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
August 21, 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 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
|
On August 21, 2024, Momentus Inc., a Delaware corporation (the “Company”), received notice from the Listing Qualifications Department of The Nasdaq
Capital Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the requirements of Nasdaq Listing Rule 5250(c)(1) as a result of not having timely filed with the Commission its Form 10-Q for the period ended June 30, 2024.
The Notice has no immediate effect on the listing of the Company’s shares on Nasdaq. However, if the Company fails to timely regain compliance with the
Nasdaq listing rules, the Company’s common stock will be subject to delisting from Nasdaq.
The Company may submit a plan to regain compliance with these requirements within 60 calendar days by October 21, 2024. Any staff exception to allow
the Company to regain compliance, if granted, will be limited to a maximum of 180 calendar days from the Form 10-Q’s due date, or February 17, 2025. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal
that decision to a Nasdaq Hearings Panel.
The Company is working diligently and expects to submit a plan to regain compliance within 60 calendar days by October 21, 2024.
| Item 7.01 |
Regulation FD Disclosure.
|
On August 22, 2024, the National Aeronautics and Space Agency (NASA) selected the
Company to participate as a launch provider in the VADR (Venture-Class Acquisition of Dedicated Rideshare) contract. The VADR program allows NASA to deliver Class D, CubeSats, and higher risk-tolerant payloads to a variety of orbits. The NASA
announcement is available online at https://www.nasa.gov/news-release/nasa-selects-three-new-venture-class-launch-service-providers/. The information on this website is not incorporated by reference into, and does not constitute part of, this Current Report on Form 8-K.
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:
|
August 26, 2024
|
Title:
|
|
Chief Legal Officer and Corporate Secretary
|