8-K: Momentus Executes 1-for-17.85 Reverse Stock Split

Momentus Inc. has implemented a 1-for-17.85 reverse stock split to maintain its Nasdaq listing, effective December 17, 2025.

Summary

• Momentus Inc.'s Board of Directors approved a 1-for-17.85 reverse stock split of its Class A Common Stock, effective December 17, 2025, at 5:00 p.m. Eastern Time.
• The primary reason for the reverse stock split is to satisfy the Nasdaq's $1.00 minimum bid price requirement for continued listing.
• Trading on a reverse-split adjusted basis will commence at market open on Thursday, December 18, 2025, under the existing symbol MNTS.
• The CUSIP number for the Common Stock will change to 60879E408.
• Any fractional shares resulting from the split will be rounded up to a whole share, ensuring no cash is paid for fractional interests.
• All outstanding options, warrants, and other convertible securities will be proportionally adjusted by dividing the number of shares by 17.85 and multiplying the exercise/conversion price by 17.85.
• Prior to the split, as of December 1, 2025, there were 24,939,640 shares of Common Stock outstanding, which will be reduced to approximately 1,397,179 shares post-split.
• The reverse stock split will not affect the stated par value of the Common Stock or the total number of authorized shares.
• Stockholders approved the Board's discretion to implement a reverse stock split (in a range of 1-for-5 to 1-for-17.85) at a Special Meeting held on September 17, 2025.
• The Company cancelled its 2025 Special Meeting of Stockholders, originally scheduled for November 24, 2025, and adjourned to December 15, 2025, due to a lack of quorum.

Sentiment

Score: 3

Explanation: The reverse stock split is a defensive measure to maintain Nasdaq listing due to a low share price, indicating significant challenges. The cancellation of a shareholder meeting due to lack of quorum further suggests potential issues with investor confidence or engagement. While it addresses a compliance issue, it does not fundamentally improve the company's financial or operational standing.

Positives

• The reverse stock split is intended to ensure compliance with Nasdaq's $1.00 minimum bid price requirement, preventing potential delisting.

Negatives

• The necessity of a reverse stock split indicates a significant decline in the company's stock price, often signaling underlying operational or financial challenges.
• The cancellation of the Special Meeting of Stockholders due to a lack of quorum suggests potential disengagement or dissatisfaction among shareholders.

Risks

• The company faces the risk of continued low stock price performance, which necessitated the reverse stock split to maintain Nasdaq listing.
• Forward-looking statements are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict, as detailed in the company's Annual Report on Form 10-K filed April 1, 2025, and subsequent filings.

Future Outlook

The company's forward-looking statements are subject to inherent uncertainties and risks, as detailed in its Annual Report on Form 10-K. The company does not intend to update or revise these statements unless required by law.

Management Comments

• The company is effecting the Reverse Stock Split to satisfy the $1.00 minimum bid price requirement for continued listing on the Nasdaq Stock Market LLC.

Industry Context

Momentus operates in the commercial space industry, providing orbital transportation and in-space infrastructure services. Reverse stock splits are typically undertaken by companies whose stock price has fallen significantly, often below exchange minimums, to avoid delisting. While a technical fix for compliance, it does not address underlying business fundamentals and is often viewed cautiously by the market.

Comparison to Industry Standards

• NA

Corporate Governance

Stakeholder Impact

• Shareholders: Will hold fewer shares, but their proportional ownership and voting power will remain virtually unchanged, except for minor adjustments due to fractional share rounding. Fractional shares will be rounded up to whole shares.
• Nasdaq Stock Market LLC: The reverse stock split is intended to ensure the company meets the minimum bid price requirement for continued listing, benefiting the exchange by maintaining compliance.
• Holders of options, warrants, and convertible securities: Their holdings will be proportionally adjusted to reflect the new share structure, maintaining their economic interest.

Next Steps

• The Common Stock will begin trading on a split-adjusted basis on the Nasdaq Capital Market at the market open on Thursday, December 18, 2025.
• Stockholders holding shares in electronic form do not need to take action; the effect will be automatically reflected in brokerage accounts.
• Stockholders holding paper certificates may send them to Continental Stock Transfer & Trust Company to receive new certificates reflecting the split.

Key Dates

Recommendation

A reverse stock split, while addressing a technical compliance issue with Nasdaq, is a strong indicator of significant underlying challenges and a severely depressed stock price. It does not improve the company's fundamentals or business prospects. The cancellation of a shareholder meeting due to lack of quorum further signals potential governance issues or investor disengagement. Seasoned investors typically view such actions as a red flag, suggesting a lack of confidence in the company's ability to generate sustainable value and often precedes further declines if fundamental issues are not resolved. Therefore, a 'sell' recommendation is warranted due to the distress signals.

Keywords

Momentus, MNTS, Reverse Stock Split, Nasdaq Compliance, Space Company, Orbital Transportation, In-space Infrastructure, Corporate Governance, Stock Price