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What changed in Momentus Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Momentus Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+327 added−339 removedSource: 10-K (2026-03-31) vs 10-K (2025-04-01)

Top changes in Momentus Inc.'s 2025 10-K

327 paragraphs added · 339 removed · 230 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

51 edited+10 added−23 removed38 unchanged
Biggest change(Application No.) Expiration Date Title Description 11,414,219 (16/773,880) 10/23/2040 Space Mission Energy Management Architecture A solar-powered propulsion system with a solar concentrator attached to a pivot, capable of powering at least two different thrusters operating according to different propulsion techniques. 10,910,198 (16/773,908) 1/27/2040 Spacecraft Propulsion Devices and Systems with Microwave Excitation An MET thruster with a rotatable structure that imparts angular momentum to the injected propellant in the cavity, thereby creating a rotating circumferential flow. 11,585,331 (17/163,049) 5/11/2040 Pierced Waveguide Thruster An MET thruster with a waveguide for supplying microwave energy to the propellant chamber. 11,527,387 (17/163,537) 6/1/2040 Spacecraft Propulsion Devices and Systems with Microwave Excitation A multi-mode thruster system with both MET and chemical propulsion modes of operation. 11,352,150 (16/773,920) 1/27/2040 Spacecraft Structure Configured to Store Frozen Propellant A spacecraft arrangement in which propellant can be stored in a solid (e.g., frozen) state to provide the spacecraft with greater structural strength. 11,958,636 (17/735,357) 1/27/2040 Dynamically Adjusted Alignment Between Payload and Spacecraft Dynamic adjustment of payload position on the spacecraft to control pitch and yaw during thrusting events. 11,381,310 (16/951,191) 11/18/2040 Combined Communication and Ranging Functionality on a Spacecraft A multi-beam laser module that concurrently supports both ground communication and ranging operations. 11,936,335 (17/390,790) 7/30/2041 Rollable Tape Spring Solar Array A rollable solar array panel with a spacer layer and drive mechanism that facilitates uncoiling. n/a (17/872,946) n/a Orbital Space Racing A system for managing space vehicle racing or other competitions, including an orbital transfer vehicle for deploying vehicles at desired starting points and a control unit for tracking waypoint arrival times. n/a (18/508,738) n/a Systems and Methods for Maintenance of a Spacecraft Constellation A spacecraft constellation maintenance system in which a member of the constellation removes other (e.g., malfunctioning) spacecraft of the constellation from the constellation orbit. 11 Table of Contents Non-U.S.
Biggest change(Application No.) Expiration Date Title Description 11,527,387 (17/163,537) 6/1/2040 Spacecraft Propulsion Devices and Systems with Microwave Excitation A multi-mode thruster system with both MET and chemical propulsion modes of operation. 11,352,150 (16/773,920) 1/27/2040 Spacecraft Structure Configured to Store Frozen Propellant A spacecraft arrangement in which propellant can be stored in a solid (e.g., frozen) state to provide the spacecraft with greater structural strength. 11,958,636 (17/735,357) 1/27/2040 Dynamically Adjusted Alignment Between Payload and Spacecraft Dynamic adjustment of payload position on the spacecraft to control pitch and yaw during thrusting events. 11,381,310 (16/951,191) 11/18/2040 Combined Communication and Ranging Functionality on a Spacecraft A multi-beam laser module that concurrently supports both ground communication and ranging operations. 11,936,335 (17/390,790) 7/30/2041 Rollable Tape Spring Solar Array A rollable solar array panel with a spacer layer and drive mechanism that facilitates uncoiling. n/a (18/508,738) n/a Systems and Methods for Maintenance of a Spacecraft Constellation A spacecraft constellation maintenance system in which a member of the constellation removes other (e.g., malfunctioning) spacecraft of the constellation from the constellation orbit.
We believe our ability to compete successfully as a commercial provider of space transportation and infrastructure services will depend on several factors including our ability to fully develop, test and validate our technology in space, our ability to establish and maintain a lead in technological advancements, the price of our offerings, customer confidence in the reliability of our offerings, and the frequency and availability of our offerings.
We believe our ability to compete successfully as a commercial provider of space transportation, communication, and infrastructure services will depend on several factors including our ability to fully develop, test and validate our technology in space, our ability to establish and maintain a lead in technological advancements, the price of our offerings, customer confidence in the reliability of our offerings, and the frequency and availability of our offerings.
If we are unable to fully develop, test and validate our technologies, we may be unable to execute on our business plan and will be unable to realize the following competitive advantages.
If we are unable to fully develop, test and validate our technologies, we may be unable to execute on our business plan and realize the following competitive advantages.
We have designed our satellite buses and Orbital Service Vehicles to use this innovative technology, while also implementing a modular design that enables Momentus to incorporate high-thrust chemical thrusters or electric thrusters instead of the MET for missions with different needs.
We have designed our satellite buses and Orbital Service Vehicles to use this innovative technology, while also implementing a modular design that enables Momentus to incorporate high-thrust chemical thrusters or electric thrusters instead of the MET for missions with different requirements.
On August 13, 2021, the Company’s Class A common stock and public warrants began trading on the Nasdaq, under the symbols “MNTS” and “MNTSW,” respectively. Our Products and Services Products that we provide or plan to provide include satellites, satellite buses, solar arrays, and other satellite components.
On August 13, 2021, the Company’s Class A common stock and public warrants began trading on the Nasdaq, under the symbols “MNTS” and “MNTSW,” respectively. Our Products and Services We provide or plan to provide satellites, satellite buses, solar arrays, and other satellite components.
The contents of the websites referred to above are not incorporated into this filing or in any other report or document we file with the SEC, and any references to these websites are intended to be inactive textual references only. 14 Table of Contents
The contents of the websites referred to above are not incorporated into this filing or in any other report or document we file with the SEC, and any references to these websites are intended to be inactive textual references only. 13 Table of Contents
Momentus-hosted payload service allows customers to operate, test, and validate the performance of the technology or system in space at lower cost and less complexity. Momentus service offers the ability to manage the integration and operation of these payloads in space.
Momentus’ hosted payload service allows customers to operate, test, and validate the performance of the technology or system in space at lower cost and less complexity. Momentus’ service offers the ability to manage the integration and operation of these payloads in space.
PCT/US23/27341) n/a Chemical-Microwave-Electrothermal Thruster A thruster that leverages both MET and chemical reactivity to generate thrust. Regulatory See “ Risk Factors ” for risks and uncertainties related to regulatory requirements. Federal Communications Commission The regulations, policies, and guidance issued by the Federal Communications Commission (“FCC”) apply to the operation of our satellites and vehicles.
PCT/US23/27341) n/a Chemical-Microwave-Electrothermal Thruster A thruster that leverages both MET and chemical reactivity to generate thrust. 11 Table of Contents Regulatory See “ Risk Factors ” for risks and uncertainties related to regulatory requirements. Federal Communications Commission The regulations, policies, and guidance issued by the Federal Communications Commission (the “FCC”) apply to the operation of our satellites and vehicles.
Satellite operators are our principal customers and target customers. Momentus offers satellites and satellite buses and technology designed to meet the specific needs of government and commercial customers. Corporate History We were incorporated in the State of Delaware as Stable Road Acquisition Corp. on May 28, 2019.
Government and commercial satellite operators and space technology companies and organizations are our principal customers and target customers. Momentus offers satellites and satellite buses and technology designed to meet the specific needs of government and commercial customers. Corporate History We were incorporated in the State of Delaware as Stable Road Acquisition Corp. on May 28, 2019.
Once fully developed, we believe these capabilities could allow us to offer a suite of different in-orbit services, such as inspection, refueling, life extension, re-positioning, salvage missions, maintenance and repair, and de-orbiting. • Constellation Bus: Technologies used to support the Hosted Payload market are directly applicable to offering customer-owned satellite buses for use in constellations.
We believe these capabilities could allow us to offer a suite of different in-orbit services, such as inspection, refueling, life extension, re-positioning, salvage missions, maintenance and repair, and de-orbiting. • Satellite Bus: Technologies used to support the hosted payload market are directly applicable to offering customer-owned satellite buses for use in constellations.
Such decisions are influenced by the U.S. government’s commitments to multilateral export control regimes, particularly the Missile Technology Control Regime concerning the spaceflight business. Many different types of internal controls and measures are required to ensure compliance with such export control rules.
Such decisions are influenced by the U.S. government’s commitments to multilateral export control regimes, particularly the Missile Technology Control Regime concerning the spaceflight business. 12 Table of Contents Many different types of internal controls and measures are required to ensure compliance with such export control rules.
The MET has high specific impulse or ISP, which is a measure of efficiency, making it well-suited for transportation missions with significantly higher thrust than low thrust electric propulsion thrusters.
The MET has high specific impulse, or ISP, which is a measure of efficiency, making it well-suited for transportation missions with significantly higher thrust than missions more suitable for low thrust electric propulsion.
ITEM 1. Business Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us,” or “our” refer to Momentus. Overview Momentus is a U.S. commercial space company that offers satellites, satellite buses, and other satellite components, transportation and infrastructure services, including hosted payloads and other in-orbit services to help enable the commercialization of space.
ITEM 1. Business Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us,” or “our” refer to Momentus. Overview Momentus is a U.S. commercial space company that offers satellites, satellite buses, and other satellite components, transportation, communication, and infrastructure services, including hosted payloads and other in-orbit services.
Further corporate governance information, including our certificate of incorporation, bylaws, governance guidelines, board committee charters, and code of business conduct and ethics, is also available on the investors section of our website.
Further corporate governance information, including our Amended and Restated Certificate of Incorporation, as amended, Amended and Restated Bylaws, as amended, Governance Guidelines, Board committee charters, and Code of Business Conduct and Ethics, also is available on the investors section of our website.
Patent No. (Application No.) Expiration Date Title Description EP Patent No. 3938653 (20735251.9) 3/12/2040 Spacecraft Propulsion Devices and Systems with Microwave Excitation An MET thruster with an injector that injects propellant into the resonant cavity with rotating circumferential flow, and an annular structure that extends into the resonant cavity along the thrust axis (e.g., to improve vorticity).
EP Patent No. 3938653 (20735251.9) 3/12/2040 Spacecraft Propulsion Devices and Systems with Microwave Excitation An MET thruster with an injector that injects propellant into the resonant cavity with rotating circumferential flow, and an annular structure that extends into the resonant cavity along the thrust axis (e.g., to improve vorticity).
