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|8-KFeb 12, 2:55 PM ET

Momentus Inc. 8-K

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Momentus Inc. Reports Results of Feb 6, 2026 Special Meeting; Share Increase Fails

What Happened
Momentus Inc. (MNTS) filed an 8‑K on Feb 12, 2026 reporting the results of its February 6, 2026 Special Meeting of Stockholders. Stockholders approved proposals to permit issuance of Class A common stock related to existing convertible notes, warrants, an equity line of credit, and inducement warrants, as well as an adjournment proposal. The proposed Certificate of Amendment to increase authorized Class A shares from 250,000,000 to 260,000,000 (the Share Increase Proposal) was not approved. Vote totals are based on the record date of December 10, 2025 and were not adjusted for the reverse stock split effected on December 17, 2025.

Key Details

  • Convertible Notes and Warrants Proposal — Approved: For 8,382,509; Against 317,830; Abstain 53,596; Broker Non‑Vote 6,679,319.
  • Equity Line of Credit Proposal — Approved: For 8,382,119; Against 322,679; Abstain 49,137; Broker Non‑Vote 6,679,319.
  • October 2025 Inducement Warrant Proposal — Approved: For 8,385,074; Against 320,037; Abstain 48,824; Broker Non‑Vote 6,679,319.
  • Share Increase Proposal (Certificate of Amendment) — Not approved: For 14,445,976; Against 941,345; Abstain 45,933.
  • December 2025 Inducement Warrant Proposal — Approved: For 8,374,593; Against 324,939; Abstain 54,403; Broker Non‑Vote 6,679,319.
  • Adjournment Proposal — Approved: For 14,593,925; Against 792,678; Abstain 46,651.
  • January 2026 Warrant Proposal — Approved: For 8,188,310; Against 167,913; Abstain 397,712; Broker Non‑Vote 6,679,319.

Why It Matters
For investors, the approval of the Nasdaq‑related issuance proposals clears the company to issue additional Class A shares in connection with convertible notes, warrants, and the equity line of credit, which can affect dilution and future capital-raising flexibility. The failure of the Share Increase Proposal means the company’s authorized Class A share count remains at 250,000,000 (pre‑adjustment basis reported), which could constrain the total number of new shares available without a future amendment. All vote counts reference the Dec. 10, 2025 record date and do not reflect the Dec. 17, 2025 reverse split.