As filed with the Securities and Exchange Commission on May 30, 2025.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MOMENTUS INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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3714
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84-1905538
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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3901 N. First Street
San Jose, CA 95134
(650) 564-7820
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal
Executive Offices)
Momentus Inc. 2021 Equity Incentive Plan
Momentus Inc. 2022 Inducement Equity Plan
(Full Title of the Plans)
John C. Rood
Chief Executive Officer
3901 N. First Street
San Jose, CA 95134
Telephone: (650) 564-7820
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
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Stephen C. Hinton, Esq.
Bradley Arant Boult Cummings LLP
ONE 22 ONE
1221 Broadway
Nashville, Tennessee 37203
Telephone: (615) 244-2582
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Lon Ensler
Interim Chief Financial Officer
3901 N. First Street
San Jose, CA 95134
Telephone: (650) 564-7820
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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
definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by Momentus Inc. and Subsidiaries (the “Company”) to register (i) 101,169 additional shares of the Company’s Class A Common
Stock, par value $0.00001 per share (“Common Stock”), reserved for issuance under the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) pursuant to the
provisions of the 2021 Plan which provides for annual automatic increases in the number of shares of Common Stock reserved for issuance under the 2021 Plan; (ii) 950,000 additional shares of Common Stock reserved for issuance under the 2021 Plan,
which was approved by our stockholders at the 2025 Annual Meeting of Stockholders held on May 19, 2025; and (iii) 250,000 additional shares of Common Stock reserved for issuance under the Company’s 2022 Inducement Equity Plan (the “2022 Plan”), which was approved by our Board of Directors on April 22, 2025 pursuant to the provisions of the 2022 Plan.
Pursuant to General Instruction E regarding Registration of Additional Securities, the contents of the Registration Statements on Form S-8 filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 19, 2023 (Registration No. 333‑272104), March 23, 2023 (Registration No. 333‑270762), March 23, 2023 (Registration No. 333-270761), March 14, 2022 (Registration No. 333-263525), March 14,
2022 (Registration No. 333-263524), and October 18, 2021 (Registration No. 333-260331) are incorporated by reference herein except as otherwise updated or modified by this filing. All exhibits required by General Instruction E to Form S-8 are
filed as exhibits hereto.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation of Documents by Reference
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The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission (other than information in a report on Form 8-K that
is furnished and not filed pursuant to Form 8-K and, except as may be noted in any such Form 8-K, exhibits filed on such form that are related to such information):
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The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual
Report”), filed with the Commission on April 1, 2025, and Form 10-K/A, filed with the Commission on April 9, 2025;
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our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 28, 2025;
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our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the SEC on May 15, 2025;
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| (iv) |
All other reports filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the
reports, or portions thereof, deemed to have been furnished and not filed with the Commission) since the end of the fiscal year covered by the Annual Report referred to in (i) above;
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| (v) |
the description of our securities contained in Exhibit 4.19 to our Registration Statement on Form S-1, as filed with the Commission
on April 21, 2025, and including any further amendment or report filed for the purpose of updating such description; and
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| (vi) |
our Current Reports filed on Form 8-K with the SEC on January 16, 2025, January 31, 2025, February
13, 2025, March 4, 2025, March 21, 2025, March
27, 2025, April 14, 2025, April 15, 2025 (as amended on April 15, 2025), May
19, 2025, and May 20, 2025.
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All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished, and exhibits furnished in connection with such items, and not filed in accordance with the rules of the Commission
shall not be deemed incorporated by reference into this Registration Statement.
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Item 8.
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Exhibits
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Incorporated by Reference
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Exhibit
Number
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Exhibit Title
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Form
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File No.
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Exhibit
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Date
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Filed
Herewith
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Opinion of Bradley Arant Boult Cummings LLP as to the validity of the securities being registered.
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X
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Consent of Frank, Rimerman + Co. LLP, independent registered public accounting firm.
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X
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Consent of Bradley Arant Boult Cummings LLP (included in Exhibit 5.1).
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X
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Power of Attorney (filed as part of signature page hereto).
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X
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Momentus Inc. 2021 Equity Incentive Plan.
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8-K
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001-39128
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10.5
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August 18, 2021
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First Amendment to Momentus Inc. 2021 Equity Incentive Plan.
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8-K
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001-39128
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10.1
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May 20, 2025
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Momentus Inc. 2022 Inducement Equity Plan.
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S-8
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333-263535
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99.1
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March 14, 2022
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First Amendment to Momentus Inc. 2022 Inducement Equity Plan.
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S-8
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333-270761
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99.2
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March 23, 2023
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Second Amendment to Momentus Inc. 2022 Inducement Equity Plan.
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S-8
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333-272104
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99.3
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May 19, 2023
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Third Amendment to Momentus Inc. 2022 Inducement Equity Plan.
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X
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Filing Fee Table.
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X
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Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on May 30, 2025.
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Momentus Inc.
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Date: May 30, 2025
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By:
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/s/ John C. Rood
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Name:
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John C. Rood
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Title:
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Chief Executive Officer and
Chairperson of the Board of Directors
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KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Momentus Inc., a Delaware corporation, do hereby
constitute and appoint John C. Rood and Lon Ensler, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents,
and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities
indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with
this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ John C. Rood
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Chief Executive Officer and Chairman of the Board of
Directors
(Principal Executive Officer)
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May 30, 2025
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| John C. Rood | ||||
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/s/ Lon Ensler
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Interim Chief Financial Officer
(Principal Financial and Accounting Officer)
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May 30, 2025
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| Lon Ensler | ||||
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/s/ Chris Hadfield
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Director
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May 30, 2025
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| Chris Hadfield | ||||
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/s/ Brian Kabot
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Director
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May 30, 2025
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| Brian Kabot | ||||
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/s/ Mitchel Kugler
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Director
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May 30, 2025
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| Mitchel Kugler | ||||
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/s/ Victorino Mercado
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Director
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May 30, 2025
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| Victorino Mercado | ||||
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/s/ Kimberly A. Reed
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Director
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May 30, 2025
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| Kimberly A. Reed | ||||
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/s/ Linda J. Reiners
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Director
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May 30, 2025
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| Linda J. Reiners | ||||