Services that we provide or plan to provide include “last mile” satellite transportation, payload‑hosting, on-orbit satellite refueling, on-orbit inspection, on-orbit satellite maintenance, de-orbiting, debris removal, and other satellite‑to-satellite service offerings.
We provide or plan to provide services, including “last mile” satellite transportation, payload‑hosting, on-orbit satellite refueling, on-orbit inspection, on-orbit satellite maintenance, de-orbiting, debris removal, and other satellite‑to-satellite service offerings.
This convergence of trends has led to increased access to space, new market entrants and accelerated growth in the number of commercial satellites being placed into orbit. We anticipate there could be considerable growth over the coming years in demand for small satellites and satellite buses that Momentus produces.
This convergence of trends has led to increased access to space, new market entrants and accelerated growth in the number of commercial satellites being placed into orbit. We anticipate considerable growth over the coming years in demand for small satellites and satellite buses.
The advent of these new business models could substantially increase demand for space transportation and other space infrastructure services. 9 Table of Contents Beyond transportation, we anticipate that growth of the satellite constellations market may drive demand for our satellites, satellites buses, and technologies like solar arrays, hosted payload, on‑orbit satellite refueling, on-orbit inspection, on-orbit satellite maintenance, de-orbiting, debris removal, and other satellite-to-satellite service offerings, if we are successful in executing on our business plan, including fully developing and validating our technology in space.
Beyond transportation, we anticipate that growth of the satellite constellations market may drive demand for our satellites, satellites buses, and technologies like solar arrays, hosted payload, on‑orbit satellite refueling, on-orbit inspection, on-orbit satellite maintenance, de-orbiting, debris removal, and other satellite-to-satellite service offerings, if we are successful in executing on our business plan, including fully developing and validating our 9 Table of Contents technology in space.
Our OSVs will initially be expendable, meaning they will be used to perform services before they de-orbit themselves upon completion of their first mission. However, our goal is to eventually make our OSVs reusable, or capable of remaining in space to conduct follow-on missions, which has the potential to lower our cost to deliver services to our customers.
Our OSVs are currently expendable, meaning they are used to perform services before they de-orbit themselves upon completion of their mission. However, our goal is to eventually make our OSVs reusable, or capable of remaining in space to conduct follow-on missions, which has the potential to lower our cost of delivering services to our customers.
We believe our planned service offerings will increase deployment options for satellite operators and lower their operating costs relative to traditional approaches while also minimizing environmental impact given our choice of water as a propellant. 7 Table of Contents We plan to provide these services with Orbital Service Vehicles (“OSVs”) that we design and manufacture.
We believe our planned service offerings will increase deployment options for satellite operators and lower their operating costs relative to traditional approaches while also minimizing environmental impact when utilizing our MET with water as a propellant. We plan to provide these services with Orbital Service Vehicles (“OSVs”) that we design and manufacture.
Over the past several years, Momentus has developed other innovative technologies such as our Microwave Electrothermal Thruster (MET) that uses water as its propellant that provides Momentus key advantages to efficiently accomplish missions such as transportation of customer payloads and small satellites to custom orbits.
Over the past several years, Momentus has developed other innovative technologies, such as our Microwave Electrothermal Thruster (“MET”) that uses water as a propellant, designed to efficiently accomplish missions such as transportation of customer payloads and small satellites to custom orbits.
We believe this “hub‑and‑spoke” model has the potential to expand our customers’ deployment options relative to what they would be able to achieve with ride share launch alone, while reducing their costs relative to what they could achieve with a dedicated small launch vehicle. Over time, we plan to begin introducing additional services beyond transportation.
We believe this “hub‑and‑spoke” model has the potential to expand our customers’ deployment options relative to what they would be able to achieve with ride share launch alone, while reducing their costs relative to what they could achieve with a dedicated small launch vehicle.
Our transportation service offering focuses on delivering our customers’ satellites to precision orbits of their choosing. To accomplish this, we partner with leading launch service providers, such as SpaceX to “ride share” our customer’s satellites from Earth to space on a midsized or large rocket. Customer satellites can also be carried aboard small launch vehicles for dedicated missions.
To accomplish this, we partner with leading launch service providers, such as SpaceX, to “ride share” our customer’s satellites from Earth to space on a midsized or large rocket. Customer satellites can also be carried aboard small launch vehicles for dedicated missions.
The MET’s water propellant is safe, environmentally-friendly, and easy to transport and handle as it is non-toxic, especially compared to the highly-toxic and difficult to handle propellants commonly used in the space industry.
The MET’s water propellant is safe, environmentally-friendly, and easy to transport and handle, in contrast to the highly-toxic and difficult to handle propellants commonly used in the space industry.
Our satellites and satellite technologies offer competitive advantages to customers such as greater payload capability, significant on-orbit power, flexibility of design and ability to accommodate a range of sensors, communications equipment, and other space instruments, low cost, and speed of delivery. Our Tape Spring Solar Array (“TASSA”) is an innovative solar array that Momentus is developing.
Our satellites and satellite technologies offer competitive advantages to customers such as greater payload capability, significant on-orbit power, flexibility of design and the ability to accommodate a range of sensors, communications equipment, and other space instruments, low cost, and speed of delivery.
Many of our employees bring significant experience from prior positions working for leading defense primes, satellite manufacturers, other commercial and military aerospace companies, and government agencies. As of March 28, 2025, the Company has 24 full-time employees.
Many of our employees bring significant experience from prior positions working for leading defense primes, satellite manufacturers, other commercial and military aerospace companies, and government agencies. As of March 15, 2026, the Company had 35 employees.
It offers the potential to produce power at substantially lower cost than competing arrays. It also has important advantages from its ability to be deployed and retracted to protect the array from in-space collisions with debris and to more easily maneuver the satellite to different locations or adjust its characteristics.
We are developing an innovative Tape Spring Solar Array (“TASSA”) that has the potential to produce power at substantially lower cost than competing solar arrays. TASSA also has important advantages in its ability to be deployed and retracted to protect the array from in-space collisions with debris and to easily maneuver the satellite to different locations or adjust its characteristics.
Additionally, Momentus is able to obtain necessary government licenses and manage the integration of these hosted payloads onto our OSV. • In-Orbit Servicing: We view in-orbit servicing of satellites as a growing business opportunity. As the number of satellites in space increases, so does their need to be serviced.
Additionally, Momentus is able to obtain necessary government licenses and manage the integration of these hosted payloads onto our OSV. • In-Orbit Servicing: As the number of satellites in space increases, so does their need to be serviced. We are actively developing and testing Momentus’ vehicles to be capable of performing in-orbit servicing.
We anticipate that the need for small satellite and satellite buses transportation to LEO will continue to drive overall demand growth for space transportation services in the short-term as technology advancements continue to make space more accessible to new market entrants, although new applications beyond LEO are also emerging.
We anticipate that the need for small satellite and satellite bus transportation to LEO, GEO, and Cis-Lunar orbits will continue to drive overall demand growth for space transportation services in the short-term as technology advancements continue to make space more accessible to new market entrants.
To achieve reusability, we need to develop additional technologies that will allow our vehicles to locate and navigate to customer satellites in space, physically connect to them, and perform a variety of robotic operations including fluid transfer. We are also offering variants of our Vigoride OSV to government and commercial customers as a traditional bus manufacture and satellite prime contractor.
To achieve reusability, we need to develop additional technologies that will allow our vehicles to locate and navigate to customer satellites in space, physically connect to them, and perform a variety of robotic operations including fluid transfer.
However, we also plan to design and produce larger vehicles and satellite buses to carry larger payloads to more distant orbits such as GEO.
We designed our Vigoride vehicle to deliver small customer payloads anywhere in LEO. However, we also plan to design and produce larger vehicles and satellite buses to carry larger payloads to more distant orbits such as GEO.
Improvements based on lessons learned during these missions were rapidly incorporated. As a result of these three missions, the Vigoride OSV has been successfully demonstrated in space and accumulated significant flight heritage.
During these three Vigoride missions, the system and technology were tested repeatedly. Improvements based on lessons learned during these missions were rapidly incorporated. As a result of these three missions, the Vigoride OSV has been successfully demonstrated in space and accumulated significant flight heritage. Our transportation service offering focuses on delivering our customers’ satellites to precision orbits.
We also believe that over the next decade, new space-based businesses may emerge, for example the generation of solar energy in space, space manufacturing or space data processing.
We also believe that over the next decade, new space-based businesses may emerge, for example the generation of solar energy in space, space manufacturing or space data processing. The advent of these new business models could substantially increase demand for space transportation and other space infrastructure services.
Technologies used to support the Hosted Payload market are directly applicable to offering customer-owned satellites for use in constellations. Momentus is offering high-volume production of buses, based on Vigoride’s technologies, and integrating customer’s unique payloads for a variety of missions ranging from communications to Earth Observation.
Momentus is offering high-volume production of buses, based on Vigoride’s technologies, for hosted payloads by integrating customer’s unique payloads for a variety of missions and for customer-owned satellites for use in constellations.
We believe our transportation service has the potential to expand our customers’ deployment options relative to what they could achieve with ride share launch alone, while reducing their costs relative to what they could achieve with a dedicated small launch vehicle.
We believe our transportation service has the potential to expand our customers’ deployment options relative to what they could achieve with ride share launch alone, while reducing their costs relative to what they could achieve with a dedicated small launch vehicle. • Hosted Payload: There are a broad range of payloads, satellite components, and other space technologies, that customers want to operate, test, or validate in space.
Once we have integrated our customers’ payloads, we then ship our vehicle, holding the customer payload, to the launch site, where it will be integrated onto the launch vehicle. The launch vehicle then transports our vehicle to the drop-off orbit. After separation from the launch vehicle, our OSV will transport our customers’ payloads to their chosen final orbit.
The launch vehicle would then transport our vehicle to the drop-off orbit. After separation from the launch vehicle, our OSV would transport our customers’ payloads to their chosen final orbit.
Momentus is offering high-volume production of low-cost buses, based on Vigoride’s technologies, and integrating customers’ unique payloads for a variety of missions ranging from communications to Earth Observation. This market heavily leverages prior investments in satellite technology to access a large and growing market segment.
Momentus is offering high-volume production of low-cost buses, based on Vigoride’s technologies, and integrating customers’ unique payloads for a variety of missions ranging from communications to Earth Observation. We introduced variants of Vigoride tailored specifically for constellation applications as M-500 and M-1000 in August 2023.
