DEF: Momentus Amends Proxy, Adds Warrant Approval Proposal

Momentus Inc. has filed a supplementary proxy statement to update its upcoming Special Meeting agenda, including a new proposal for January 2026 warrant share issuance and revised details for prior warrant proposals.

Summary

• The Special Meeting of Stockholders has been rescheduled to February 6, 2026, at 9:00 a.m. Pacific Time, to be held virtually.
• A new Proposal 7 has been added to the agenda, seeking stockholder approval for the issuance of Class A common stock related to the exercise of certain existing January 2026 Warrants, and any future adjustments to their exercise price.
• Proposals 3 (October 2025 Inducement Warrant Proposal) and 5 (December 2025 Inducement Warrant Proposal) have been updated to reflect amendments to the warrant exercise prices, which were changed to $5.40 per share on January 5, 2026.
• Proposal 6 (Adjournment Proposal) has been revised to include the new Proposal 7 as a matter for which adjournment may be necessary.
• The company previously effected a 1-for-17.85 reverse stock split of its Class A common stock, effective December 17, 2025.
• Stockholders are also asked to vote on approving the issuance of Class A common stock for Convertible Notes and Warrants, the Equity Line of Credit and Pre-Funded Warrants, and to increase the number of authorized Class A common stock shares from 250,000,000 to 260,000,000.

Sentiment

Score: 5

Explanation: The filing outlines necessary steps for future capital raises through warrant exercises and a private placement, which are crucial for the company's operations. However, these actions inherently involve significant shareholder dilution and underscore the company's ongoing dependence on external financing to fund its business plan.

Positives

• The exercise of existing warrants and the January 2026 private placement provide the company with significant capital, crucial for executing its business plan.
• Approval of the January 2026 Warrant Proposal could generate up to approximately $5.0 million in additional proceeds for the company.
• Approval of the October 2025 Inducement Warrant Proposal could generate up to approximately $5.8 million in additional proceeds for the company.
• Approval of the December 2025 Inducement Warrant Proposal could generate up to approximately $5.6 million in additional proceeds for the company.
• The Board of Directors recommends voting FOR all proposals, indicating management's belief that these actions are in the best interests of the company and its stockholders.

Negatives

• The issuance of Class A common stock upon the exercise of warrants will have a dilutive effect on existing stockholders, impacting voting power, liquidation value, book value, and economic rights.
• An increased number of shares eligible for sale in public markets could create an 'overhang' and potentially depress the market price of the Class A common stock or increase price volatility.
• Failure to obtain stockholder approval for warrant proposals would require the company to hold subsequent annual or special meetings every 30 days (for Oct/Dec 2025 warrants) or every six months (for Jan 2026 warrants), incurring further expense.
• If stockholder approval for warrant proposals is not obtained, the company may need to seek alternative sources of financing, which may not be available on advantageous terms or at all, potentially leading to additional transaction expenses.
• The company paid a cash fee of 7.0% of the aggregate gross proceeds from the January 2026 Private Placement to the placement agent, along with issuing placement agent warrants.

Risks

• Dilution of existing stockholders' voting power, liquidation value, book value, and economic rights due to the issuance of Class A common stock upon warrant exercises.
• Potential depression of the company's stock price or greater price volatility due to a larger number of shares becoming eligible for sale in the public markets.
• The company's ability to successfully implement its business plans and continue as a going concern is dependent on its ability to maximize capital raising opportunities, including the exercise of outstanding warrants.
• Risk of not obtaining stockholder approval for the warrant proposals, which would necessitate repeated meetings and could hinder the company's ability to raise necessary capital.
• If stockholder approval is not obtained, the company may be forced to seek alternative financing, which might not be available on favorable terms or at all, potentially incurring additional expenses.

Future Outlook

The company anticipates that the proceeds from the exercise of the various warrants, if approved by stockholders, will allow it to continue executing its current business plan. The ability to successfully implement business plans and continue as a going concern is dependent on maximizing capital raising opportunities, including these warrant exercises.

Management Comments

• "We are writing to notify you of important information about the 2026 Special Meeting of Stockholders of Momentus Inc."
• "We encourage you to submit your proxy so that your shares will be represented and voted at the Special Meeting, whether or not you can attend."
• "The Board of Directors has determined that the [warrant proposals] are in the best interests of the Company and its stockholders because the [private placement/warrant exercise] provided the Company with significant capital."

Industry Context

N/A

Corporate Governance

Stakeholder Impact

• Shareholders: Potential dilution of voting power, liquidation value, book value, and economic rights due to the issuance of new shares. Potential for stock price volatility or depression. Opportunity to participate in the company's future through capital raises.
• Company: Ability to secure significant capital to fund ongoing operations and execute its business plan. Risk of increased expenses and difficulty in raising capital if stockholder approvals are not obtained. Maintenance of Nasdaq listing compliance.

Next Steps

• Stockholders are urged to review the proxy materials and submit their votes for the seven proposals by February 5, 2026, or during the virtual Special Meeting on February 6, 2026.
• If stockholder approval for the October 2025 and December 2025 Inducement Warrants is not obtained, the company is required to hold subsequent annual or special meetings every thirty days thereafter until approval is secured.
• If stockholder approval for the January 2026 Warrants is not obtained, the company is required to hold subsequent annual or special meetings every six months thereafter until approval is secured.
• The company is obligated to file a registration statement covering the resale of the January 2026 securities no later than the 30th calendar day following the Registration Rights Agreement date and have it declared effective by the SEC within 45 to 90 days.

Key Dates

Recommendation

The company is actively addressing its capital needs through various warrant exercises and a private placement, which are critical for its continued operations. However, these actions involve substantial dilution for existing shareholders and highlight an ongoing reliance on external financing. While the capital infusion is positive for liquidity, the dilutive effect and the company's financial position warrant a 'hold' stance, advising investors to monitor execution of the business plan and future capital requirements closely.

Keywords

Momentus Inc., Proxy Statement, Special Meeting, Warrants, Stockholder Approval, Capital Raise, Share Dilution, Nasdaq Listing Rules, Reverse Stock Split, Private Placement, Corporate Governance