mnts-20240331

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-39128

Momentus Inc.

(Exact name of registrant as specified in its charter)


Delaware			84-1905538
(State or other jurisdiction of incorporation or organization)			(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

Securities registered pursuant to section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock	MNTS	Nasdaq Stock Market LLC
Warrants	MNTSW	Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes o No x

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

Table of Contents

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The registrant had outstanding 25,540,419 shares of Class A common stock as of September 30, 2024.


			Page
Part I - Financial Information			5
Item 1. Consolidated Interim Financial Statements			5
Condensed Consolidated Balance Sheets			5
Condensed Consolidated Statements of Operations			6
Condensed Consolidated Statements of Stockholders’ Equity			7
Condensed Consolidated Statements of Cash Flows			8
Notes to the Consolidated Interim Financial Statements			9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			36
Item 3. Quantitative and Qualitative Disclosures About Market Risk			44
Item 4. Controls and Procedures			45
Part II - Other Information			46
Item 1. Legal Proceedings			46
Item 1A. Risk Factors			46
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			46
Item 3. Defaults Upon Senior Securities			46
Item 4. Mine Safety Disclosures			46
Item 5. Other Information			46
Item 6. Exhibits			47
Signatures			48


	March 31, 2024		December 31, 2023
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,672	$	2,118

Accounts receivable	15		—


Insurance receivable	408		100
Prepaids and other current assets	7,224		8,513
Total current assets	9,319		10,731
Property, machinery and equipment, net	3,045		3,252
Intangible assets, net	347		341
Operating right-of-use asset	5,067		5,350

Restricted cash, non-current	377		373
Other non-current assets	584		602
Total assets	$	18,739	$	20,649

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,831	$	2,805
Accrued liabilities	4,458		4,754
Loan payable, current	—		2,273
Contract liabilities, current	495		—
Operating lease liability, current	1,298		1,268

Litigation settlement contingency	526		—
Other current liabilities	6		9
Total current liabilities	9,614		11,109
Contract liabilities, non-current	618		998

Warrant liability	3		3

Operating lease liability, non-current	4,523		4,863
Other non-current liabilities	496		489
Total non-current liabilities	5,640		6,353
Total liabilities	15,254		17,462
Commitments and Contingencies (Note 12)
Stockholders’ equity:
Preferred stock, $0.00001 par value; 20,000,000 shares authorized and 0 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	—		—
Class A common stock, $0.00001 par value; 250,000,000 shares authorized and 16,625,778 issued and outstanding as of March 31, 2024; 250,000,000 shares authorized and 8,283,865 issued and outstanding as of December 31, 2023	—		—
Class B common stock, $0.00001 par value; 4,312,500 shares authorized and 0 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	—		—
Additional paid-in capital	384,845		376,234

Accumulated deficit	(381,360)		(373,047)
Total stockholders’ equity	3,485		3,187
Total liabilities and stockholders’ equity	$	18,739	$	20,649


	Three Months Ended March 31,
		2024		2023
Service revenue		$	513	$	22

Gross profit		513		22
Operating expenses:
Research and development expenses		2,676		10,119
Selling, general and administrative expenses		6,164		10,270
Total operating expenses		8,840		20,389
Loss from operations		(8,327)		(20,367)
Other income (expense), net:

Change in fair value of warrant liability		—		(112)

Interest income		18		555
Interest expense		(57)		(920)


Other income		53		19
Total other income (expense), net		14		(458)


Net loss		$	(8,313)	$	(20,825)
Net loss per share, basic and diluted		$	(0.66)	$	(11.90)

Weighted average shares outstanding, basic and diluted		12,586,953		1,750,465


	Common stock – Class A			Additional paid-in capital		Accumulated deficit		Total stockholders’ equity
	Shares	Amount
Balance, December 31, 2023	8,283,865	$	—	$	376,234	$	(373,047)	$	3,187

Issuance of common stock upon vesting of RSUs	36,570	—		—		—		—
Share repurchase related to Section 16 Officer tax coverage exchange	(5,937)	—		(3)		—		(3)
Stock-based compensation - stock options, RSAs, RSUs	—	—		1,443		—		1,443
Issuance of common stock and related warrants in registered offering, net of issuance costs	2,220,000	—		7,171		—		7,171
Issuance of common stock upon exercise of pre-funded warrants	6,091,280	—		—		—		—
Net loss	—	—		—		(8,313)		(8,313)
Balance, March 31, 2024	16,625,778	$	—	$	384,845	$	(381,360)	$	3,485

