We believe our relationship and launch agreement with SpaceX will help us maximize the flexibility, economics, and optionality we can offer our customers. Additionally, as an aggregator of payloads, we believe we will be able to continue to service customers from around the world who might not otherwise have access to launch options.
Additionally, as an aggregator of payloads, we believe we will be able to continue to service customers from around the world who might not otherwise have access to launch options. • Experienced management team: Many of our management team members have experience in large organizations, including the U.S.
Similarly, if we were unable to secure effective export licensure to authorize the full scope of activity with a foreign partner or supplier, we may need to implement design changes to spacecraft or updates to our supplier chain, which may increase costs or result in delays in vehicle launch schedules. 13 Table of Contents Failure to comply with export control laws and regulations could expose us to civil or criminal penalties, fines, investigations, more onerous compliance requirements, loss of export privileges, debarment from government contracts, or limitations on our ability to enter into contracts with the U.S. government.
Failure to comply with export control laws and regulations could expose us to civil or criminal penalties, fines, investigations, more onerous compliance requirements, loss of export privileges, debarment from government contracts, or limitations on our ability to enter into contracts with the U.S. government.
We plan to develop Momentus’ vehicles to be capable of performing in-orbit servicing and are pursuing development activities that support this objective. Although we are still developing this technology, our aim is to equip future vehicles with robotic arms and an ability to maneuver in close proximity to other spacecraft and grapple, dock, or berth with them.
We plan to equip future vehicles with robotic arms and an ability to maneuver in close proximity to other spacecraft and grapple, dock, or berth with them.
We are in the process of creating a patent portfolio and, as of December 31, 2024, we had eight issued patents, four non‑U.S. issued patents, and applications for one additional patent family relating to our water plasma propulsion and other technologies. • Mission-driven strategy: Momentus is a mission-driven company, which underpins our focus on our long‑term vision and aligns all of our day-to-day activities in achieving this goal.
We are in the process of creating a patent portfolio and, as of December 31, 2025, we had eight issued patents, four non‑U.S. issued patents, and applications for one additional patent family relating to our water plasma propulsion and other technologies. • Compatibility across launch providers: We have designed and plan to continue to design our future vehicles to be compatible with most launch vehicles.
As such, we believed these cameras to be subject to the licensing requirements and regulations of the National Oceanic and Atmosphere Administration’s (“NOAA”) Commercial Report Sensing Regulatory Affairs (“CRSRA”) office. Until February 2023 we held a license grant from CRSRA authorizing the first ten Vigoride missions.
While primarily intended to function as mission assurance tools, these cameras will be capable of capturing incidental Earth imagery while in orbit. As such, we believed these cameras to be subject to the licensing requirements and regulations of the National Oceanic and Atmosphere Administration’s (“NOAA”) Commercial Report Sensing Regulatory Affairs (“CRSRA”) office.
The FCC continues to consider additional rules which, among other things, could change the operational, technical, and financial requirements for Momentus operations. If these proposed rules become final, they could change system design and financial costs in order to comply with or secure new Momentus spectrum licensure.
If these proposed rules become final, they could change system design and financial costs in order to comply with or secure new Momentus spectrum licensure. National Oceanic and Atmospheric Administration Momentus transport vehicles will operate with space-qualified photographic equipment installed.
As a consequence of a NOAA interpretation of the licensing regulations and at the suggestion of NOAA 12 Table of Contents we surrendered that license in February 2023. For future missions we will apply for any required NOAA authorizations on a case-by-case basis.
Until February 2023 we held a license grant from CRSRA authorizing the first ten Vigoride missions. As a consequence of a NOAA interpretation of the licensing regulations and at the suggestion of NOAA, we surrendered that license in February 2023.
These technologies and components have been flown in space and offer important competitive advantages such as low cost and flexibility to meet the needs of a growing market of customers who are owners and operators of satellites. 8 Table of Contents • Space Transportation: Under this model, our customers will deliver their payload to us a few months prior to launch for integration onto our vehicle.
These technologies and components have been flown in space, or are scheduled to be flown in space, and offer important competitive advantages such as lower cost and flexibility to meet the needs of owners and operators of satellites. • Space Transportation: Momentus offers a transportation service to deliver customers’ satellites to precision orbits.
Vigoride, and its variants, M-500 and M-1000, are being offered to provide payload technology demonstrations as well as forming the space infrastructure backbone for constellations of satellites.
Vigoride, and its variants, M-500 and M-1000, are being offered to support missions such as communication, sensing and tracking of missiles, positioning, navigation, and timing (“PNT”) as well as payload technology demonstrations.
We introduced variants of Vigoride tailored specifically for constellation applications as M-500 and M-1000 in August 2023. • Satellite Technologies: Momentus is developing and plans to offer satellite technologies such as our Tape Spring Solar Array and other components used on the Vigoride OSV.
Technologies used to support the Hosted Payload market are directly applicable to offering customer-owned satellites for use in constellations. 8 Table of Contents • Satellite Technologies: Momentus is developing and plans to offer satellite technologies such as our Tape Spring Solar Array, 3D printed propulsion tanks, and other components used on the Vigoride OSV.
We introduced variants of Vigoride tailored specifically for constellation applications as M-500 and M-1000 in August 2023. Momentus has launched four missions to date, deployed 17 customer satellites, and provided hosted payload services. Three of these missions involved operation of the Vigoride OSV in orbit. During these three Vigoride missions, the system and technology were tested repeatedly.
We believe that Vigoride has the ability to deliver fast, versatile, and cost-effective transportation and infrastructure services to our customers. We conducted our inaugural test and demonstration mission with Vigoride in 2022. Momentus has launched four missions to date, deployed 17 customer satellites, and provided hosted payload services. Three of these missions involved operation of the Vigoride OSV in orbit.
While we plan to eventually operate a family of progressively larger and more capable OSVs, we are currently focused on the first vehicle of the family, Vigoride, which will primarily operate in low-Earth orbit (“LEO”). We believe that Vigoride has the ability to deliver fast, versatile, and cost-effective transportation and infrastructure services to our customers.
While we plan to eventually operate a family of progressively larger and more capable OSVs, we are currently focused on 7 Table of Contents Vigoride, which was originally designed to operate in low-Earth orbit (“LEO”), but is undergoing enhancements designed to allow it to operate in Geostationary-Earth Orbit (“GEO”), Lunar, and Deep Space orbits.
Intellectual Property Below is a summary of our key intellectual property: U.S. Patent No.
Department of Defense, Raytheon, Lockheed Martin, Maxar, ULA, and Northrop Grumman, among others. Our efficient vertical integration allows for significant cooperation and interactivity between teams. Intellectual Property Below is a summary of our key intellectual property: U.S. Patent No.
This market heavily leverages prior investments in satellite technology to access a large and growing market segment. We are developing our OSVs to provide safe, affordable, reliable, and regular in-space services to our customers, including space transportation, payload hosting, and in-orbit servicing. We have designed our Vigoride vehicle to deliver small customer payloads anywhere in LEO.
Using a hosted payload on a commercial satellite can reduce both the expense and time required to get communications and other technologies into space. Our Vigoride OSVs are intended to provide safe, affordable, reliable, and regular in-space services to our customers, including space transportation, payload hosting, and in-orbit servicing.
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For example, in proposals for communications satellites in which the satellite is expected to remain largely stationary in a planned orbit with fine movements to point the spacecraft, Momentus has utilized low thrust electric propulsion thrusters in our design as opposed to the MET which offers much higher thrust and advantages to transport payloads over a significant distance efficiently than needed for the communications mission.
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The first of these technologies is related to Rendezvous and Proximity Operations (“RPO”) which is the ability for the OSV to locate and maneuver to another object in space. In 2025, the U.S. Air Force Research Labs SpaceWERX organization—which is the innovation arm of the U.S. Space Force—awarded Momentus a Direct to Phase II Small Business Innovation Research (“SBIR”) contract.
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We conducted our inaugural test and demonstration mission with Vigoride in 2022 as well as two additional test and demonstration missions with Vigoride during 2023.
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The award supports the in-space flight demonstration of a novel, low-cost multi-spectral sensor suite for RPO, scheduled for early 2026. We are also offering variants of our Vigoride OSV to government and commercial customers as a traditional bus manufacturer and satellite prime contractor.
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The Company plans to use technological milestones like completion of development of Block 2.2 configuration of the Vigoride OSV, MET propulsion, and TASSA in space, and experience gained in both satellite deployment and hosted payloads as standards to build new OSVs and explore commercial opportunities.
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A hosted payload is a module attached to a satellite that can be operated independently from the main spacecraft but which shares the satellite’s power supply and communications equipment.
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There is a growing need for such capabilities for defense, government, and commercial customers. Technologies used to support the Hosted Payload market are directly applicable to offering customer-owned satellites for use in constellations. Momentus is offering high-volume production of buses, based on Vigoride’s technologies, and integrating customer’s unique payloads for a variety of missions ranging from communications to Earth Observation.
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Hosted payloads are often used by commercial and government customers seeking to operate or test a capability for uses such as communications and sensing in orbit without having to pay the cost of building and launching an entire satellite.
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This market heavily leverages prior investments in satellite technology to access a large and growing market segment.
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Under this model, our customers would deliver their payload to us a few months prior to launch for integration onto our vehicle. Once we have integrated our customers’ payloads, we would then ship our vehicle, holding the customer payload, to the launch site, where it would be integrated onto the launch vehicle.
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We plan to price our transportation services to custom orbits above competing ride‑share services to standard orbits, but below what a satellite operator would need to pay to access a custom orbit using a dedicated small rocket. • Hosted Payload: There are a broad range of payloads, satellite components, and other space technologies, which customers want to operate, test, or validate in space.
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We believe our relationship and launch agreement with SpaceX will help us maximize the flexibility, economics, and optionality we can offer our customers.
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In making decisions about our vehicles, services, technologies, or sales opportunities, we attempt to align our actions with our vision and mission.
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(Application No.) Expiration Date Title Description 11,414,219 (16/773,880) 10/23/2040 Space Mission Energy Management Architecture A solar-powered propulsion system with a solar concentrator attached to a pivot, capable of powering at least two different thrusters operating according to different propulsion techniques. 10,910,198 (16/773,908) 1/27/2040 Spacecraft Propulsion Devices and Systems with Microwave Excitation An MET thruster with a rotatable structure that imparts angular momentum to the injected propellant in the cavity, thereby creating a rotating circumferential flow. 11,585,331 (17/163,049) 5/11/2040 Pierced Waveguide Thruster An MET thruster with a waveguide for supplying microwave energy to the propellant chamber. 10 Table of Contents U.S.
