Momentus Inc.
For the period ended Jan 27, 2026. Filed Dec 29, 2025.
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Jan 27, 2026 · Filed Dec 29, 2025
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DEF 14A 1 ny20060904x2_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. 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”); 2. To approve, pursuant to Nasdaq listing rules, the issuance of Class A common stock in connection with the use of the Company’s Equity Line of Credit and the exercise of certain Pre-Funded Warrants, and any future adjustment of the ELOC rate (the “Equity Line of Credit Proposal”); 3. 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 “October 2025 Inducement Warrant Proposal”); 4. To approve a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of our authorized shares of Class A common stock from 250,000,000 shares to 260,000,000 shares (the “Share Increase Proposal”); 5. 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 “December 2025 Inducement Warrant Proposal”); and 6. 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 any of the proposals at the time of the Special Meeting (the “Adjournment Proposal”). Special Meeting DetailsYou can vote if you are a stockholder of record as of the close of business on December 10, 2025. The Special Meeting of Stockholders will be held in a virtual format only, via live webcast at www.virtualshareholdermeeting.com/MNTS2026SM By order of the Board of Directors, Jon LaymanChief Legal Officer and Corporate SecretaryDecember 29, 2025 | Date and TimeJanuary 27, 20269:00 a.m. Pacific Time | ||
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| WhereVia livestream webcast at www.virtualshareholdermeeting.com/MNTS2026SM | |||
| Your Vote is ImportantPlease 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 January 26, 2026 www.proxyvote.com | |||
| VOTE BY MAIL By January 26, 2026 Vote Processingc/o Broadridge51 Mercedes Way Edgewood, NY 11717 | |||
| VOTE DURING THE MEETING Via livestream webcast atwww.virtualshareholdermeeting.com/MNTS2026SM | |||
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