Report on Form 8-K.
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 3.1 Form of Second Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Momentus Inc. 99.1 Press Release, dated December 9, 2024, issued by the Company 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: December 9, 2024 Title: Chief Legal Officer