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We believe this helps us make decisions quickly and move towards achieving our goal of developing Momentus as a key provider of space infrastructure services. • Compatibility across launch providers: We have designed and will continue to design our future vehicles to be compatible with most launch vehicles.
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Momentus applied for an FCC license for the Vigoride 7 mission planned for the first half of 2026, which was granted by the FCC on January 30, 2026. The FCC continues to consider additional rules which, among other things, could change the operational, technical, and financial requirements for Momentus operations.
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Please see the above section titled “ Our Relationships with Launch Providers ” for additional details. • Experienced management team: Many of our management team members have experience in large organizations, including the U.S. Department of Defense, Raytheon, Lockheed Martin, Maxar, the National Aeronautics and Space Administration (“NASA”), and Northrop Grumman, among others.
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For the Vigoride 7 mission planned for the first half of 2026, Momentus requested a license associated with a RPO that is expected to occur during this mission. On February 13, 2026, NOAA issued a temporary license.
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Our efficient vertical integration allows for significant cooperation and interactivity between teams. Our Relationships with Launch Providers We have designed our vehicles to be compatible with most rockets, and we have not entered into exclusivity arrangements with any single launch provider.
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Momentus plans to complete additional submissions to NOAA as part of the licensing process with the aim of obtaining a permanent license prior to the RPO Demonstration. For future missions we will apply for any required NOAA authorizations on a case-by-case basis.
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We currently do not anticipate any changes to this approach, as we want to maximize our opportunities and retain the optionality to engage with other launch providers.
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Other advantages of maintaining a diverse set of launch partners include service resiliency in the event of launch failures and the subsequent grounding of a launch vehicle, access to otherwise protected markets through the use of specific launch vehicles and orbit diversity to provide access to all orbits of interest to our customers. 10 Table of Contents To date, we have entered into several launch services agreements including with SpaceX, Relativity Space, RFA and Stoke Space.
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Beyond these providers, we remain in active dialogue and intend to use other launch providers in the future.
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Our ability to achieve this objective relies heavily on whether or not we can successfully procure the necessary government licenses and approvals, and slots on the launch provider’s manifests, and whether we can successfully execute on our business plan, including fully developing and validating our technology in space.
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We believe we have developed a strong relationship with SpaceX which we maintain. We believe the relationship between our companies is recognized as mutually beneficial. Use of SpaceX launches by Momentus in consolidating small satellites and hosted payloads on our transport vehicles is a low cost offering we provide to our customers.
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National Oceanic and Atmospheric Administration Momentus transport vehicles will operate with space-qualified photographic equipment installed. While primarily intended to function as mission assurance tools, these cameras will be capable of capturing incidental Earth imagery while in orbit.
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During preparation for the Vigoride-1 mission, the FAA ultimately determined that it was unable to grant to SpaceX an approval of the Momentus payload for the SpaceX Transporter-1 launch in January 2021 due to concerns about the then foreign ownership of Momentus raised by the Department of Defense during an interagency review.
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Despite Momentus payloads being exempt from FAA payload review as a result of our existing NOAA grant, the Company initiated ongoing engagement with the FAA as part of a preemptive payload review unrelated to a launch license in contemplation of future launch activity.
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In May 2021, the FAA denied one of our payload review applications due to interagency concerns related to the corporate structure of Momentus at the time of denial. The FAA acknowledged that Momentus was engaged in addressing the concern and indicated that the FAA could reconsider the application once that process was complete.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe will require substantial additional funding to finance our operations, but adequate additional financing may not be available when we need it, on acceptable terms or at all. Momentus had cash and cash equivalents of $1.6 million as of December 31, 2024. We need to raise additional capital to continue our operations and execute on our business plan.
Biggest changeUnless the context otherwise requires, all references to the “Company,” “we,” “us,” or “our” refer to Momentus and its subsidiaries. Risks Related to the Business and Industry of Momentus We will require substantial additional funding to finance our operations, but adequate additional financing may not be available when we need it, on acceptable terms, or at all.
Our business, results of operations, financial condition, and prospects could also be harmed by risks and uncertainties that are not presently known to us or that we currently believe are not material. If any of these risks actually occur, our business, results of operations, financial condition, and prospects could be materially and adversely affected.
Our business, results of operations, financial condition, and prospects also could be harmed by risks and uncertainties that are not presently known to us or that we currently believe are not material. If any of these risks actually occur, our business, results of operations, financial condition, and prospects could be materially and adversely affected.
To raise additional funding, we may need to sell equity securities or debt securities in one or more transactions at prices and on terms that are determined from time to time. As an incentive to investors, we may also issue warrants, including pre-funded warrants, as part of these transactions.
To raise additional funding, we may need to sell equity or debt securities in one or more transactions at prices and on terms that are determined from time to time. As an incentive to investors, we may also issue warrants, including pre-funded warrants, as part of these transactions.
Explosions and other accidents on launch or during the flight have occurred and will likely occur in the future. If such incidents should occur, we will likely experience a total loss of our vehicle and our customers’ payloads.
Explosions and other accidents on launch or during flight have occurred and will likely occur in the future. If such incidents should occur, we will likely experience a total loss of our vehicle and our customers’ payloads.
Future denials of similar licenses or operational approvals may occur and could have a material adverse effect on our operations, sales, profitability, cash flows and overall financial condition. In addition, failure of Momentus, its officers, to comply with governmental orders or agreements may expose Momentus and its officers to liability or penalties.
Future denials of similar licenses or operational approvals may occur and could have a material adverse effect on our operations, sales, profitability, cash flows and overall financial condition. In addition, failure of Momentus or its officers to comply with governmental orders or agreements may expose Momentus and its officers to liability or penalties.
Current U.S. government policy enables the U.S. government’s use of commercial data and space infrastructure / mission providers to support U.S. national security objectives.
Current U.S. government policy enables the U.S. government’s use of commercial data, space infrastructure, and mission providers to support U.S. national security objectives.
The Company also received deficiency letters on May 23, 2024 and August 21, 2024, respectively, from the Staff notifying the Company that the Company had not filed its Quarterly Reports on Form 10-Q for the periods ending March 31, 2024 and June 30, 2024, respectively, as required for continued listing on the Nasdaq under Nasdaq Listing Rule 5250(c)(1) (the “Periodic Reporting Requirement”).
The Company also had received deficiency letters on May 23, 2024, and August 21, 2024, respectively, from the Staff notifying the Company that the Company had not filed its Quarterly Reports on Form 10-Q for the periods ending March 31, 2024, and June 30, 2024, respectively, as required for continued listing on the Nasdaq under Nasdaq Listing Rule 5250(c)(1) (the “Periodic Reporting Requirement”).
In addition, we have not opted out of the provisions of Section 203 of the Delaware General Corporation Law (“DGCL”), which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder.
In addition, we have not opted out of the provisions of Section 203 of the Delaware General Corporation Law (the “DGCL”), which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder.
Factors affecting the trading price of our Class A common stock and warrants may include: • actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; • changes in the market’s expectations about our operating results; • the public’s reaction to our press releases, our other public announcements and our filings with the SEC; • speculation in the press or investment community; • actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally; • our operating results failing to meet the expectation of securities analysts or investors in a particular period; 33 Table of Contents • changes in financial estimates and recommendations by securities analysts concerning us or the market in general; • operating and stock price performance of other companies that investors deem comparable to us; • publications of research reports by securities analysts about us, our competitors, or the space industry; • changes in laws and regulations affecting our business; • commencement of, or involvement in, litigation involving us; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of Class A common stock available for public sale; • any major change in our board of directors or management; • sales of substantial amounts of Class A common stock by directors, officers or significant stockholders or the perception that such sales could occur; • general economic and political conditions such as recessions, interest rates, fuel prices, trade wars, pandemics, epidemics, currency fluctuations and acts of war or terrorism; and • other risk factors listed under this “ Risk Factors ” section.
Factors affecting the trading price of our Class A common stock and warrants may include: • actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; • changes in the market’s expectations about our operating results; 32 Table of Contents • the public’s reaction to our press releases, our other public announcements and our filings with the SEC; • speculation in the press or investment community; • actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally; • our operating results failing to meet the expectation of securities analysts or investors in a particular period; • changes in financial estimates and recommendations by securities analysts concerning us or the market in general; • operating and stock price performance of other companies that investors deem comparable to us; • publications of research reports by securities analysts about us, our competitors, or the space industry; • changes in laws and regulations affecting our business; • commencement of, or involvement in, litigation involving us; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of Class A common stock available for public sale; • any major change in our board of directors or management; • sales of substantial amounts of Class A common stock by directors, officers or significant stockholders or the perception that such sales could occur; • general economic and political conditions such as recessions, interest rates, fuel prices, trade wars, pandemics, epidemics, currency fluctuations and acts of war or terrorism; and • other risk factors listed under this “ Risk Factors ” section.
Our Second Amended and Restated Certificate of Incorporation, as amended, provides, to the fullest extent permitted by law, that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: • any derivative action or proceeding brought on behalf of the Company; • any action or proceeding asserting a claim of breach of a fiduciary duty owed by or any wrongdoing by any current or former director, officer, employee or agent of the Company or any stockholder to the Company or to stockholders; • any action or proceeding asserting a claim against us or any current or former director, officer or other employee or any stockholder in such stockholder’s capacity as such arising out of or pursuant to any provision of the DGCL, our Second Amended and Restated Certificate of Incorporation, as amended, or our Amended and Restated Bylaws, as amended; • any action or proceeding to interpret, apply, enforce or determine the validity of our Second Amended and Restated Certificate of Incorporation, as amended, and/or our Amended and Restated Bylaws, as amended (including any right, obligation or remedy thereunder); • any action or proceeding as to which the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware; or 35 Table of Contents • any action or proceeding asserting a claim governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants.
Our Second Amended and Restated Certificate of Incorporation, as amended, provides, to the fullest extent permitted by law, that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: • any derivative action or proceeding brought on behalf of the Company; 34 Table of Contents • any action or proceeding asserting a claim of breach of a fiduciary duty owed by or any wrongdoing by any current or former director, officer, employee, or agent of the Company or any stockholder to the Company or to stockholders; • any action or proceeding asserting a claim against us or any current or former director, officer, or other employee or any stockholder in such stockholder’s capacity as such arising out of or pursuant to any provision of the DGCL, our Second Amended and Restated Certificate of Incorporation, as amended, or our Amended and Restated Bylaws, as amended; • any action or proceeding to interpret, apply, enforce or determine the validity of our Second Amended and Restated Certificate of Incorporation, as amended, and/or our Amended and Restated Bylaws, as amended (including any right, obligation or remedy thereunder); • any action or proceeding as to which the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware; or • any action or proceeding asserting a claim governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants.
