Momentus Adds 4 New Proposals to Special Meeting Agenda

TL;DR

**MNTSW is scrambling to fix its balance sheet and stay listed, but these warrant approvals mean massive dilution is coming.**

AI Summary

Momentus Inc. (MNTSW) has filed a DEF 14A to supplement its original proxy statement from August 18, 2025, adding four new proposals for its Special Meeting on September 17, 2025. The company seeks stockholder approval, pursuant to Nasdaq listing rules, for the issuance of Class A common stock related to the exercise of various warrants and a debt settlement. Specifically, Proposal 4 involves the issuance of up to 4,862,058 shares of Class A common stock upon the exercise of Inducement Warrants, with an exercise price of $1.11 per share, stemming from an August 13, 2025 agreement where an existing warrant holder exercised 2,431,029 Existing Warrants for cash at $1.11 per share. Proposal 5 seeks approval for shares issued from Convertible Notes and Warrants, Proposal 6 for Lender Warrants, and Proposal 7 for a Debt Settlement Agreement. These new proposals are in addition to the previously announced proposals for a reverse stock split at a ratio of 1-for-5 through 1-for-17.85, approval of other warrant exercises, and an adjournment proposal. The Board of Directors unanimously recommends a 'FOR' vote on all seven proposals.

Why It Matters

This DEF 14A is critical for Momentus Inc. investors as it outlines significant potential dilution and capital structure changes. Approving these proposals, particularly the issuance of up to 4,862,058 shares for Inducement Warrants and other warrant-related issuances, could substantially increase the outstanding share count, impacting per-share value. The proposed reverse stock split, ranging from 1-for-5 to 1-for-17.85, is often a last-ditch effort to maintain Nasdaq listing compliance, signaling underlying financial distress. Competitors in the space will be watching to see if Momentus can stabilize its equity structure and avoid further delisting risks.

Risk Assessment

Risk Level: high — The filing indicates a high risk level due to the multiple proposals for issuing Class A common stock in connection with various warrants (Inducement, Convertible Notes, Lender) and a Debt Settlement Agreement, which collectively suggest significant potential dilution. The proposed reverse stock split, with a ratio up to 1-for-17.85, is a strong indicator of a low stock price and potential delisting risk, often preceding further value erosion.

Analyst Insight

Investors should carefully evaluate the potential for significant dilution from the proposed warrant exercises and debt settlement. Consider the implications of a reverse stock split on liquidity and future stock performance. A 'FOR' vote on these proposals, while potentially necessary for Nasdaq compliance, will likely lead to a substantial increase in outstanding shares and could pressure the stock price.

Key Numbers

• 4,862,058 — shares of Class A common stock (issuable upon exercise of Inducement Warrants)
• $1.11 — exercise price per share (for Inducement Warrants and Existing Warrants)
• 2,431,029 — Existing Warrants (exercised for cash by Warrant Investor)
• 1-for-5 through 1-for-17.85 — reverse stock split ratio range (proposed for Class A common stock)
• September 17, 2025 — date of Special Meeting (when proposals will be voted on)
• August 13, 2025 — date of Inducement Agreement (when Momentus entered into agreement with Warrant Investor)
• October 12, 2025 — deadline for stockholder approval (for Inducement Warrants)
• 5 — year anniversary (Inducement Warrants exercisable through this period after Stockholder Approval Date)
• 4.99% — beneficial ownership limit (for Inducement Warrant holders)

Key Players & Entities

• Momentus Inc. (company) — Registrant
• Nasdaq (regulator) — listing rules authority
• Jon Layman (person) — Chief Legal Officer and Corporate Secretary of Momentus Inc.
• Warrant Investor (person) — existing holder of certain existing warrants
• Securities and Exchange Commission (regulator) — filing authority
• Broadridge Financial Solutions (company) — distributor of proxy materials
• Laurel Hill (company) — proxy solicitation assistant
• $7,500 (dollar_amount) — fee paid to Laurel Hill for proxy solicitation
• New York Stock Exchange (regulator) — regulates broker-dealers and their discretion to vote

FAQ

Risk Factors

• Nasdaq Listing Rule Compliance [high — regulatory]: The company is seeking stockholder approval for the issuance of Class A common stock related to warrant exercises and debt settlement to comply with Nasdaq listing rules. Failure to obtain approval for Proposals 4, 5, 6, and 7 could result in non-compliance with Nasdaq's continued listing requirements.
• Dilution from Warrant Exercises [high — financial]: The company is seeking approval for the issuance of up to 4,862,058 shares of Class A common stock upon the exercise of Inducement Warrants at an $1.11 exercise price. This, along with other proposed issuances from convertible notes, warrants, and debt settlement, will significantly dilute existing shareholders.
• Reverse Stock Split Necessity [high — financial]: The company is proposing a reverse stock split in a range of 1-for-5 to 1-for-17.85. This action is typically undertaken to increase the per-share market price and avoid delisting from Nasdaq, indicating potential prior struggles with maintaining a minimum bid price.
• Dependence on Stockholder Approval [medium — operational]: The success of several key proposals, including the issuance of shares related to warrants and debt settlement, is contingent on stockholder approval at the September 17, 2025 Special Meeting. Insufficient votes could lead to adjournment and further uncertainty.

