Good day everyone, and welcome to the 2026 Special Meeting of Stockholders for Momentus Inc. Our host today is CEO and Chair Jon Rood. Now I'll turn the call over to Jon. Please go ahead.
Good morning and welcome to the 2026 Special Meeting of Stockholders of Momentus Inc. I'm Jon Rood, Momentus's President, Chief Executive Officer, and Chair of the Board of Directors. I hereby call the meeting to order. On behalf of all of the directors and executive officers of the company, we would like to thank you for your attendance and support of Momentus. I would like to introduce Momentus's Chief Legal Officer and Corporate Secretary, Jon Layman, who will act as Secretary of the meeting.
Thank you, John. We are conducting this special meeting in accordance with our amended and restated bylaws and the rules of conduct and procedure for this meeting. Stockholders may submit questions at any Four during this meeting in the space provided on the virtual meeting screen. During the meeting, we will only respond to questions regarding the items on the agenda for the meeting. If there are any matters not of general concern to all stockholders, they should be raised after the conclusion of the meeting. Some questions may not be appropriate to address during today's meeting. If your question is not answered, please contact Investor Relations at investors@momentus.space at the conclusion of the meeting. The rules of conduct and procedure, proxy statement, proxy statement supplement, and agenda are available at the links on the virtual meeting screen.
In the unlikely event of a technical malfunction or disruption that interferes with our ability to continue the meeting, the meeting will be adjourned, recessed, or expedited. As a reminder, stockholders attending the virtual meeting can vote their shares online through the closing of the polls by logging into the meeting website as a stockholder and clicking the link provided on their screen. Voting online will revoke any previously submitted proxy for such shares. If you have previously voted by proxy and do not wish to change your vote, then no further action is required. The meeting is being held, number one, to vote on the issuance of our Class A 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.
two, to vote on the issuance of our Class A common stock in connection with the use of the company's Equity Line of Credit and the exercise of certain Pre-Funded Warrants. three, to vote on the issuance of our Class A common stock in connection with the exercise of certain existing October 2025 Inducement Warrants and any future adjustments of the exercise price of the warrants. time, to vote on a Certificate of Amendment to the company's Second Amended and Restated Certificate of Incorporation to increase the number of our authorized shares of Class A common stock from 250 million shares to 260 million shares. five, to vote on the issuance of our Class A common stock in connection with the exercise of certain existing December 2025 Inducement Warrants and any future adjustments of the exercise price of the warrants.
6, to vote upon any postponement or adjournment of this special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve any of the proposals at the time of this meeting. And seven, to vote on the issuance of our 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. Following the meeting, the Inspector of Elections will finalize its count of the proxies and ballots, and we will report the final vote results in a filing with the SEC. A list of registered holders of our common stock as of the record date has been available for inspection by any stockholder for the past 10 days.
This list of stockholders is available for examination during the meeting in accordance with the company's amended and restated bylaws by accessing the link in the virtual portal entitled Stockholder Lists. I have an affidavit of mailing confirming that the notice of meeting, proxy statement, proxy statement supplement, and proxy card were previously made available in a timely manner to our stockholders. These documents will be included in the meeting minutes. Momentus has appointed a representative of The Carideo Group to act as Inspector of Elections. Tony Carideo from The Carideo Group is with us today. His oath of office has been delivered to us and will be included in the minutes of the meeting. The record date of this meeting was December 10, 2025.
More than one-third of the shares of our Class A Common Stock outstanding as of the Record Date are present, either in person or represented by proxy. As a result, I hereby declare a quorum as present, and we may proceed with the meeting. The polls are now open for voting on all matters to be presented. After voting has been completed on all matters on the agenda, I will close the polls. As more fully described in the company's Proxy Statement, seven proposals are to be considered and acted upon at this meeting.
The first proposal to come before the meeting is the approval of the potential issuance of our shares of Class A Common Stock in connection with the exercise of certain existing Convertible Notes and Warrants in excess of 19.99% of our outstanding shares of Class A Common Stock in accordance with Nasdaq Listing Rule 5635(d) and any future adjustments of the exercise price of the Warrants, as more fully described in our Proxy Statement. The board recommends a vote for proposal one.
The second proposal to come before the meeting is the approval of the potential issuance of shares of our Class A Common Stock to a certain investor in connection with the use of the company's Equity Line of Credit and the exercise of certain Pre-Funded Warrants in excess of 19.99% of our outstanding shares of Class A Common Stock in accordance with Nasdaq Listing Rule 5635(d), as more fully described in our Proxy Statement. The board recommends a vote for proposal two.
The third proposal to come before the meeting is the approval of the potential issuance of shares of our Class A common stock to holders of certain existing October 2025 inducement warrants in excess of 19.99% of our outstanding shares of Class A common stock in accordance with Nasdaq Listing Rule 5635(d) and any future adjustments of the existing price of the exercise price of the warrants, as more fully described in our proxy statement. The board recommends a vote for proposal three. The fourth proposal to come before the meeting is the approval of a certificate of amendment to the company's second amended and restated certificate of incorporation to increase the number of our authorized shares of Class A common stock from 250 million shares to 260 million shares. The board recommends a vote for proposal four.
The fifth proposal to come before the meeting is the approval of the potential issuance of shares of our Class A Common Stock to the holders of certain existing December 2025 Inducement Warrants in excess of 19.99% of our outstanding shares of Class A Common Stock in accordance with Nasdaq Listing Rule 5635(d) and any future adjustment of the exercise price of the warrants, as more fully described in our Proxy Statement. The Board recommends a vote for proposal five.
Proposal six is the approval of the postponement or adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and votes of proxies if there are insufficient votes to approve the convertible notes and warrants proposal, the equity line of credit proposal, the October 2025 inducement warrant proposal, the share increase proposal, the December 2025 inducement warrant proposal, or the January 2026 warrant proposal at the time of the special meeting. While this proposal will be moved if we do not, in fact, have sufficient votes in person or by proxy at today's meeting to approve each of the other proposals, we will conduct voting on this proposal for purposes of our corporate record. The board recommends that you vote for the adjournment proposal.
The seventh and final proposal to come before the meeting is the approval of the potential issuance of shares of our Class A common stock to the holders of certain existing January 2026 warrants in excess of 19.99% of our outstanding shares of Class A common stock in accordance with Nasdaq Listing Rule 5635(d) and any future adjustments of the exercise price of the warrants, as more fully described in our proxy statement. The board recommends a vote for proposal seven. These seven proposals are the only matters for a vote at this meeting. If you are a stockholder of record or a proxy holder for such stockholder and you wish to vote at this meeting, please do so at this time using the ballot in the section of the virtual meeting portal entitled Stockholder Ballot. The polls will be closing shortly.
We will take a brief pause for stockholders to submit any remaining ballots. At this time, I will also see if there are any questions from stockholders with respect to the seven proposals. It appears that everyone has had the opportunity to vote, and there are no further questions from stockholders. I now declare the polls closed with respect to all items of business. I have been informed by the Inspector of Elections that the preliminary vote report shows that the convertible note and warrants proposal, the equity line of credit proposal, the October 2025 inducement warrant proposal, the December 2025 inducement warrant proposal, the adjournment proposal, and the January 2026 warrant proposal have all been approved, and that the share increase proposal has not been approved. We will report the final vote results to the SEC in a Form 8-K within four business days.
Thank you, and now over to John Rood.
John, you might be muted. Yes, sorry. Thank you, John. That concludes the business for today's meeting. Ladies and gentlemen, thank you for attending today's meeting. We are hereby adjourned.
That concludes our meeting today. You may now.