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

~~January~~February 96, 2026

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 15.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

AsOn ~~previously~~February ~~disclosed~~6, ~~on June 30~~2026, ~~2025,~~ Momentus Inc., ~~a Delaware corporation~~ (~~“Momentus”),~~the ~~issued an unsecured convertible promissory note to A.G.P./Alliance Global Partners (~~“~~A.G.P.~~Company”) inheld anits ~~aggregate~~2026 ~~principal~~Special ~~amount~~Meeting of ~~$500,000~~Stockholders (the “~~Original~~Special ~~Note~~Meeting”). ~~After~~A ~~giving~~quorum ~~effect~~was present toat the ~~1-for-17~~meeting.85 ~~reverse~~The ~~stock~~final ~~split~~results of ~~the Company’s~~voting ~~Class~~for Aeach ~~common~~matter ~~stock,~~submitted ~~par~~to ~~value~~a ~~$0.00001~~vote ~~per~~of ~~share~~stockholders ~~(“Common~~at ~~Stock”), on December 17, 2025,~~ the ~~outstanding~~Special ~~principal~~Meeting ~~amount~~are ~~and~~set ~~accrued~~forth ~~interest on the Convertible Note is convertible into shares of Common Stock at a conversion price of $29~~below.~~8095.~~

OnMatters submitted to the stockholders and voted upon at the Special Meeting, which are more fully described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 29, 2025 and the Company’s definitive proxy statement supplement filed with the SEC on January 922, 2026, ~~Momentus~~were ~~exchanged~~(i) to approve, pursuant to Nasdaq listing rules, the ~~Original~~issuance ~~Note~~of ~~for~~the aCompany’s ~~new~~Class ~~unsecured~~A ~~convertible~~common stock in connection with the exercise of certain existing Convertible Notes and Warrants, and any future adjustments of the exercise price of the Warrants (the “Convertible Notes and Warrants Proposal”); ~~promissory~~(ii) ~~note~~to approve, pursuant to Nasdaq listing rules, the issuance of the Company’s Class A~~.G.P.~~ common stock in connection with the use of the Company’s Equity Line of Credit and the exercise of certain Pre-Funded Warrants, and any future adjustment of the ELOC rate (the “~~Exchange~~Equity ~~Note~~Line of Credit Proposal”); on(iii) ~~substantially~~to approve, pursuant to Nasdaq listing rules, the ~~same~~issuance ~~terms~~of asthe Company’s Class A common stock in connection with the ~~Original~~exercise ~~Note~~of certain existing Inducement Warrants, ~~including~~and ~~with~~any future ~~respect~~adjustments of the exercise price of the warrants (the “October 2025 Inducement Warrant Proposal”); (iv) to anapprove ~~aggregate~~a ~~principal~~Certificate ~~amount~~of Amendment to the Company’s Second Amended and Restated Certificate of ~~$500~~Incorporation to increase the number of the Company’s authorized shares of Class A common stock from 250,000,000 ~~but~~shares to 260,000,000 shares (the “Share Increase Proposal”); (v) to approve, pursuant to Nasdaq listing rules, the issuance of the Company’s Class A common stock in connection with the exercise of certain existing Inducement Warrants, and any future adjustments of the exercise price of the warrants (the “December 2025 Inducement Warrant Proposal”); (vi) any postponement or adjournment of the Special Meeting to a ~~conversion~~later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if there are insufficient votes to approve any of the proposals at the time of the Special Meeting (the “Adjournment Proposal”); and (vii) to approve, pursuant to Nasdaq listing rules, the issuance of the Company’s Class A common stock in connection with the exercise of certain existing January 2026 Warrants, and any future adjustments of the exercise price of the warrants (the “January 2026 Warrant Proposal”). The numbers reported below are based on outstanding shares of $the Company’s Class A common stock as of December 10~~.00~~, ~~per~~2025, ~~share~~the record date for the Special Meeting, and, as such, have not been adjusted to reflect the reverse stock split of ~~Common~~the ~~Stock~~Company’s Class A common stock effected on December 17, 2025.

~~The~~At ~~foregoing~~the ~~description~~Special ofMeeting, the ~~Exchange~~Company’s ~~Note~~stockholders ~~does~~approved ~~not~~all ~~purport~~of tothe beproposals ~~complete~~except ~~and~~for ~~is qualified in its entirety by reference to~~ the ~~Exchange~~Share ~~Note,~~Increase ~~a copy of which is filed as Exhibit 10~~Proposal.1 toThe ~~this~~final ~~Current~~results ~~Report~~were ~~on Form 8-K and is incorporated by reference herein.~~as follows:

~~Item~~Proposal ~~2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~1

~~The~~Convertible ~~disclosure~~Notes ~~contained~~and inWarrants ~~Item 1.01 of this Current Report is incorporated by reference in this Item 2.03.~~Proposal

~~Item~~The ~~3.03~~Convertible ~~Unregistered~~Notes ~~Sales~~and ofWarrants ~~Equity~~Proposal ~~Securities~~was approved by the following vote:

The disclosure contained in Item 1.01 of this Current Report is incorporated by reference in this Item 3.02. The issuance of the Exchange Note in exchange for Original Note was made by Momentus pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) of such act.

For	Against	Abstain	Broker Non-Vote
8,382,509	317,830	53,596	6,679,319

~~Item~~Proposal ~~9.01 Financial Statements and Exhibits.~~2

~~(d)~~Equity ~~Exhibits~~Line of Credit Proposal

Exhibit Number		Exhibit Description
10.1		Unsecured Convertible Promissory Note issued by Momentus Inc. dated January 9, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The Equity Line of Credit Proposal was approved by the following vote:

For	Against	Abstain	Broker Non-Vote
8,382,119	322,679	49,137	6,679,319

Proposal 3

October 2025 Inducement Warrant Proposal

The October 2025 Inducement Warrant Proposal was approved by the following vote:

For	Against	Abstain	Broker Non-Vote
8,385,074	320,037	48,824	6,679,319

Proposal 4

Share Increase Proposal

The Share Increase Proposal was not approved by the following vote:

For	Against	Abstain
14,445,976	941,345	45,933

Proposal 5

December 2025 Inducement Warrant Proposal

The December 2025 Inducement Warrant Proposal was approved by the following vote:

For	Against	Abstain	Broker Non-Vote
8,374,593	324,939	54,403	6,679,319

Proposal 6

Adjournment Proposal

The Adjournment Proposal was approved by the following vote:

For	Against	Abstain
14,593,925	792,678	46,651

Proposal 7

January 2026 Warrant Proposal

The January 2026 Warrant Proposal was approved by the following vote:

For	Against	Abstain	Broker Non-Vote
8,188,310	167,913	397,712	6,679,319

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/ Lon Ensler
		Name:	Lon Ensler
Dated:	~~January~~February 12, 2026	Title:	Chief Financial Officer

Filing Compare · Momentus Inc.