We used a third-party deployer from a partner company to place our first customer satellite in orbit. Our Vigoride spacecraft reached low-Earth orbit and was able to deploy two out of nine customer satellites, but certain anomalies relating primarily to its power systems limited our ability to communicate with and control the vehicle.
We used a third-party deployer from a partner company to place our first customer satellite in orbit. Our Vigoride 3 spacecraft reached low-Earth orbit and was able to deploy two out of nine customer satellites, but certain anomalies relating primarily to its power systems limited our ability to communicate with and control the vehicle.
Securities class actions, shareholder derivative actions and other current or future litigation matters may be time‑consuming, divert management’s attention and resources, cause the Company to incur significant defense and settlement costs or liability, even if we believe the claims asserted against us are without merit. We intend to vigorously defend against all such claims.
Securities class actions, shareholder derivative actions, and other future litigation matters may be time‑consuming, divert management’s attention and resources, cause the Company to incur significant defense and settlement costs or liability, even if we believe the claims asserted against us are without merit. We intend to vigorously defend against all such claims.
Such delisting from the Nasdaq Capital Market and continued or further declines in the price of shares of our Class A common stock could also greatly impair our ability to raise additional necessary capital through equity or debt financing, and could significantly increase the ownership dilution to stockholders caused by our issuing equity in financing or other transactions.
Such delisting from the Nasdaq Capital Market and continued or further declines in the price of shares of the Company’s Class A common stock could also greatly impair our ability to raise additional necessary capital through equity or debt financing, and could significantly increase the ownership dilution to stockholders caused by our issuing equity in financing or other transactions.
The successful development of our vehicles and related technology involves many uncertainties, some of which are beyond our control, including, but not limited to: 16 Table of Contents • timing in finalizing satellite and Orbital Service Vehicle design and specifications; • successful completion of test programs and demonstration missions; • whether we will receive and the timing of receipt of licenses and government approvals that will allow us to fly our vehicles in space and gather valuable data that will assist in further development of our vehicles; • meeting stated technological objectives and goals for the design on time, on budget and within target cost objectives; • our ability to obtain additional applicable approvals, licenses or certifications from regulatory agencies and maintaining current approvals, licenses or certifications; • our ability to secure slots on our launch providers’ manifests; • performance of our manufacturing facility despite risks that disrupt productions, such as natural disasters; • performance of a limited number of suppliers for certain raw materials and supplied components and their willingness to do business with us; • performance of our third-party contractors that support our research and development activities; • our ability to protect our intellectual property critical to the design and function of our transport vehicles and other technologies; and • our ability to continue funding and maintaining our research and development activities.
The successful development of our vehicles and related technology involves many uncertainties, some of which are beyond our control, including, but not limited to: • timing in finalizing satellite and Orbital Service Vehicle design and specifications; • successful completion of test programs and demonstration missions; • whether we will receive and the timing of receipt of licenses and government approvals that will allow us to fly our vehicles in space and gather valuable data that will assist in further development of our vehicles; • meeting stated technological objectives and goals for the design on time, on budget and within target cost objectives; • our ability to obtain additional applicable approvals, licenses or certifications from regulatory agencies and maintaining current approvals, licenses or certifications; • our ability to secure slots on our launch providers’ manifests; • performance of our manufacturing facility despite risks that disrupt productions, such as natural disasters; • performance of a limited number of suppliers for certain raw materials and supplied components and their willingness to do business with us; • performance of our third-party contractors that support our research and development activities; • our ability to protect our intellectual property critical to the design and function of our transport vehicles and other technologies; and • our ability to continue funding and maintaining our research and development activities.
If Momentus fails to address the risks and difficulties that we face, including those associated with the challenges listed above as well as those described elsewhere in this “ Risk Factors ” section, our business, financial condition, and results of operations could be adversely affected.
If Momentus fails to address the risks and challenges that we face, including those associated with the challenges listed above as well as those described elsewhere in this “ Risk Factors ” section, our business, financial condition, and results of operations could be adversely affected.
We may not be able to maintain adequate gross margins or profits in these markets. Our growth is dependent on the growth in the sales of services provided by our customers, our customers’ ability to anticipate market trends, and our ability to anticipate changes in the businesses of our customers and to successfully identify and enter new markets.
We may not be able to achieve or maintain adequate gross margins or profits in these markets. Our growth is dependent on the growth in the sales of services provided by our customers, our customers’ ability to anticipate market trends, and our ability to anticipate changes in the businesses of our customers and to successfully identify and enter new markets.
The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. To date, the Company has not generated sufficient revenues to provide cash flows that enable the Company to finance its operations internally.
The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. To date, the Company has not generated sufficient revenues to provide cash flows that enable the Company to finance its operations.
We used the Vigoride 5 and Vigoride 6 missions to conduct on-orbit functional testing for the MET and other system elements which were used to assess the performance of the individual components and the overall system.
We used the Vigoride 5 and Vigoride 6 missions to conduct on-orbit functional testing for the MET and other system elements which were used to assess the performance of the individual components and our overall system.
The proliferation of these low-Earth orbit constellations could materially increase the risks of potential collision with space debris or another spacecraft and affect our ability to effectively access sufficient orbital slots to support the expected growth across our business. 20 Table of Contents Our revenue, results of operations and reputation may be negatively impacted if our products contain defects or fail to operate in the expected manner.
The proliferation of these low-Earth orbit constellations could materially increase the risks of potential collision with space debris or another spacecraft and affect our ability to effectively access sufficient orbital slots to support the expected growth across our business. 19 Table of Contents Our revenue, results of operations and reputation may be negatively impacted if our products contain defects or fail to operate in the expected manner.
As of December 31, 2024 we have eight issued patents, four non-U.S. issued patents, and one patent application across U.S., European, and Patent Cooperation Treaty (“PCT”) patent systems. Our pending patent applications may not result in patents being issued, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.
As of December 31, 2025, we have eight issued patents, four non-U.S. issued patents, and one patent application across U.S., European, and Patent Cooperation Treaty (“PCT”) patent systems. Our pending patent applications may not result in patents being issued, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.
We are currently, and may in the future be, subject to substantial litigation, regulatory actions, government investigations, proceedings and similar actions including matters related to commercial disputes, intellectual property, employment, securities laws, disclosures, whistleblower, environmental, tax, accounting, class action, and product liability, as well as trade, regulatory and other claims related to our business and our industry.
We may in the future be subject to substantial litigation, regulatory actions, government investigations, proceedings, and similar actions including matters related to commercial disputes, intellectual property, employment, securities laws, disclosures, whistleblower, environmental, tax, accounting, class action, and product liability, as well as trade, regulatory, and other claims related to our business and our industry.
These provisions provide for, among other things: • a classified board of directors whose members serve staggered three-year terms; • the authorization of “blank check” preferred stock, which could be issued by the board of directors without stockholder approval and may contain voting, liquidation, dividend and other rights superior to our Class A common stock; • a limitation on the ability of, and providing indemnification to, our directors and officers; 34 Table of Contents • a requirement that special meetings of our stockholders can be called only by our board of directors acting by a written resolution by a majority of the directors then in office, the Chairperson of the board of directors, our Chief Executive Officer or our Lead Independent Director; • a requirement of advance notice of stockholder proposals for business to be conducted at meetings stockholders and for nominations of candidates for election to the board of directors; • a requirement that our directors may be removed only for cause and by a two-thirds (2/3) vote of the stockholders; • a prohibition on stockholder action by written consent; • a requirement that vacancies on our board of directors may be filled only by a majority of directors then in office or by a sole remaining director (subject to limited exceptions), even though less than a quorum; and • a requirement of the approval of the board of directors or the holders of at least two-thirds of our outstanding shares of capital stock to amend our bylaws and certain provisions of our charter.
These provisions provide for, among other things: • a classified Board of Directors whose members serve staggered three-year terms; • the authorization of “blank check” preferred stock, which could be issued by the Board of Directors without stockholder approval and may contain voting, liquidation, dividend, and other rights superior to our Class A common stock; • a limitation on the ability of, and providing indemnification to, our directors and officers; • a requirement that special meetings of our stockholders can be called only by our Board of Directors acting by a written resolution by a majority of the directors then in office, the Chairperson of the Board of Directors, our Chief Executive Officer, or our Lead Independent Director; • a requirement of advance notice of stockholder proposals for business to be conducted at meetings stockholders and for nominations of candidates for election to the Board of Directors; • a requirement that our directors may be removed only for cause and by a two-thirds (2/3) vote of the stockholders; • a prohibition on stockholder action by written consent; • a requirement that vacancies on our Board of Directors may be filled only by a majority of Directors then in office or by a sole remaining Director (subject to limited exceptions), even though less than a quorum; and • a requirement of the approval of the Board of Directors or the holders of at least two-thirds of our outstanding shares of capital stock to amend our Amended and Restated Bylaws, as amended, and certain provisions of our charter.
If our Class A common stock were to trade on the over-the-counter market, selling our Class A common stock could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be delayed, and security analysts’ coverage of us may be reduced.
If the Company’s Class A common stock were to trade on the over-the-counter market, selling the Company’s Class A common stock could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be delayed, and security analysts’ coverage of us may be reduced.
Factors affecting the trading price of our Class A common stock and warrants may include: • actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; • changes in the market’s expectations about our operating results; • the public’s reaction to our press releases, our other public announcements and our filings with the SEC; • speculation in the press or investment community; • actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally; • our operating results failing to meet the expectation of securities analysts or investors in a particular period; • changes in financial estimates and recommendations by securities analysts concerning us or the market in general; • operating and stock price performance of other companies that investors deem comparable to us; • publications of research reports by securities analysts about us, our competitors, or the space industry; • changes in laws and regulations affecting our business; • commencement of, or involvement in, litigation involving us; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of Class A common stock available for public sale; • any major change in our Board of Directors or management; • sales of substantial amounts of Class A common stock by directors, officers or significant stockholders or the perception that such sales could occur; • general economic and political conditions such as recessions, interest rates, fuel prices, trade wars, pandemics, epidemics, currency fluctuations and acts of war or terrorism; and • other risk factors listed under this “ Risk Factors ” section.
