Momentus Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Submission of Matters to a Vote of Security Holders
$MNTS
Military/Government/Technical
Industrials
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
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to section 12(g) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 1.01 |
Entry into a Material Definitive Agreement
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5.12% Secured Promissory Note due September 30, 2024
Momentus Inc. (the “Company”) issued six promissory notes dated
effective as of June 21, 2024 (each a “Secured Note” and collectively, the “Secured Notes”)
in the aggregate principal amount of $500,000 to Brian Kabot, Paul Ney, Chris Hadfield, John Rood, Victorino Mercado, and Mitchel Kugler, each a director and/or officer of the Company (individually, a “Lender” and collectively, the “Lenders”).
The proceeds of the Secured Notes are to be used first for the payment of earned employee retention payments and the expenses of the Secured Notes,
and thereafter for working capital and general corporate purposes.
Each Secured Note has identical terms except for principal amount. The Secured Notes have a maturity date of September 30, 2024, and each Secured
Note bears an interest rate of 5.12% per annum. The Company’s obligations under the Secured Notes are secured by senior liens on substantially all of the Company’s properties, rights and assets in favor of the Lenders. The Secured Note and the
debt evidenced thereby, including all principal and interest, can be prepaid at any time, and accelerate and become immediately due and payable upon a future financing by the Company as well as upon the occurrence of certain customary events of
default, including failure to pay amounts owing when due and/or certain events involving a discontinuation of our business or certain types of proceedings involving insolvency, bankruptcy, receivership and the like.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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The disclosure contained in Item 1.01 of this Current Report is incorporated by reference in this Item 2.03.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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On June 28, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “Annual
Meeting”). A quorum was present at the meeting. The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting are set forth below.
Proposal 1
Election of Four Directors
Voting results for the election of directors were as follows:
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Momentus Nominees
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For
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Withheld
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Broker Non-Votes
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Chris Hadfield
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1,168,916
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236,053
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4,414,847
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John C. Rood
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1,190,809
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214,160
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4,414,847
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Linda J. Reiners
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1,221,018
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183,951
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4,414,847
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Victorino G. Mercado
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1,157,200
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247,769
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4,414,847
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Accordingly, all four of the Company’s nominees were elected to serve as directors of the Company, with: (i) Messrs. Hadfield and Rood elected to serve as directors
of the Company until the 2026 Annual Meeting of Stockholders and until their respective successors are appointed, elected and qualified; and (ii) Ms. Reiners and Mr. Mercado elected to serve as directors of the Company until the 2027 Annual
Meeting of Stockholders and until their respective successors are appointed, elected and qualified.
Proposal 2
Ratification of Appointment of Auditors
Ratification of the appointment of Frank, Rimerman + Co. LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year was approved by
the following vote:
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For
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Against
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Abstain
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5,296,319
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294,341
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229,156
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Proposal 3
Warrant Repricing Proposal
Approval of the repricing of certain existing warrants of the Company issued to an institutional investor in a registered direct offering was approved by the
following vote:
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For
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Against
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Abstain
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Broker Non-Vote
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1,125,966
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239,274
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39,729
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4,414,847
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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.
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By:
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/s/ Paul Ney | |||
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Name:
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Paul Ney
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Dated:
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July 2, 2024
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Title:
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Chief Legal Officer and Corporate Secretary
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