Momentus Inc. Files 8-K on Security Holder Rights and Bylaws

Ticker: MNTSW · Form: 8-K · Filed: Dec 15, 2025 · CIK: 1781162

Sentiment: neutral

Topics: corporate-governance, filing-update, legal-amendment

TL;DR

Momentus Inc. filed an 8-K on 12/15/25, updating bylaws and security holder rights.

AI Summary

On December 15, 2025, Momentus Inc. filed an 8-K report detailing material modifications to security holder rights and other events. The filing also includes amendments to its articles of incorporation or bylaws and financial statements. The company, previously known as Stable Road Acquisition Corp., is incorporated in Delaware and headquartered in San Jose, California.

Why It Matters

This 8-K filing indicates significant corporate actions by Momentus Inc., potentially impacting the rights of its security holders and its governance structure.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and amendments to governing documents can introduce new risks or alter existing ones for investors.

Key Numbers

Key Players & Entities

FAQ

What specific material modifications were made to the rights of security holders?

The filing indicates material modifications to the rights of security holders, but the specific details of these modifications are not provided in the header information and would require reviewing the full document content.

What were the key amendments to Momentus Inc.'s articles of incorporation or bylaws?

The filing states that amendments were made to the articles of incorporation or bylaws, but the specific nature of these amendments is not detailed in the provided header information.

What is the significance of the 'Other Events' item listed in the 8-K?

The 'Other Events' item suggests that Momentus Inc. is reporting events not covered by other standard 8-K items, the specifics of which would be detailed within the full filing.

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 fiscal year end?

Momentus Inc.'s fiscal year ends on December 31.

Filing Stats: 1,513 words · 6 min read · ~5 pages · Grade level 11.3 · Accepted 2025-12-15 11:50:26

Key Financial Figures

Filing Documents

03

Item 3.03 Material Modification to Rights of Security Holders On December 3, 2025, 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-17.85 (the "Reverse Stock Split"). The Reverse Stock Split will be effective as of 5:00 p.m. Eastern Time on Wednesday, December 17, 2025 (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 Thursday, December 18, 2025. 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. Effects of the Reverse Stock Split Effective Date; Symbol; CUSIP Number . The Reverse Stock Split becomes effective with Nasdaq and the Common Stock will begin trading on a split-adjusted basis at the open of business on the day following the Effective Date. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 60879E408. The trading symbol for the Company, MNTS, will not be changed. Split Adjustment; Treatment of Fractional Shares . On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically into (i) the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Stock Split divided by (ii) seventeen and eighty-five hundredths (17.85). Any fractional share of Common Stock that would otherwise result from the Reverse Stock Split will be rounded to a whole share and, as such, any stockholder who otherwise wou

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.

01

Item 8.01 Other Events. On December 15, 2025, the Company issued a press release, a copy of which is furnished as Exhibit 99.2 hereto and incorporated by reference into this Item 8.01, announcing that the Company has cancelled its 2025 Special Meeting of Stockholders (the "Special Meeting"), which was originally scheduled to be held on November 24, 2025, but was adjourned to December 15, 2025 due to lack of quorum.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 3.1 Form of Third Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Momentus Inc. 99.1 Press Release, dated December 15, 2025, issued by the Company. 99.2 Press Release, dated December 15, 2025, issued by the Company. 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 Title: Chief Financial Officer Dated: December 15, 2025

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