The market price of our Class A common stock could also be reduced by general market price declines or market volatility in the future or future declines or volatility in the prices of stocks for companies in our industry. 36 Table of Contents Factors affecting the trading price of our Class A common stock and warrants may include: • actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; • changes in the market’s expectations about our operating results; • the public’s reaction to our press releases, our other public announcements and our filings with the SEC; • speculation in the press or investment community; • actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally; • our operating results failing to meet the expectation of securities analysts or investors in a particular period; • changes in financial estimates and recommendations by securities analysts concerning us or the market in general; • operating and stock price performance of other companies that investors deem comparable to us; • publications of research reports by securities analysts about us, our competitors, or the space industry; • changes in laws and regulations affecting our business; • commencement of, or involvement in, litigation involving us; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of Class A common stock available for public sale; • any major change in our Board of Directors or management; • sales of substantial amounts of Class A common stock by directors, officers, or significant stockholders or the perception that such sales could occur; • general economic and political conditions such as recessions, interest rates, fuel prices, trade wars, pandemics, epidemics, currency fluctuations, and acts of war or terrorism; and • other risk factors listed under this “ Risk Factors ” section.
There is no inherent right to perform an export and given the significant discretion the government has in adjudicating such authorizations in furtherance of U.S. national security and foreign policy interests, there can be no assurance we will be successful in our current and future efforts to secure and maintain necessary licenses, registrations, or other U.S. government regulatory approvals.
There is no inherent right to perform an export and given the significant discretion the government has in adjudicating such 26 Table of Contents authorizations in furtherance of U.S. national security and foreign policy interests, there can be no assurance we will be successful in our current and future efforts to secure and maintain necessary licenses, registrations, or other U.S. government regulatory approvals.
While we conducted analysis of the root causes of all anomalies experienced during the three missions, there can be no assurance that we will not experience operational or process failures and other problems any future missions.
While we conducted analysis of the root causes of all anomalies experienced during the three missions, there can be no assurance that we will not experience operational or process failures and other problems on future missions.
In addition, in the event our Class A common stock is delisted, broker-dealers have certain regulatory burdens imposed upon them, which may discourage broker-dealers from effecting transactions in our Class A common stock, further limiting the liquidity of such shares.
In addition, in the event the Company’s Class A common stock is delisted, broker-dealers have certain regulatory burdens imposed upon them, which may discourage broker-dealers from effecting transactions in the Company’s Class A common stock, further limiting the liquidity of such shares.
Our current primary research and development objectives focus on the development of satellites, satellite buses, related satellite technologies such as solar arrays and our existing and future Orbital Service Vehicles and related technology. If we do not complete development of these vehicles in our anticipated timeframes or at all, our ability to grow our business will be adversely affected.
Our current primary research and development objectives focus on the development of satellites, satellite buses, related satellite technologies such as solar arrays and our existing and future OSVs and related technology. If we do not complete development of these vehicles in our anticipated timeframes or at all, our ability to grow our business will be adversely affected.
These and other provisions in our charter and bylaws and under Delaware law could discourage potential takeover attempts, reduce the price investors might be willing to pay in the future for shares of Class A common stock and result in the market price of Class A common stock being lower than it would be without these provisions.
These and other provisions in our charter and Amended and Restated Bylaws, as amended, and under Delaware law could discourage potential takeover attempts, reduce the price investors might be willing to pay in the future for shares of Class A common stock and result in the market price of Class A common stock being lower than it would be without these provisions.
If we are unable to win new awards or execute existing contracts as expected, our business, results of operations, and financial position could be further adversely affected. 18 Table of Contents The cyclical nature of the space industry could negatively impact our ability to accurately forecast customer demand.
If we are unable to win new awards or execute existing contracts as expected, our business, results of operations, and financial position could be further adversely affected. The cyclical nature of the space industry could negatively impact our ability to accurately forecast customer demand.
Any disruption of our ability to operate our business could result in a material decrease in our revenues or significant additional costs to replace, repair, or insure our assets, which could have a material adverse impact on our financial condition and results of operations. Our customers and suppliers face similar threats.
Any disruption of our ability to operate 18 Table of Contents our business could result in a material decrease in our revenues or significant additional costs to replace, repair, or insure our assets, which could have a material adverse impact on our financial condition and results of operations. Our customers and suppliers face similar threats.
Customer or supplier proprietary, classified, or sensitive information stored on our networks is at risk. Assets, intellectual property and products in customer or supplier 19 Table of Contents environments are also inherently at risk. We also have risk where we have access to customer and supplier networks and face risks of breach, disruption, or loss as well.
Customer or supplier proprietary, classified, or sensitive information stored on our networks is at risk. Assets, intellectual property and products in customer or supplier environments are also inherently at risk. We also have risk where we have access to customer and supplier networks and face risks of breach, disruption, or loss as well.
Failure by us, our employees, affiliates, partners or others with 23 Table of Contents whom we work to comply with applicable laws and regulations could result in administrative, civil, commercial or criminal liabilities, including suspension or debarment from government contracts or suspension of our export/import privileges.
Failure by us, our employees, affiliates, partners or others with whom we work to comply with applicable laws and regulations could result in administrative, civil, commercial or criminal liabilities, including suspension or debarment from government contracts or suspension of our export/import privileges.
In addition, the federal and state net operating loss carryforwards and certain tax credits may be subject to significant limitations under Section 382 and Section 383 of the U.S. Internal Revenue Code (“U.S. Tax Code”), respectively, and similar provisions of state law. Under those sections of the U.S.
In addition, the federal and state net operating loss carryforwards and certain tax 24 Table of Contents credits may be subject to significant limitations under Section 382 and Section 383 of the U.S. Internal Revenue Code (the “U.S. Tax Code”), respectively, and similar provisions of state law. Under those sections of the U.S.
Such labor disputes and disruptions may result in the loss of market share to competitors and/or have a negative impact on the Company’s brand and corporate image. In addition, Momentus has experienced shortages of qualified labor in the past and may experience them in the future.
Such labor disputes and disruptions may result in the loss of market share to competitors and/or have a negative impact on the Company’s brand and corporate image. 37 Table of Contents In addition, Momentus has experienced shortages of qualified labor in the past and may experience them in the future.
If securities and industry analysts do not publish or cease publishing research or reports, or publish inaccurate or unfavorable research or reports, about our business or our market, our stock price and trading volume could decline.
If securities and industry analysts do not publish research or reports, or publish inaccurate or unfavorable research or reports, about our business or our market, our stock price and trading volume could decline.
In addition, any improvements in technology may make obsolete our existing vehicles or any 21 Table of Contents component of our vehicles prior to the end of its life.
In addition, any improvements in technology may make obsolete our existing vehicles or any 20 Table of Contents component of our vehicles prior to the end of its life.
For example, commercial space launches and the operation of our space transport 29 Table of Contents system in the United States require licenses and permits from the FCC and review by other agencies of the U.S. government, including the FAA, the Department of Defense, and NASA.
For example, commercial space launches and the operation of our space transport system in the United States require licenses and permits from the FCC and review by other agencies of the U.S. government, including the FAA, the U.S. Department of Defense, and NASA.
We are mindful of the inherent risks involved in the initial use of hardware and complex systems in space given the difficulties of replicating all aspects of the environment and stresses that the system will experience in space during ground-based testing in simulated environments.
There are inherent risks involved in the initial use of hardware and complex systems in space given the difficulties of replicating all aspects of the environment and stresses that the system will experience in space during ground-based testing in simulated environments.
The trading market for our Class A common stock and warrants will depend, in part, on the research and reports that securities and industry analysts publish about us, our business and our market. Only two securities analysts have published research on our stock in the last 12 months.
The trading market for our Class A common stock and warrants will depend, in part, on the research and reports that securities and industry analysts publish about us, our business and our market. No securities analysts have published research on our stock in the last 12 months.
Further loss of one or more of our key employees, additional loss of 26 Table of Contents multiple employees in particular functions, and/or our inability to attract replacement or additional qualified personnel could substantially impair our ability to operate our business and implement our business plan.
Further loss of one or more of our key employees, additional loss of multiple employees in particular functions, and/or our inability to attract replacement or additional qualified personnel could substantially impair our ability to operate our business and implement our business plan.
Risks and challenges Momentus has faced or expects to face include our ability to: • raise additional funding; • forecast revenue and budget for and manage expenses; • attract new customers and retain existing customers; 17 Table of Contents • effectively manage growth and business operations, including planning for and managing capital expenditures for current and future vehicles and services, and managing the supply chain and supplier relationships related to current and future vehicles and services; • comply with existing and new or modified laws and regulations applicable to our business, including export control regulations; • anticipate and respond to macroeconomic changes and changes in the markets in which we operate; • maintain and enhance the value of our reputation and brand; • develop and protect intellectual property; and • integrate and retain talented people at all levels of our organization.
Momentus faces now and expects to face in the future risks and challenges related to our ability to: • raise additional funding; • forecast revenue and budget for and manage expenses; • attract new customers and retain existing customers; • effectively manage growth and business operations, including planning for and managing capital expenditures for current and future vehicles and services, and managing the supply chain and supplier relationships related to current and future vehicles and services; • comply with existing and new or modified laws and regulations applicable to our business, including export control regulations; • anticipate and respond to macroeconomic changes and changes in the markets in which we operate; • maintain and enhance the value of our reputation and brand; • develop and protect intellectual property; and • integrate and retain talented people at all levels of our organization.
If our Class A common stock loses its listing on the Nasdaq Capital Market, our Class A common stock would likely trade in the over-the-counter market.
If the Company’s Class A common stock loses its listing on the Nasdaq Capital Market, the Company’s Class A common stock would likely trade in the over-the-counter market.
Due to the sensitivity of the personal information and data we and these third parties manage and expect to manage in the future, as well as the nature of our customer base, the security features of our information systems are critical.
Due to the sensitivity of the personal information and data we and these third parties manage and expect to manage in the future, as well as the nature of our customer base, the 28 Table of Contents security features of our information systems are critical.
The issues also prevented Vigoride from performing orbit change maneuvers and technology demonstrations that were part of our program to validate our technology in space, and to demonstrate end-to-end in-space transfer and service operations.
These issues also prevented Vigoride 3 from performing orbit change maneuvers and technology demonstrations that were part of our program to validate our technology in space and to demonstrate end-to-end in-space transfer and service operations.
These factors could result in lower prices and larger spreads in the bid and ask prices for our Class A common stock.
These factors could result in lower prices and larger spreads in the bid and ask prices for the Company’s Class A common stock.
Tax Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change attributes, such as research tax credits, to offset its post-change income or 25 Table of Contents tax may be limited.
