mnts-20230630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Mark One)


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

For the quarterly period ended June 30, 2023


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	The Nasdaq Stock Market LLC
Warrants	MNTSW	The 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 x No o

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 x No o

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

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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 97,866,756 shares of common stock as of August 9, 2023.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A (“Form 10-Q/A”) of Momentus Inc. amends the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, as originally filed with the Securities and Exchange Commission on August 14, 2023 (the “Original Filing”). As a result of a typographical error, the Section 906 Certifications attached as Exhibits 32.1 and 32.2 to the Original Filing referenced the incorrect quarterly period. This Form 10-Q/A is being filed solely to include revised Section 906 Certifications that reference the correct quarterly period.

Except for the revisions to the Section 906 Certifications specified in this Explanatory Note, this Form 10-Q/A does not amend the Original Filing in any way and does not modify or otherwise update any disclosures contained in the Original Filing.

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			Page
Part I - Financial Information			5
Item 1. Unaudited Condensed Consolidated 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			9
Notes to the Condensed Consolidated Financial Statements			10
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			32
Item 3. Quantitative and Qualitative Disclosures About Market Risk			46
Item 4. Controls and Procedures			47
Part II - Other Information			48
Item 1. Legal Proceedings			48
Item 1A. Risk Factors			48
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			50
Item 3. Defaults Upon Senior Securities			50
Item 4. Mine Safety Disclosures			50
Item 5. Other Information			50
Item 6. Exhibits			51
Signatures			52

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Form 10-Q”), including, without limitation, statements under the headings "Management's Discussion and Analysis of Financial Condition and Results of Operations," includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"). Generally, statements that are not historical facts, including statements concerning Momentus Inc.’s (the “Company,” “Momentus,” “we,” “us,” or “our”) possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the words "believes," "estimates," "anticipates," "expects," "intends," "plans," "may," "will," "potential," "projects," "predicts," "continue," or "should," or, in each case, their negative or other variations or comparable terminology, but the absence of these words does not mean that a statement is not forward-looking. There can be no assurance that actual results will not materially differ from expectations.

The forward-looking statements contained in this Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, without limitation, the ability of the Company to raise additional capital to finance its longer-term business plan, the ability of the Company to obtain licenses and government approvals for its missions, which are essential to its operations; the ability of the Company to effectively market and sell satellite transport services and planned in-orbit services; the ability of the Company to protect its intellectual property and trade secrets; the development of markets for satellite transport and in-orbit services; the ability of the Company to develop, test and validate its technology, including its water plasma propulsion technology; delays or impediments that the Company may face in the development, manufacture and deployment of next generation satellite transport systems; the ability of the Company to convert backlog or inbound inquiries into revenue; changes in applicable laws or regulations and extensive and evolving government regulations that impact operations and business, including export control license requirements; the ability to attract or maintain a qualified workforce with the required security clearances and requisite skills; level of product service or product or launch failures or delays that could lead customers to use competitors’ services; investigations, claims, disputes, enforcement actions, litigation and/or other regulatory or legal proceedings; the Company’s ability to comply with the terms of its National Security Agreement (the “NSA”) and any related compliance measures instituted by the director who was approved by the Committee on Foreign Investment in the United States (“CFIUS”) Monitoring Agencies (the “Security Director”); the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and/or other risks and

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uncertainties described under Part II, Item 1A: "Risk Factors," in this Form 10-Q and under Part I, Item 1A. in our Annual Report on Form 10-K filed with the SEC on March 8, 2023. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws. These risks and others described under Part II, Item 1A: "Risk Factors," in this Form 10-Q and under Part I, Item 1A in our Annual Report on Form 10-K filed with the SEC on March 8, 2023, may not be exhaustive.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Form 10-Q. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods.

