Momentus Inc.

09/18/2025 | Press release | Distributed by Public on 09/18/2025 15:28

Proxy Results (Form 8-K)

Item 5.07
Submission of Matters to a Vote of Security Holders.

On September 17, 2025, Momentus Inc. (the "Company") held its 2025 Special Meeting of Stockholders (the "Special Meeting"). A quorum was present at the meeting. The final results of voting for each matter submitted to a vote of stockholders at the Special Meeting are set forth below.

Matters submitted to the stockholders and voted upon at the Special Meeting, which are more fully described in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission (the "SEC") on August 19, 2025 and the Company's definitive proxy statement supplement filed with the SEC on September 8, 2025, were (i) to authorize the Company's Board of Directors (the "Board") to amend the Company's Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company's outstanding shares of 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"); (ii) 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"); (iii) to approve the postponement or adjournment of the Special Meeting if necessary or appropriate, to permit further solicitation and vote of proxies if there were insufficient votes to approve any of the proposals at the time of the Special Meeting (the "Adjournment Proposal"); (iv) 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 "Inducement Warrant Proposal"); (v) 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"); (vi) to approve, pursuant to Nasdaq listing rules, the issuance of Class A common stock in connection with the exercise of certain existing lender warrants, and any future adjustments of the exercise price of the warrants (the "Lender Warrant Proposal"); and (vii) to approve, pursuant to Nasdaq listing rules, the issuance of Class A common stock in connection with the entry into the debt settlement agreement (the "Debt Settlement Proposal").

At the Special Meeting, the Company's stockholders approved the seven proposals. The final results were as follows:

Proposal 1
Reverse Stock Split Proposal

The Reverse Stock Split Proposal was approved by the following vote:

For
Against
Abstain
2,986,283
727,980
79,434

Proposal 2
Warrant Exercise Proposal

The Warrant Exercise Proposal was approved by the following vote:

For
Against
Abstain
Broker Non-Vote
888,109
187,489
71,530
2,646,569

Proposal 3
Adjournment Proposal

The Adjournment Proposal was approved by the following vote:

For
Against
Abstain
3,234,305
478,548
80,844


Proposal 4
Inducement Warrant Proposal

The Inducement Warrant Proposal was approved by the following vote:

For
Against
Abstain
Broker Non-Vote
626,538
18,082
502,508
2,646,569

Proposal 5
Convertible Notes and Warrants Proposal

The Convertible Notes and Warrants Proposal was approved by the following vote:

For
Against
Abstain
Broker Non-Vote
626,538
18,082
502,508
2,646,569

Proposal 6
Lender Warrant Proposal

The Lender Warrant Proposal was approved by the following vote:

For
Against
Abstain
Broker Non-Vote
626,709
17,913
502,506
2,646,569

Proposal 7
Debt Settlement Proposal

The Debt Settlement Proposal was approved by the following vote:

For
Against
Abstain
Broker Non-Vote
626,579
18,043
502,506
2,646,569


Momentus Inc. published this content on September 18, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 18, 2025 at 21:28 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]