Momentus (NASDAQ: MNTS) wins approval for reverse split and equity issuances

Rhea-AI Filing Summary

Momentus Inc. held a Special Meeting of Stockholders where all seven proposals were approved. Stockholders authorized the Board to implement a reverse stock split of the Class A common stock at a ratio between 1-for-5 and 1-for-17.85, giving the Board flexibility to adjust the share count. They also approved several proposals required by Nasdaq listing rules that permit the issuance of Class A common stock upon exercise of various existing warrants, inducement warrants, convertible notes and related warrants, and lender warrants, as well as in connection with a debt settlement agreement. These approvals clear the way for potential future equity issuances tied to existing financing and settlement arrangements.

Insights

Capital structure & governance analyst

Momentus shareholders cleared multiple tools to restructure equity and address obligations.

Stockholders approved a reverse stock split authorization in a range from 1-for-5 to 1-for-17.85. This gives the Board broad discretion to reduce the number of outstanding Class A common shares, which can change the per-share price and share count without altering overall equity value.

They also approved several Nasdaq-related proposals allowing issuance of Class A common stock upon exercise of existing warrants, inducement warrants, convertible notes and related warrants, lender warrants, and under a debt settlement agreement. These approvals tie equity issuance to instruments already in place, aligning future share issuance with financing and settlement terms.

The voting results show solid support for the capital structure measures, with the reverse split and adjournment proposals both receiving over 2.9 million votes in favor. Actual effects on share count and ownership will depend on the specific reverse split ratio the Board selects and the extent to which holders exercise or convert their existing securities.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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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

September 17, 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 September 17, 2025, Momentus Inc. (the “Company”) held its 2025 Special Meeting of Stockholders (the “Special Meeting”). A quorum was present at the meeting. The final results of voting for each matter submitted to a vote of stockholders at the Special Meeting are set forth below.

Matters submitted to the stockholders and voted upon at the Special Meeting, which are more fully described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 19, 2025 and the Company’s definitive proxy statement supplement filed with the SEC on September 8, 2025, were (i) to authorize the Company’s Board of Directors (the “Board”) to amend the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s outstanding shares of Class A common stock at a reverse stock split ratio in the range of 1-for-5 through 1-for-17.85 (the “Reverse Stock Split Proposal”); (ii) to approve, pursuant to Nasdaq listing rules, the issuance of our Class A common stock in connection with the exercise of certain outstanding warrants, and any future adjustments of the exercise price of the warrants (the “Warrant Exercise Proposal”); (iii) to approve the postponement or adjournment of the Special Meeting if necessary or appropriate, to permit further solicitation and vote of proxies if there were insufficient votes to approve any of the proposals at the time of the Special Meeting (the “Adjournment Proposal”); (iv) 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 (the “Inducement Warrant Proposal”); (v) 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 (the “Convertible Notes and Warrants Proposal”); (vi) to approve, pursuant to Nasdaq listing rules, the issuance of Class A common stock in connection with the exercise of certain existing lender warrants, and any future adjustments of the exercise price of the warrants (the “Lender Warrant Proposal”); and (vii) to approve, pursuant to Nasdaq listing rules, the issuance of Class A common stock in connection with the entry into the debt settlement agreement (the “Debt Settlement Proposal”).

At the Special Meeting, the Company’s stockholders approved the seven proposals. The final results were as follows:

Proposal 1

Reverse Stock Split Proposal

The Reverse Stock Split Proposal was approved by the following vote:

For	Against	Abstain
2,986,283	727,980	79,434

Proposal 2

Warrant Exercise Proposal

The Warrant Exercise Proposal was approved by the following vote:

For	Against	Abstain	Broker Non-Vote
888,109	187,489	71,530	2,646,569

Proposal 3

Adjournment Proposal

The Adjournment Proposal was approved by the following vote:

For	Against	Abstain
3,234,305	478,548	80,844

Proposal 4

Inducement Warrant Proposal

The Inducement Warrant Proposal was approved by the following vote:

For	Against	Abstain	Broker Non-Vote
626,538	18,082	502,508	2,646,569

Proposal 5

Convertible Notes and Warrants Proposal

The Convertible Notes and Warrants Proposal was approved by the following vote:

For	Against	Abstain	Broker Non-Vote
626,538	18,082	502,508	2,646,569

Proposal 6

Lender Warrant Proposal

The Lender Warrant Proposal was approved by the following vote:

For	Against	Abstain	Broker Non-Vote
626,709	17,913	502,506	2,646,569

Proposal 7

Debt Settlement Proposal

The Debt Settlement Proposal was approved by the following vote:

For	Against	Abstain	Broker Non-Vote
626,579	18,043	502,506	2,646,569

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:	September 18, 2025	Title:		Chief Financial Officer

FAQ

What did Momentus Inc. (MNTS) stockholders approve at the 2025 Special Meeting?

Stockholders approved seven proposals, including authorization for a reverse stock split of Class A common stock and multiple Nasdaq-related approvals for issuing Class A shares upon exercise or conversion of various existing warrants, notes, and a debt settlement agreement.

What reverse stock split range did Momentus (MNTS) shareholders authorize?

Shareholders authorized the Board to implement a reverse stock split of Momentus Class A common stock at a ratio between 1-for-5 and 1-for-17.85, allowing flexibility in how much the share count may be reduced.

How did Momentus shareholders vote on the reverse stock split proposal?

The reverse stock split proposal received 2,986,283 votes for, 727,980 votes against, and 79,434 abstentions, indicating strong approval for granting the Board this authority.

What is the Warrant Exercise Proposal approved for Momentus (MNTS)?

The Warrant Exercise Proposal approves, under Nasdaq rules, the issuance of Class A common stock when certain outstanding warrants are exercised, including any future adjustments to the warrants’ exercise price.

What did the Inducement Warrant and Convertible Notes and Warrants Proposals cover for Momentus?

The Inducement Warrant Proposal and the Convertible Notes and Warrants Proposal each approve the issuance of Class A common stock, under Nasdaq rules, when certain existing inducement warrants and certain existing convertible notes and related warrants are exercised or converted, including future exercise price adjustments.

What is the Debt Settlement Proposal approved by Momentus stockholders?

The Debt Settlement Proposal approves, pursuant to Nasdaq listing rules, the issuance of Class A common stock in connection with the company’s entry into a debt settlement agreement, allowing equity to be used in that settlement structure.

Did all proposals at the Momentus 2025 Special Meeting pass?

Yes. All seven proposals, including the reverse stock split authorization, warrant- and note-related share issuance approvals, the adjournment proposal, the lender warrant proposal, and the debt settlement proposal, were approved by stockholders.