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ITEM 1. Financial Statements

MOMENTUS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands except number of shares and par value)


	June 30, 2023		December 31, 2022
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	21,298	$	61,094
Restricted cash, current	488		1,007
Accounts receivable	434		—


Insurance receivable	4,000		4,000
Prepaids and other current assets	6,771		10,173
Total current assets	32,991		76,274
Property, machinery and equipment, net	3,605		4,016
Intangible assets, net	335		337
Operating right-of-use asset	5,903		6,441
Deferred offering costs	468		331
Restricted cash, non-current	366		312
Other non-current assets	5,048		4,712
Total assets	$	48,716	$	92,423

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	2,498	$	2,239
Accrued liabilities	6,785		8,026
Loan payable, current	8,702		11,627
Contract liabilities, current	1,237		1,654
Operating lease liability, current	1,210		1,153
Stock repurchase liability	—		10,000
Litigation settlement contingency	8,500		8,500
Other current liabilities	24		27
Total current liabilities	28,956		43,226
Contract liabilities, non-current	794		1,026
Loan Payable, non-current	—		2,404
Warrant liability	226		564

Operating lease liability, non-current	5,506		6,131
Other non-current liabilities	477		465
Total non-current liabilities	7,003		10,590
Total liabilities	35,959		53,816
Commitments and Contingencies (Note 12)
Stockholders’ equity:
Common stock, $0.00001 par value; 250,000,000 shares authorized and 97,865,351 issued and outstanding as of June 30, 2023; 250,000,000 shares authorized and 84,441,153 issued and outstanding as of December 31, 2022	1		1
Additional paid-in capital	356,543		342,733

Accumulated deficit	(343,787)		(304,127)
Total stockholders’ equity	12,757		38,607
Total liabilities and stockholders’ equity	$	48,716	$	92,423

The accompanying notes are an integral part of these condensed consolidated financial statements

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MOMENTUS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Service revenue	$	1,705	$	50	$	1,727	$	50
Cost of revenue	388		12		388		12
Gross profit	1,317		38		1,339		38
Operating expenses:
Research and development expenses	10,204		10,896		20,323		20,867
Selling, general and administrative expenses	10,007		12,861		20,277		27,714
Total operating expenses	20,211		23,757		40,600		48,581
Loss from operations	(18,894)		(23,719)		(39,261)		(48,543)

Other income (expense):

Change in fair value of warrant liability	451		2,254		338		1,803
Realized (loss) gain on disposal of asset	(17)		1		(17)		(69)
Interest income	357		5		912		5
Interest expense	(732)		(1,413)		(1,652)		(2,905)

Litigation settlement, net	—		—		—		3
Other income	—		—		20		—
Total other income (expense)	59		847		(399)		(1,163)


Net loss	$	(18,835)	$	(22,872)	$	(39,660)	$	(49,706)
Net loss per share, basic	$	(0.20)	$	(0.28)	$	(0.43)	$	(0.62)
Net loss per share, fully diluted	$	(0.20)	$	(0.28)	$	(0.43)	$	(0.62)
Weighted average shares outstanding, basic	95,978,588		81,319,533		91,791,957		80,642,670
Weighted average shares outstanding, fully diluted	95,978,588		81,319,533		91,791,957		80,642,670

The accompanying notes are an integral part of these condensed consolidated financial statements

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MOMENTUS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(in thousands, except share data)


	Common stock – Class A			Additional paid in capital		Accumulated deficit		Total stockholders’ equity
	Shares	Amount
Balance, December 31, 2022	84,441,153	$	1	$	342,733	$	(304,127)	$	38,607
Issuance of common stock upon exercise of stock options	370,287	—		92		—		92
Issuance of common stock upon vesting of RSUs	766,791	—		—		—		—
Share repurchase related to Section 16 Officer tax coverage exchange	(124,899)	—		(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	9,396,000	—		9,300		—		9,300
Issuance of common stock to non-employees	135,000	—		112		—		112
Net loss	—	—		—		(20,825)		(20,825)
Balance, March 31, 2023	94,984,332	$	1	$	353,897	$	(324,952)	$	28,946
Issuance of common stock upon exercise of stock options	132,417	—		38		—		38
Issuance of common stock upon vesting of RSUs	472,014	—		—		—		—
Issuance of common stock upon purchase of ESPP	106,545	—		31		—		31
Issuance of common stock upon exercise of Pre-Funded Warrants	2,170,043	—		—		—		—
Stock-based compensation - stock options, RSAs, RSUs	—	—		2,577		—		2,577
Net loss	—	—		—		(18,835)		(18,835)
Balance, June 30, 2023	97,865,351	$	1	$	356,543	$	(343,787)	$	12,757

