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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☐
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Accelerated filer
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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. (the “Company”) to register 1,000,000 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 Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on March 23, 2023 (Registration No. 333-270761) and March 14, 2022 (Registration No. 333-263525) 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.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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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(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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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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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 May 19, 2023.
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Momentus Inc.
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Date: May 19, 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 Eric
Williams, 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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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 19, 2023
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Eric Williams
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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May 19, 2023
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Chris Hadfield
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Director
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May 19, 2023
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Brian Kabot
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Director
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May 19, 2023
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Mitchel Kugler
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Director
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May 19, 2023
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Victorino Mercado
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Director
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May 19, 2023
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Kimberly A. Reed
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Director
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May 19, 2023
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Linda J. Reiners
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Director
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May 19, 2023
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