Industry Context

Momentus Inc. operates in the space technology sector, focusing on in-space transportation and infrastructure. The industry is characterized by rapid innovation, significant capital requirements, and increasing competition from both established aerospace companies and emerging startups. Key trends include the rise of small satellite constellations, demand for lunar and orbital services, and the development of new propulsion technologies.

Regulatory Implications

The company's reliance on Nasdaq listing rules for stock issuances is a critical regulatory aspect. Failure to secure stockholder approval for the proposed share issuances could lead to non-compliance with Nasdaq's minimum bid price or equity requirements, potentially resulting in delisting. The proposed reverse stock split is also a direct response to potential Nasdaq delisting concerns.

What Investors Should Do

1. Review the Supplement and original Proxy Statement thoroughly.
2. Submit a new proxy card.
3. Vote 'FOR' all seven proposals.
4. Attend the virtual Special Meeting or vote by proxy.

Key Dates

• 2025-08-18: Original Proxy Statement Filed — Provided initial information on proposals for the Special Meeting.
• 2025-09-08: Supplement to Proxy Statement Filed — Added four new proposals (4-7) related to stock issuance for warrants and debt settlement.
• 2025-09-17: Special Meeting of Stockholders — Date for voting on all seven proposals, including the new ones requiring Nasdaq compliance.
• 2025-07-22: Record Date for Special Meeting — Determined which stockholders are eligible to vote at the Special Meeting.
• 2025-08-13: Inducement Agreement Date — Date of the agreement leading to the exercise of 2,431,029 Existing Warrants.

Glossary

DEF 14A

A Definitive Proxy Statement filed with the SEC by a company to solicit proxies from its shareholders for an annual or special meeting. (This document supplements the original proxy statement, adding new proposals for stockholder vote.)

Inducement Warrants

Warrants issued to a party as an incentive, often in connection with a financing or debt restructuring. (Proposal 4 seeks approval for the issuance of stock upon exercise of these warrants, totaling up to 4,862,058 shares.)

Class A common stock

The common stock of Momentus Inc. that is publicly traded and subject to issuance upon warrant exercises and potential reverse splits. (The issuance of this stock is the subject of several proposals, impacting shareholder equity and Nasdaq compliance.)

Reverse Stock Split

A corporate action where a company reduces the number of its outstanding shares by consolidating them, typically to increase the per-share price. (Proposal 1 seeks authorization for a reverse stock split in a range of 1-for-5 to 1-for-17.85.)

Convertible Notes

Debt instruments that can be converted into a predetermined amount of equity (shares of common stock) at the option of the holder. (Proposal 5 seeks approval for stock issuance related to the exercise of these notes and associated warrants.)

Warrant

A security that gives the holder the right, but not the obligation, to purchase a company's stock at a specified price (exercise price) within a certain timeframe. (Multiple proposals concern the issuance of stock upon the exercise of various types of warrants.)

Debt Settlement Agreement

A formal agreement to resolve outstanding debt obligations, often involving the issuance of equity or other assets in lieu of cash payment. (Proposal 7 seeks approval for stock issuance in connection with such an agreement.)

Year-Over-Year Comparison

This DEF 14A filing is a supplement to the August 18, 2025 proxy statement, indicating a significant expansion of the agenda for the September 17, 2025 Special Meeting. While the previous filing focused on a reverse stock split and general warrant exercises, this supplement adds specific proposals for stock issuance related to Inducement Warrants, Convertible Notes and Warrants, Lender Warrants, and a Debt Settlement Agreement, all requiring Nasdaq compliance. This suggests an evolving financial situation and increased need for capital or debt restructuring since the initial filing.

