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
March 19, 2024
Date of Report (date of earliest event reported)
Momentus Inc.
(Exact name of registrant as specified in its charter)
|
Delaware
|
001-39128
|
84-1905538
|
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
|
3901 N. First Street
San Jose, California
|
|
95134
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
(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):
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to section 12(g) of the Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
Class A common stock
|
MNTS
|
The Nasdaq Stock Market LLC
|
|
Warrants
|
MNTSW
|
The Nasdaq Stock Market LLC
|
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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
Appointment of Interim Chief Financial Officer
On March 25, 2024, Momentus Inc. (the “Company”), announced the appointment of Lon Ensler, age 65, as the interim Chief Financial Officer of the Company, effective on April 2, 2024.
Mr. Ensler will assume the responsibilities of current Chief Financial Officer Eric Williams, who tendered his resignation from the Company on March
19, 2024, to be effective end of day April 1, 2024.
Mr. Ensler has more than 30 years of experience as a financial executive. Since February 2019, he served as the Chief Financial Officer of Ziteo
Medical, Inc., a provider of next generation molecular imaging medical devices. Prior to that, Mr. Ensler provided advisory, consulting and interim CFO services for a number of companies through his consulting firm Ensler Consulting from June 2015
through February 2019. Prior to that, Mr. Ensler served as the Chief Financial Officer of Xradia, Inc., a provider of high-tech capital equipment, from 2008 until 2015.
There are no family relationships between Mr. Ensler and any director or executive officer of the Company, and he has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
As Interim Chief Financial Officer, Mr. Ensler will be compensated at a rate of $340 per hour.
| Item 7.01 |
Regulation FD Disclosure.
|
On March 25, 2024, the Company issued a press release regarding the management changes discussed above. A copy of the press release is attached as
Exhibit 99.1 to this Form 8-K.
This information and the information contained in Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as may be expressly set forth by specific reference in any such filing, regardless of any general incorporation language in the filing.
The Company does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in its expectations or any change in
events, conditions, or circumstances on which any forward-looking statement is based.
On March 25, 2024, the Company issued a press release, a copy of which is furnished as Exhibit 99.2 hereto and incorporated by reference into this Item 8.01, announcing that the Company has
cancelled its special meeting of the stockholders, which was originally scheduled to be held on March 15, 2024, but was adjourned to March 25, 2024 due to lack of quorum.
| Item 9.01 |
Financial Statements and Exhibits.
|
(d) Exhibits
|
Exhibit Number
|
Exhibit Description
|
|
|
Press Release, dated March 25, 2024, issued by Momentus Inc.
|
|
|
Press Release, dated March 25, 2024, issued by Momentus Inc.
|
|
104
|
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
|
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.
| |
|
By:
|
|
/s/ Paul Ney
|
| |
|
Name:
|
|
Paul Ney
|
|
Dated:
|
March 25, 2024
|
Title:
|
|
Chief Legal Officer and Corporate Secretary
|