Securities Registration: Employee Benefit Plan (s-8)
23 3월 2023 - 7:02PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 22, 2023.
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)
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. 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
1600 Division Street, Suite 700
Nashville, Tennessee 37203
Telephone: (615) 244-2582
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Paul Ney
Chief Legal 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.
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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☒ |
Smaller reporting company
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☒ |
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Emerging growth company
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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. (the “Company”) to register 3,000,000 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 2022 Inducement Equity Plan (the “2022 Plan”).
Pursuant to General Instruction E regarding Registration of Additional Securities, the contents of the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on March 14, 2022 (Registration No. 333-263525) is 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.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. |
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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(i) |
The Registrant’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2022 (the “Annual Report”), filed with the Commission on March 8, 2023;
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(ii) |
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; and
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(iii) |
the description of the Registrant’s Common Stock contained in its Registration Statement on Form 8-A,
as filed with the SEC on November 6, 2019, as amended by the description of the Registrant's common stock contained in Exhibit 4.3 to the Annual Report filed with the Commission on March 8, 2022, and including any further amendment or report
filed for the purpose of updating such description.
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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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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 Armanino 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. 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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X
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Filing Fee Table.
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X
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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 March 22, 2023.
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Momentus Inc.
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Date: March 22, 2023
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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 Dennis
Mahoney, 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
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Title
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Date
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Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
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John C. Rood |
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Interim Chief Financial Officer
(Principal Financial and Accounting Officer)
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Dennis Mahoney |
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Director
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Chris Hadfield
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Director
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Brian Kabot
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Director
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Mitchel Kugler
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Director
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Victorino Mercado
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Director
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Kimberly A. Reed
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Director
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Linda J. Reiners
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