Momentus (MNTS) Proxy Filing summary

Executive summary

• Special Meeting seeks approval for multiple proposals related to stock issuance, capital structure, and financing arrangements.

• Proposals include issuances of Class A common stock for convertible notes, warrants, equity line of credit, and inducement warrants.

• Board recommends voting in favor of all proposals to support capital raising and business flexibility.

• Voting will be conducted virtually, with multiple options for participation and proxy submission.

• Forward-looking statements caution about risks and uncertainties in future operations and plans.

Voting matters and shareholder proposals

• Proposals: (1) Convertible Notes and Warrants, (2) Equity Line of Credit, (3) October 2025 Inducement Warrants, (4) Share Increase, (5) December 2025 Inducement Warrants, (6) Adjournment.

• Each proposal requires a majority vote, with specific rules for abstentions and broker non-votes.

• Board unanimously recommends voting FOR all proposals.

• No other business will be transacted at the meeting.

• Stockholder proposals for future meetings must comply with SEC and bylaw requirements.

Shareholder rights and capital structure

• Proposal to increase authorized Class A common stock from 250M to 260M shares to enhance flexibility for future financings and corporate purposes.

• Issuance of new shares could have anti-takeover effects and dilute existing shareholders' voting power.

• No 5% beneficial owners; directors and officers as a group own less than 1% of outstanding shares.