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)

Delaware		3714		84-1905538
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

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:

Stephen C. Hinton, Esq.

Bradley Arant Boult Cummings LLP

ONE 22 ONE

1221 Broadway

Nashville, Tennessee 37203

Telephone: (615) 244-2582

Lon Ensler

Interim Chief Financial Officer

3901 N. First Street

San Jose, CA 95134

Telephone: (650) 564-7820

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.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 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

Item 3.

Incorporation of Documents by Reference

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):

(i)

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;

(ii)

our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 28, 2025;

(iii)

our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the SEC on May 15, 2025;

(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;

(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

(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.

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.

Item 8.

Exhibits

Incorporated by Reference

Exhibit

Number

Exhibit Title

Form

File No.

Exhibit

Date

Filed

Herewith

5.1

Opinion of Bradley Arant Boult Cummings LLP as to the validity of the securities being registered.

23.1

Consent of Frank, Rimerman + Co. LLP, independent registered public accounting firm.

23.2

Consent of Bradley Arant Boult Cummings LLP (included in Exhibit 5.1).

24.1

Power of Attorney (filed as part of signature page hereto).

99.1

Momentus Inc. 2021 Equity Incentive Plan.

8-K

001-39128

10.5

August 18, 2021

99.2

First Amendment to Momentus Inc. 2021 Equity Incentive Plan.

8-K

001-39128

10.1

May 20, 2025

99.3

Momentus Inc. 2022 Inducement Equity Plan.

S-8

333-263535

99.1

March 14, 2022

99.4

First Amendment to Momentus Inc. 2022 Inducement Equity Plan.

S-8

333-270761

99.2

March 23, 2023

99.5

Second Amendment to Momentus Inc. 2022 Inducement Equity Plan.

S-8

333-272104

99.3

May 19, 2023

99.6

Third Amendment to Momentus Inc. 2022 Inducement Equity Plan.

107.1

Filing Fee Table.

SIGNATURES

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.

	Momentus Inc.

Date: May 30, 2025	By:	/s/ John C. Rood
	Name:	John C. Rood
	Title:	Chief Executive Officer and Chairperson of the Board of Directors

POWER OF ATTORNEY

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.

Signature	Title	Date

/s/ John C. Rood	Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)	May 30, 2025
John C. Rood

/s/ Lon Ensler	Interim Chief Financial Officer (Principal Financial and Accounting Officer)	May 30, 2025
Lon Ensler

/s/ Chris Hadfield	Director	May 30, 2025
Chris Hadfield

/s/ Brian Kabot	Director	May 30, 2025
Brian Kabot

/s/ Mitchel Kugler	Director	May 30, 2025
Mitchel Kugler

/s/ Victorino Mercado	Director	May 30, 2025
Victorino Mercado

/s/ Kimberly A. Reed	Director	May 30, 2025
Kimberly A. Reed

/s/ Linda J. Reiners	Director	May 30, 2025
Linda J. Reiners