Balance, December 31, 2022	1,688,824	$	—	$	342,734	$	(304,127)	$	38,607
Issuance of common stock upon exercise of stock options	7,406	—		92		—		92
Issuance of common stock upon vesting of RSUs	15,336	—		—		—		—
Share repurchase related to Section 16 Officer tax coverage exchange	(2,498)	—		(60)		—		(60)
Stock-based compensation - stock options, RSAs, RSUs	—	—		1,720		—		1,720
Issuance of common stock and related warrants in registered offering, net of issuance costs	187,920	—		9,300		—		9,300
Issuance of common stock for consulting services	2,700	—		112		—		112
Net loss	—	—		—		(20,825)		(20,825)
Balance, March 31, 2023	1,899,688	$	—	$	353,898	$	(324,952)	$	28,946


	Three Months Ended, March 31
	2024		2023
Cash flows from operating activities:
Net loss	$	(8,313)	$	(20,825)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	222		229
Amortization of debt discount and issuance costs	46		492
Amortization of right-of-use asset	283		267
Change in fair value of warrant liability	—		112





Stock-based compensation expense	1,443		1,720
Issuance of common stock for consulting services	—		57
Changes in operating assets and liabilities:
Accounts receivable	(15)		—
Prepaids and other current assets	1,288		704
Insurance receivable	(308)		—
Other non-current assets	18		41
Accounts payable	26		(211)
Accrued liabilities	(276)		(1,538)
Accrued interest	—		39
Other current liabilities	(4)		12
Contract liabilities	115		481

Operating lease liability	(310)		(282)
Litigation settlement contingency	526		—
Other non-current liabilities	6		6
Net cash used in operating activities	(5,253)		(18,696)

Cash flows from investing activities:
Purchases of property, machinery and equipment	—		(43)

Purchases of intangible assets	(39)		(9)
Net cash used in investing activities	(39)		(52)

Cash flows from financing activities:


Proceeds from exercise of stock options	—		92



Repurchase of Section 16 Officer shares for tax coverage exchange	(3)		(60)
Principal payments on loan payable	(2,319)		(3,102)


Payment of deferred offering costs	—		(23)
Payment for repurchase of common shares	—		(10,000)
Proceeds from issuance of common stock and related warrants	8,000		10,000
Payments for issuance costs related to common stock and related warrants	(829)		(700)




Net cash provided by (used in) financing activities	4,849		(3,793)

Decrease in cash, cash equivalents and restricted cash	(443)		(22,541)
Cash, cash equivalents and restricted cash, beginning of period	2,492		62,413
Cash, cash equivalents and restricted cash, end of period	$	2,049	$	39,872

Supplemental disclosure of non-cash investing and financing activities




Purchases of intangible assets in accounts payable and accrued expenses at period end	$	1	$	7

Deferred offering costs in accounts payable and accrued expenses at period end	$	—	$	64





Supplemental disclosure of cash flow information

Cash paid for interest	$	12	$	389


Fixed Assets						Estimated Useful Life
Computer equipment						Three years
Furniture and fixtures						Five years
Leasehold improvements						Lesser of estimated useful life or remaining lease term (one year to seven years)
Machinery and equipment						Seven years


	Three Months Ended March 31,
(in thousands)		2024		2023


Forfeited customer deposits		$	35	$	22
Engineering project services		478		—
Total revenue		$	513	$	22


(in thousands)	Warrant Liability (Level 3)
Balance, December 31, 2023	$	3


Change in Fair Value	—

Balance, March 31, 2024	$	3


	March 31, 2024		December 31, 2023
Warrant term (years)	2.37		2.61
Volatility	151.72	%	113.50	%
Risk-free rate	4.52	%	4.05	%
Dividend yield	0.00	%	0.00	%


(in thousands)	Gross Value		Accumulated Amortization		Net Value		Weighted Average Remaining Amortization Period (In Years)
Patents/Intellectual Property	$	540	$	(193)	$	347	6.0

Total	$	540	$	(193)	$	347

SEC Form 10-Q filed by Momentus Inc.