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	Common stock – Class A			Additional paid in capital		Accumulated deficit		Total stockholders’ equity
	Shares	Amount
Balance, December 31, 2021	81,211,781	$	1	$	340,570	$	(208,683)	$	131,888
Issuance of common stock upon exercise of stock options	170,751	—		48		—		48
Issuance of common stock upon vesting of RSUs	113,710	—		—		—		—
Share repurchase related to Section 16 Officer tax coverage exchange	(18,673)	—		(59)		—		(59)
Stock-based compensation	—	—		2,212		—		2,212
Share repurchase valuation adjustment	—	—		(6,000)		—		(6,000)
Shares issued upon exercise of warrant	278,146	—		—		—		—
Net loss	—	—		—		(26,834)		(26,834)
Balance, March 31, 2022	81,755,715	$	1	$	336,771	$	(235,517)	$	101,255
Issuance of common stock upon exercise of stock options	1,294,668	—		345		—		345
Issuance of common stock upon vesting of RSUs	149,953	—		—		—		—
Issuance of common stock purchase of ESPP	77,162	—		190		—		190
Share repurchase related to Section 16 Officer tax coverage exchange	(12,666)	—		(38)		—		(38)
Stock-based compensation	—	—		3,105		—		3,105
Share repurchase valuation adjustment	—	—		220		—		220
Net loss	—	—		—		(22,872)		(22,872)
Balance, June 30, 2022	83,264,832	$	1	$	340,593	$	(258,389)	$	82,205

The accompanying notes are an integral part of these condensed consolidated financial statements

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MOMENTUS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)


	Six Months Ended June 30,
	2023		2022
Cash flows from operating activities:
Net loss	$	(39,660)	$	(49,706)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	452		578
Amortization of debt discount and issuance costs	890		1,462
Amortization of right-of-use asset	537		613
Change in fair value of warrant liability	(338)		(1,803)



Loss on disposal of property, machinery, equipment and intangible assets	17		69
Stock-based compensation expense	4,297		5,247
Non-cash consulting expense	112		—

Changes in operating assets and liabilities:
Accounts receivables	(434)		—
Prepaids and other current assets	3,401		1,914
Other non-current assets	(337)		(585)
Accounts payable	258		(742)
Accrued liabilities	(1,298)		(2,555)
Accrued interest	79		53
Other current liabilities	1		(6)
Contract liabilities	(648)		133

Lease liability	(569)		(626)
Other non-current liabilities	12		11
Net cash used in operating activities	(33,228)		(45,943)

Cash flows from investing activities:
Purchases of property, machinery and equipment	(53)		(488)
Proceeds from sale of property, machinery and equipment	63		7
Purchases of intangible assets	(25)		(464)
Net cash used in investing activities	(15)		(945)

Cash flows from financing activities:


Proceeds from exercise of stock options	130		393
Proceeds from employee stock purchase plan	31		190

Repurchase of Section 16 Officer shares for tax coverage exchange	(60)		(97)
Principal payments on loan payable	(6,298)		(3,763)


Payment of deferred offering costs	(121)		—
Payment for repurchase of common shares	(10,000)		—
Proceeds from issuance of common stock and related warrants	10,000		—
Payments for issuance costs related to common stock and related warrants	(700)		—




Net cash used in financing activities	(7,018)		(3,277)

Decrease in cash, cash equivalents and restricted cash	(40,261)		(50,165)
Cash, cash equivalents and restricted cash, beginning of period	62,413		160,547
Cash, cash equivalents and restricted cash, end of period	$	22,152	$	110,382

SEC Form 10-Q/A filed by Momentus Inc. (Amendment)