Momentus Inc.
For the period ended Sep 17, 2025. Filed Aug 19, 2025.
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Sep 17, 2025 · Filed Aug 19, 2025
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DEF 14A 1 ny20051539x2_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 |
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| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
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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. |
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| ☐ | Fee computed on table in exhibit required by Item 25 (b) per Exchange Act Rules 14a-6 (i) (1) and 0-11 |
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| 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 (the “Reverse Stock Split Proposal”); 2. 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”); and 3. Any postponement or adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if there are insufficient votes to approve the Reverse Stock Split Proposal or the Warrant Exercise Proposal at the time of the Special Meeting (the “Adjournment Proposal”). Special Meeting Details You can vote if you are a stockholder of record as of the close of business on July 22, 2025. The Special Meeting of Stockholders will be held in a virtual format only, via live webcast at www.virtualshareholdermeeting.com/MNTS2025SM. By order of the Board of Directors, Jon Layman Chief Legal Officer and Corporate SecretaryAugust 18, 2025 | Date and TimeSeptember 17, 20258:00 a.m. Pacific Time | ||
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| WhereVia livestream webcast atwww.virtualshareholdermeeting.com/MNTS2025SM | |||
| Your Vote is Important Please carefully review the proxy materials and follow the instructions below to cast your vote as soon as possible in advance of the meeting. | |||
| VOTE ONLINEBy September 16, 2025www.proxyvote.com | |||
| VOTE BY MAIL By September 16, 2025 Vote Processingc/o Broadridge51 Mercedes WayEdgewood, NY 11717 | |||
| VOTE DURING THE MEETING Via livestream webcast atwww.virtualshareholdermeeting.com/MNTS2025SM | |||
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.