Tax Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change attributes, such as research tax credits, to offset its post-change income or tax may be limited.
The Company requested and received a stay of the suspension of trading and delisting of our Class A common stock pending the conclusion of the hearing process, which allows our Class A common stock to remain listed on Nasdaq at least until the Panel renders a decision following the hearing.
The Company requested and received a stay of the suspension of trading and delisting of the Company’s Class A common stock pending the conclusion of the hearing process, which allowed the Company’s Class A common stock to remain listed on Nasdaq at least until the Panel renders a decision following the hearing.
Pursuant to Nasdaq Listing Rule 5810(d)(2), the failures to comply with the Periodic Reporting Requirement individually became additional and separate bases for delisting. On October 15, 2024, the Company filed its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024, resolving two of the deficiencies previously identified by Nasdaq.
Pursuant to Nasdaq Listing Rule 5810(d)(2), the failures to comply with the Periodic Reporting Requirement individually became additional and separate bases for delisting. On October 15, 2024, the Company filed its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, and June 30, 2024, resolving the deficiencies related to the Periodic Reporting Requirement.
On January 13, 2025, the Company received a letter issued by the Panel granting the Company’s request to continue its listing on Nasdaq until April 15, 2025 while the Company executes its plan to regain compliance with the requirements of Nasdaq Listing Rule 5550(b).
On January 13, 2025, the Company received a letter issued by the Panel granting the Company’s request to continue its listing on Nasdaq until April 15, 2025, while the Company executed its plan to regain compliance with the requirements of the Equity Rule.
A determination that our Class A common stock is a “penny stock” would require brokers trading in our Class A common stock to adhere to even more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Class A common stock.
A determination that the Company’s Class A common stock is a “penny stock” would require brokers trading in the Company’s Class A common stock to adhere to even more stringent rules and possibly result in a reduced level of trading activity in the 30 Table of Contents secondary trading market for the Company’s Class A common stock.
We need to raise funds in the future to execute our business plan. We may seek to raise additional capital to expand our business, pursue strategic investments, and take advantage of financing or other opportunities that we believe to be in our best interests and the interests of our stockholders.
We may seek to raise additional capital to expand our business, pursue strategic investments, and take advantage of financing or other opportunities that we believe to be in our best interests and the interests of our stockholders.
If we do not receive these approvals in a timely manner, our financial condition, results of operations, backlog and prospects will be materially adversely affected. We are dependent on the successful development of our satellite technology Orbital Service Vehicles and related technology.
If 15 Table of Contents we do not receive these approvals in a timely manner, our financial condition, results of operations, backlog and prospects will be materially adversely affected. We are dependent on the successful development of our satellite and related technology.
If we cannot raise funds on acceptable terms, or at all, we may not be able to grow our business, respond to competitive pressures or continue our operations. 15 Table of Contents We have incurred significant losses since inception, we expect to incur losses in the future, and we may not be able to achieve or maintain profitability.
If we cannot raise funds on acceptable terms, or at all, we may not be able to grow our business, respond to competitive pressures or continue our operations. We have incurred significant losses in the past, we expect to incur losses in the future, and we may not be able to achieve or maintain profitability.
We expect that new industry standards, laws and regulations will continue to be proposed regarding privacy, data protection and information security in many jurisdictions, including the European e-Privacy Regulation, which is currently in draft form. We cannot yet determine the impact such future laws, regulations and standards may have on our business. Complying with these evolving obligations is costly.
We expect that new industry standards, laws and regulations will continue to be proposed regarding privacy, data protection and information security in many jurisdictions. We cannot yet determine the impact such future laws, regulations and standards may have on our business. Complying with these evolving obligations is costly.
Recent years have seen increases in the number of satellites deployed to low-Earth orbits, and publicly announced plans call for many thousands of additional satellite deployments over the next decade.
In recent years, the number of satellites deployed to low-Earth orbits has increased, and publicly announced plans call for many thousands of additional satellite deployments over the next decade.
The reductions in workforce to date, and any further reductions, as well as the perceptions of our vendors, customers, potential customers and investors regarding these actions, could adversely affect our ability to operate the business and achieve business objectives, which could consequently materially adversely affect our business, financial condition, results of operations and share price.
A limited workforce, and any further reductions, as well as the perceptions of our vendors, customers, potential customers, and investors regarding these actions, could adversely affect our ability to operate the business and achieve business 25 Table of Contents objectives, which could consequently materially adversely affect our business, financial condition, results of operations, and share price.
Antiboycott Act of 2018, Part II of the Export Control Reform Act security restrictions and intellectual property.
Antiboycott Act of 2018, Part II of the Export Control Reform 22 Table of Contents Act security restrictions and intellectual property.
As of December 31, 2024, Momentus had $202.6 million of U.S. federal and $79.6 million of state net operating loss carryforwards available to reduce future taxable income. The U.S. federal operating loss carryforwards incurred after 2017 will be carried forward indefinitely for U.S. federal tax purposes.
As of December 31, 2025, Momentus had $259.6 million of U.S. federal and $103.4 million of state net operating loss carryforwards available to reduce future taxable income. The U.S. federal operating loss carryforwards incurred after 2017 will be carried forward indefinitely for U.S. federal tax purposes.
Our restructurings and associated organizational changes may not adequately reduce our expenses, may lead to additional workforce attrition, and may cause operational disruptions. We have recently experienced workforce attrition in various functions across our business. Our efforts to adjust our operations with the reduced workforce may not be successful in preventing disruption to our business.
Our restructurings and associated organizational changes may not adequately reduce our expenses, may lead to additional workforce attrition, and may cause operational disruptions. We have experienced workforce attrition in various functions across our business. Our efforts to operate our operations with a limited workforce may not be successful in preventing disruption to our business.
Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses, or if we have future negative cash flow or losses resulting from the operation of our business, could have a material adverse effect on our business, financial condition, and results of operations.
Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses, or any future negative cash flow or losses resulting from the operation of our business, could have a material adverse effect on our business, financial condition, and results of operations. We may not be able to continue as a going concern.
Any disruptions in federal government operations could have a material adverse effect on our revenues, operational delays, earnings, and cash flows. A prolonged failure to maintain significant U.S. government operations for Momentus, its customers and suppliers, particularly those pertaining to our business, could have a material adverse effect on our revenues, operational delays, earnings, and cash flows.
A prolonged failure to maintain significant U.S. government operations for Momentus, its customers and suppliers, particularly those pertaining to our business, could have a material adverse 27 Table of Contents effect on our revenues, operational delays, earnings, and cash flows.
Since that time, the Vigoride spacecraft has deployed five additional customer satellites, but we have been unable to confirm the deployment of the remaining two customer satellites.
After that time, the Vigoride 3 deployed five additional customer satellites, but we have been unable to confirm the deployment of the remaining two customer satellites.
The success of our in-space infrastructure services business will depend on our ability to successfully and regularly deliver customer satellites to custom orbits. Our initial mission in May 2022 with Vigoride 3 was a hybrid commercial-demonstration mission in which our vehicle would deliver paying customers’ satellites into orbit for the first time.
The success of our business depends on our ability to successfully and regularly deliver customer satellites and payloads to custom orbits. Our initial mission, Vigoride 3, in May 2022 was a hybrid commercial-demonstration mission on which our vehicle was scheduled to deliver paying customers’ satellites into orbit for the first time.
Any such foreign competitor, for example, could benefit from subsidies from, or other protective measures by, its home country.
Any such foreign competitor, for example, could benefit from subsidies from more permissive regulatory requirements in, or other protective measures by, its home country.
On December 27, 2024, the Company’s Class A common stock closed above the minimum bid price for ten consecutive trading days as required to regain compliance with the Minimum Bid Price Requirement.
On December 12, 2024, the Company effected a 1-for-14 reverse stock split, and on December 27, 2024, the Company’s Class A common stock closed above the minimum bid price for ten consecutive trading days as required to regain compliance with the Minimum Bid Price Requirement.
Doing so repeatedly, both on the ground and on orbit, enabled Momentus to mature the MET to Technology Readiness Level 9, the highest level and is expected to contribute to growing customer confidence.
Doing so repeatedly, both on the ground and on orbit, enabled Momentus to mature the MET to Technology Readiness Level 9, the highest level.
We incurred operating losses of $29.7 million and $68.2 million for the years ended December 31, 2024 and 2023, respectively. There is a risk that we may not achieve profitability when expected, or at all, and even if we do, we may not be able to maintain or increase profitability.
We incurred net losses of $30.5 million and $34.9 million for the years ended December 31, 2025 and 2024, respectively. There is a risk that we may not achieve profitability when expected, or at all, and even if we do, we may not be able to maintain or increase profitability.
While we may derive limited revenue from existing contracts with the U.S. government, we may enter into additional contracts with the U.S. government in the future, and this subjects a larger part of our business to statutes and regulations applicable to companies doing business with the government, including the Federal Acquisition Regulation.
We derive revenue from existing contracts with the U.S. government, and we may enter into additional contracts with the U.S. government in the future, which subject our business to statutes and regulations applicable to companies doing business with the government, including the Federal Acquisition Regulation.
On October 17, 2024, the Company received further notice from the Listing Qualifications Department of Nasdaq notifying the Company that it was not in compliance with the requirements of Nasdaq Listing Rule 5550(b) as a result of not having a minimum of $2,500,000 in stockholders’ equity for continued listing as of June 30, 2024, a market value of listed securities of at least $35 million, or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years.
On October 17, 2024, the Company received further notice from the Listing Qualifications Department of Nasdaq notifying the Company that it was not in compliance with the requirements of Nasdaq Listing Rule 5550(b) as a result of not having a minimum of $2.5 million in stockholders’ equity for continued listing as of June 30, 2024, a market value of listed securities of at least $35.0 million, or net income from continuing operations of $0.5 million in the most recently completed fiscal year or in two of the last three most recently completed fiscal years (the “Equity Rule”). 29 Table of Contents As permitted by Nasdaq rules, the Company timely requested a hearing before a Nasdaq Hearing Panel to appeal Nasdaq’s delisting determination.
Depending on the circumstances and market conditions, launch insurance may be extremely expensive, and we cannot assure that we will be able to acquire it on favorable terms, or at all.
Depending on the circumstances and market conditions, launch insurance may be extremely expensive, and we cannot assure you that we will be able to acquire it on favorable terms, or at all. Our business involves significant risks and uncertainties that may not be covered by insurance.
