Momentus Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure

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 6, 2024

Date of Report (date of earliest event reported)

 

Momentus Inc.

(Exact name of registrant as specified in its charter)

 

 

(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):

 

 

 

Securities registered pursuant to section 12(g) of the Act:

 

 

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. ☐

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Settlement of Derivative Litigation

On August 26, 2024, an unopposed motion for the preliminary approval of settlement was filed after the Company reached an agreement in principle for a proposed settlement of certain shareholder derivative litigation. The Company is pleased to have reached this significant milestone with the plaintiffs. The Company anticipates that the terms of the settlement agreed to by the parties will be approved.

The proposed settlement, as set forth more fully in the Stipulation and Agreement of Settlement filed with the court, requires the Company to adopt certain corporate governance reforms.  The reforms must be maintained for a minimum period of four years. In return, the plaintiffs in the following derivative actions agreed to the dismissal of the respective derivative actions:

Business Update

On September 6, 2024, the Company announced certain preliminary financial results for the six months ended June 30, 2024, as follows:

As of September 4, 2024, there were a total of 25,540,419 shares of the Company’s Class A Common Stock, par value $0.0001 per share, outstanding.

The Company’s financial results are preliminary and subject to completion of the Company’s quarter-end closing process and adjustments. As the Company has not completed its close process for the first quarter or the second quarter of 2024, such preliminary results may change. The preliminary financial results have been prepared by, and are the responsibility of, the Company’s management. The preliminary financial results have not been compiled or examined by the Company’s independent auditors nor has the Company’s independent auditors performed any procedures with respect to the preliminary results or expressed any opinion or any form of assurance on such results. In addition, the preliminary results are not necessarily indicative of the results to be achieved for any future period.

Indemnification Claims

On July 31, 2024, certain former employees of the Company obtained a legal judgment in the amount of $368,588 plus interest and expenses related to claims for the advancement and reimbursement of certain legal expenses of the former employees. The Company is in discussion with the relevant parties with the objective to satisfy the judgment.

Financing Update

As of September 5, 2024, the Company has borrowed an aggregate of $1.65 million pursuant to the secured convertible promissory note with Space Infrastructure Ventures, LLC which was entered into on July 12, 2024.

Cautionary Statement regarding Forward-Looking Statements

This Current Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this Current Report, are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding Momentus’ or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, and projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, and are not guarantees of future performance. The words “may,” “will,” “anticipate,” “believe,” “expect,” “continue,” “could,” “estimate,” “future,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “aim,” “strive,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions.

For a discussion identifying additional important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, see the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) including, but not limited to, “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”), and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Form 10-K. The Company’s filings with the SEC may be accessed through the Investor Relations page of its website, investors.momentus.space, or through the website maintained by the SEC at www.sec.gov. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

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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