Momentus Inc

S-11 ny20039820x1_s1.htm FORM S-1

As filed with the Securities and Exchange Commission on December 10, 2024.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MOMENTUS INC.

(Exact Name of Registrant as Specified in Its Charter)

(650) 564-7820

(Address, Including Zip Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

John C. Rood

Chief Executive Officer

Telephone: (650) 564-7820

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated December 10, 2024

PRELIMINARY PROSPECTUS

Momentus Inc.

Up to 15,414,414 Shares of Common Stock, or 1,101,030 Shares of Common Stock on a Post-Split Basis

This Prospectus relates to the offer and sale from time-to-time of up to 15,414,414 shares of Class A common stock, par value $0.00001 per share (the “Common Stock”), or 1,101,030 shares of Common Stock on a Post-Split Basis of Momentus Inc. (the “Company,” “Momentus,” “we,” “our” or “us”) by the Selling Stockholder identified in this prospectus or its permitted transferees (collectively, the “Selling Stockholder”). The shares of Common Stock registered for resale pursuant to this prospectus consist of (i) 3,260,377 shares of Common Stock, or 232,885 shares of Common Stock on a Post-Split Basis shares of Common Stock (“Initial Conversion Shares”), issuable to the Selling Stockholder upon conversion of the secured convertible promissory note dated July 12, 2024 by the Company (as amended, the “Initial Convertible Note”); (ii) 5,668,934 shares of Common Stock, or 404,924 shares of Common Stock on a Post-Split Basis (“Subsequent Conversion Shares” and together with the Initial Conversion Shares, collectively, the “Conversion Shares”), issuable to the Selling Stockholder upon conversion of the secured convertible promissory note dated October 24, 2024 (as amended, the “Subsequent Convertible Note” and, together with the Initial Convertible Note, the “Convertible Notes”); and (iii) 6,485,103 shares of Common Stock, or 463,222 shares of Common Stock on a Post-Split Basis, issuable to the Selling Stockholder upon exercise of certain warrants issued to the Selling Stockholder (collectively, the “Warrant Shares”).

We are not selling any shares of Common Stock under this prospectus and will not receive any proceeds from the sale by the Selling Stockholder of the Warrant Shares.

Sales of the Warrant Shares by the Selling Stockholder may occur at fixed prices, at market prices prevailing at the time of sale, at prices related to the prevailing market or at negotiated prices. The Selling Stockholder may sell shares to or through underwriters, broker-dealer or agents, who may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholder, the purchasers of the shares, or both.

We will not receive any of the proceeds from such sales of the shares of Common Stock. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Stockholder will bear all commissions and discounts, if any, attributable to its sale of shares of Common Stock. See “Plan of Distribution” of this prospectus.

Our registration of the securities covered by this prospectus does not mean that either we or the Selling Stockholder, will issue, offer or sell, any of the securities.

In order to regain compliance with the Minimum Bid Price Requirement (as defined herein), on December 4, 2024, the board of directors of the Company approved a reverse stock split ratio of 1-for-14 approved by the stockholders of the Company on December 2, 2024 (the “Effective Date”), with the Common Stock trading on the Nasdaq Capital Market on a reverse-split adjusted basis under the Company’s basis under the Company’s existing trading symbol, “MNTS”, at the market open on Friday, December 13, 2024. Unless otherwise noted, all share, per share, and pricing information relating to our Common Stock in this registration statement is presented assuming that the share amounts are on a basis immediately prior to the Reverse Stock Split. Any correlative appropriate share number adjustments pursuant to, and subsequent to, the Reverse Stock Split, assuming the occurrence and effectiveness thereof, are referred to herein as being on a “Post-Split Basis”.

Our Common Stock is listed on the Nasdaq Capital Market under the symbol “MNTS.” On December 9, 2024, the last reported sales price of our Common Stock was $0.5631 per share.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and, as such, have elected to comply with certain reduced disclosure and regulatory requirements.

Investing in our securities involves risks. See the section entitled “Risk Factors” on page 8 of this prospectus to read about factors you should consider before buying our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024.