Key Financial Figures

• $0.00001 — of our Class A common stock, par value $0.00001 per share ("Class A common stock" or "c
• $7,500 — The Company expects to pay Laurel Hill $7,500, plus expenses, for its services. We wi
• $1.11 — A common stock, at an exercise price of $1.11 per share. In consideration for exercis
• $5.4 m — ds of up to an additional approximately $5.4 million, before giving effect to any bene

Filing Documents

• ny20051539x4_def14a.htm (DEF 14A) — 154KB
• logo_momentus3.jpg (GRAPHIC) — 45KB
• logo_momentus3x1.jpg (GRAPHIC) — 48KB
• ny20051539x4_date.jpg (GRAPHIC) — 12KB
• ny20051539x4_pc01.jpg (GRAPHIC) — 791KB
• ny20051539x4_pc02.jpg (GRAPHIC) — 460KB
• ny20051539x4_votemail.jpg (GRAPHIC) — 11KB
• ny20051539x4_votemeeting.jpg (GRAPHIC) — 10KB
• ny20051539x4_voteonline.jpg (GRAPHIC) — 9KB
• ny20051539x4_votephone.jpg (GRAPHIC) — 8KB
• ny20051539x4_where.jpg (GRAPHIC) — 8KB
• 0001140361-25-034316.txt ( ) — 2085KB

From the Filing

DEF 14A 1 ny20051539x4_def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to 240.14a-12 MOMENTUS INC. (Name of Registrant As Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required ☐ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25 (b) per Exchange Act Rules 14a-6 (i) (1) and 0-11 MOMENTUS INC. 3901 N. First Street San Jose, California 95134 September 8, 2025 Dear Stockholder: We are writing to notify you of important information about the 2025 Special Meeting of Stockholders of Momentus Inc. (the "Company"). We previously filed and made available to our stockholders our proxy statement and related proxy materials on August 18, 2025 (the "Proxy Statement"), which contained three proposals. The enclosed supplementary proxy materials (the "Supplement") are being sent to you because we have determined to (i) add a new Proposal 4 to the original Proxy Statement in order to approve, pursuant to Nasdaq listing rules, the issuance of Class A common stock in connection with the exercise of certain existing Inducement Warrants, and any future adjustments of the exercise price of the warrants, (ii) add a new Proposal 5 to the original Proxy Statement in order to approve, pursuant to Nasdaq listing rules, the issuance of Class A common stock in connection with the exercise of certain existing Convertible Notes and Warrants, and any future adjustments of the exercise price of the warrants, (iii) add a new Proposal 6 to the original Proxy Statement in order to approve, pursuant to Nasdaq listing rules, the issuance of Class A common stock in connection with the exercise of certain outstanding Lender Warrants, and any future adjustments of the exercise price of the warrants, and (iv) add a new Proposal 7 to the original Proxy Statement in order to approve, pursuant to Nasdaq listing rules, the issuance of Class A common stock in connection with the entry into a Debt Settlement Agreement. Accordingly, we are furnishing to you, together with this letter, the Supplement to the previously furnished Proxy Statement, which reflect the revised agenda for the Special Meeting and describe the new proposals to be voted on at the Special Meeting, as well as a new proxy card for purposes of casting your vote on all of the proposals to be voted on at the Special Meeting. The Special Meeting location and time is not being changed. The Special Meeting will be held at 8:00 a.m. Pacific Time on September 17, 2025, virtually at www.virtualshareholdermeeting.com/MNTS2025SM . There is no physical location for the Special Meeting. Please read the Proxy Statement and the Supplement in their entirety as together they contain all of the information that is important to your decisions in voting at the Special Meeting. When you have finished reading the Proxy Statement and Supplement, please promptly submit your proxy by completing the enclosed new proxy card in its entirety, signing, dating and returning it in the enclosed envelope (or following the instructions to vote by Internet or telephone). We encourage you to submit your proxy so that your shares will be represented and voted at the Special Meeting, whether or not you can attend. The enclosed new proxy card permits you to submit your proxy for all seven of the proposals included in the Proxy Statement and the Supplement, and will replace any previously submitted proxy in connection with the Special Meeting. If you have already submitted your proxy and do not submit a new proxy, your previously submitted proxy will be voted at the Special Meeting with respect to all other proposals; however, the Company strongly encourages you to submit a new proxy so that your vote will be considered on Proposals 4, 5, 6, and 7. Sincerely, /s/ Jon Layman Jon Layman Chief Legal Officer and Corporate Secretary San Jose, California Amended Items of Business 1. A proposal to authorize our Board of Directors (the "Board") to amend our Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split (the "Reverse Stock Split") of the outstanding shares of our Class A common stock at a reverse stock split ratio in the range of 1-for-5 through 1-for-17.85; 2. To approve, pursuant to Nasdaq listing rules, the issuance of our Class A common

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View this DEF 14A filing on SEC EDGAR