We may experience periodic system interruptions from time to time. Any slowdown or failure of our underlying technology infrastructure could harm our business, reputation and ability to execute on our business plan, which could materially adversely affect our results of 24 Table of Contents operations.
Any slowdown or failure of our underlying technology infrastructure could harm our business, reputation and ability to execute on our business plan, which could materially adversely affect our results of operations.
The GDPR and other similar regulations require companies to give specific types of notice and informed consent is required for certain actions, and the GDPR also imposes additional conditions in order to satisfy such consent, such as bundled consents. 31 Table of Contents A significant data breach or any failure, or perceived failure, by us to comply with any federal, state or foreign privacy or consumer protection-related laws, regulations or other principles or orders to which we may be subject or other legal obligations relating to privacy or consumer protection could adversely affect our reputation, brand and business, and may result in claims, investigations, proceedings or actions against us by governmental entities or others or other penalties or liabilities or require us to change our operations and/or cease using certain data sets.
A significant data breach or any failure, or perceived failure, by us to comply with any federal, state or foreign privacy or consumer protection-related laws, regulations or other principles or orders to which we may be subject or other legal obligations relating to privacy or consumer protection could adversely affect our reputation, brand and business, and may result in claims, investigations, proceedings or actions against us by governmental entities or others or other penalties or liabilities or require us to change our operations and/or cease using certain data sets.
We use software which we have developed in our technology infrastructure, which we seek to continually update and improve. Replacing such systems is often time-consuming and expensive and can also be intrusive to daily business operations. Further, we may not always be successful in executing these upgrades and improvements, which may occasionally result in a failure of our systems.
We use software which we have developed in our technology infrastructure, which we seek to continually update and improve. Replacing such systems is often time-consuming and expensive and can also be intrusive to daily 23 Table of Contents business operations.
The Company submitted a final report on the matter to BIS on July 29, 2022. The inability to secure and maintain necessary export authorizations could negatively impact our ability to compete successfully or to operate our spaceflight business as planned.
The inability to secure and maintain necessary export authorizations could negatively impact our ability to compete successfully or to operate our spaceflight business as planned.
Like the ground test campaigns we conduct, on-orbit tests can be understood as incremental confidence-building measures — meeting key requirements for thrust, specific impulse, firing duration, lifetime and other performance parameters which helped Momentus determine whether the MET is performing in accordance with our expectations.
Like the ground test campaigns we conduct, on-orbit tests are designed to address key requirements for thrust, specific impulse, firing duration, lifetime and other performance parameters which help Momentus determine whether the MET and other system elements are performing in accordance with our expectations.
We have been focused on developing satellite technology and space transportation and infrastructure services since 2017. This limited operating history makes it difficult to evaluate Momentus’ future prospects and the risks and challenges we may encounter.
This market environment may result in increased pressures on our pricing and other competitive factors. 16 Table of Contents Momentus’ limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter. We have been focused on developing satellite technology and space transportation, communication, and infrastructure services since 2017.
In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our stock, publish inaccurate or unfavorable research about our business or our market, or provide more favorable relative recommendations about our competitors, our stock price would likely decline.
In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our stock, publish inaccurate or unfavorable research about our business or our market, or provide more favorable relative recommendations about our competitors, our stock price would likely decline. 33 Table of Contents Our charter documents and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the market price of our Class A common stock.
Our ability to raise capital through the sale of securities may be limited by our inability to utilize a registration statement on Form S-3 to raise capital until October 2025 due to the late filing of our Annual Report on Form 10-K for the year ending December 31, 2023, the late filing of our Quarterly Report on Form 10-Q for the quarter ending March 31, 2024, and the late filing of our Quarterly Report on Form 10-Q for the quarter ending June 30, 2024.
Our ability to raise capital through the sale of securities may be limited by our inability to utilize a Registration Statement on Form S-3 to raise capital until November 2026 due to the late filing of our Quarterly Report on Form 10-Q dated November 20, 2025.
We may not be in complete compliance with all such requirements at all times and, even when we believe we are in complete compliance, a regulatory agency may determine that we are not.
We may not be in complete compliance with all such requirements at all times and, even when we believe we are in complete compliance, a regulatory agency may determine that we are not. Momentus and its customers and suppliers could be materially impacted by disruptions in U.S. government operations and funding.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur Cyber Risk Advisory Committee oversees matters regarding the Company’s Information Technology strategy, priorities, and governance, including cybersecurity threats and risk assessments.
Biggest changeOur Chief Security Officer (“CSO”) is responsible for developing, implementing, and maintaining our cybersecurity risk management policies and procedures. The CSO provides regular cybersecurity updates to the Chairperson of the Board. Our Cyber Risk Advisory Committee oversees matters regarding the Company’s Information Technology strategy, priorities, and governance, including cybersecurity threats and risk assessments. 38 Table of Contents
We describe whether and how risks from cybersecurity threats are reasonably likely to materially affect us, including our results of operations and financial condition, under the heading “ Data breaches or incidents involving our technology could damage our business, reputation and brand and substantially harm our business and results of operations. ” in Item 1A, “ Risk Factors ” of Part I of this report.
We describe whether and how risks from cybersecurity threats are reasonably likely to materially affect us, including our results of operations and financial condition, under the heading “ Data breaches or incidents involving our technology could damage our business, reputation and brand and substantially harm our business and results of operations. ” in Item 1A, “ Risk Factors ” of Part I of this Form 10-K.
Identifying and assessing cybersecurity risk is integrated into our overall risk management systems and processes. Cybersecurity risks related to our business, technical operations, privacy and compliance issues are identified and addressed through a multi-faceted approach including third party assessments, internal IT controls, governance, risk and compliance reviews.
Identifying and assessing cybersecurity risk is integrated into our overall risk management systems and processes. Cybersecurity risks related to our business, technical operations, privacy, use of any third-party service providers, and compliance issues are identified and addressed through a multi-faceted approach including third party assessments, internal IT controls, governance, risk and compliance reviews.
Governance Management is responsible for the day-to-day management of risks we face, while our board of directors, as a whole and through committees, has responsibility for the oversight of risk management. Our Security Committee oversees the management of risks from cybersecurity threats.
Governance Management is responsible for the day-to-day management of risks we face, while our Board of Directors, as a whole and through committees, has responsibility for the oversight of risk management. As required, the full Board reviews our major risk exposures, their potential impact on us, and the steps we take to manage them.
Removed
As required, the full board reviews our major risk exposures, their potential impact on us, and the steps we take to manage them. Our Chief Security Officer (CSO) is responsible for developing, implementing, and maintaining our cybersecurity risk management policies and procedures. The CSO provides regular cybersecurity updates to the Chairman of the Board.

Item 2. Properties

Properties — owned and leased real estate

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ITEM 2. Properties Momentus leases its office space, which consists of a primary facility located in 3901 North First St., San Jose, California 95134. Our facility lease expires in March 2026. We believe our current office space is sufficient to meet our needs until the expiration of this lease.
Added
ITEM 2. Properties Momentus subleases its office space in San Jose, California. Our primary facility is located at 1762 Automation Parkway, San Jose, California 95131. The sublease commenced on December 10, 2025, and runs for approximately 82 months (expiring September 30, 2032). These facilities are utilized by Momentus’ single reporting segment.
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This lease is utilized by Momentus’ single reporting segment. 39 Table of Contents
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We believe our current and committed space is sufficient to meet our needs for the foreseeable future.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeSee Note 12 Commitments and Contingencies in the Notes to Consolidated Financial Statements for disclosures related to legal proceedings, which disclosures are incorporated herein by reference. ITEM 4. Mine Safety Disclosures None. 40 Table of Contents PART II
Biggest changeSee Note 12, Commitments and Contingencies , in the Notes to Consolidated Financial Statements for disclosures related to legal proceedings, which disclosures are incorporated herein by reference.
However, we do not consider any such claims, lawsuits, or proceedings currently pending, individually or in the aggregate, to be material to our business or likely to result in a material adverse effect on our future operating results, financial condition, or cash flows.
However, we do not consider any such claims, lawsuits, or proceedings currently pending, individually or in the aggregate, likely to result in a material adverse effect on our future operating results, financial condition, or cash flows.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe Momentus Inc. 2021 Equity Incentive Plan contains an “evergreen” provision pursuant to which the number of shares of common stock reserved for issuance or transfer pursuant to awards under the plan increases on the first day of each year beginning in 2022 and ending in 2031 equal to the lesser of (A) three percent (3.0%) of the shares of common stock outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by our Board.
Biggest changeThere were no options awarded under plans not approved by security holders. 4 - The Momentus Inc. 2021 Equity Incentive Plan contains an “evergreen” provision pursuant to which the number of shares of Class A common stock reserved for issuance or transfer pursuant to awards under the plan increases on the first day of each year beginning in 2022 and ending in 2031 equal to the lesser of (A) three percent (3.0%) of the shares of Class A common stock outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by our Board. 5 - The Momentus Inc. 2021 Employee Stock Purchase Plan contains an “evergreen” provision pursuant to which the number of shares of Class A common stock reserved for issuance or transfer pursuant to awards under the plan increases on the first day of each year beginning in 2022 and ending in 2031 equal to the lesser of (A) half a percent (0.5%) of the shares of Class A common stock outstanding on the last day of the immediately preceding fiscal year and (B) 128 shares.
Securities Authorized for Issuance under Equity Compensation Plans Plan Category 1 (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights 2 (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights 3 (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders 4,5 6,191 1,140 29,257 Equity compensation plans not approved by security holders 4,5 1,107 N/A 8,229 Total 7,298 1,140 37,486 In February 2022, the Company adopted the 2022 Inducement Equity Plan, which was intended to comply with Rule 5635(c)(4) of the Nasdaq listing rules, which provides an exception to the shareholder approval requirement for the issuance of securities pursuant to equity grants to employees of the Company as an inducement material to such individuals entering into employment with the Company.
Securities Authorized for Issuance under Equity Compensation Plans Plan Category 1 (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights 2 (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights 3 (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders 4,5 36,871 633 19,148 Equity compensation plans not approved by security holders 4,5 8,157 N/A 6,350 Total 45,028 633 25,498 1 - In February 2022, the Company adopted the 2022 Inducement Equity Plan, which was intended to comply with Rule 5635(c)(4) of the Nasdaq listing rules, which provides an exception to the stockholder approval requirement for the issuance of securities pursuant to equity grants to employees of the Company as an inducement material to such individuals entering into employment with the Company.
Dividend Policy We have no current plans to pay cash dividends on our common stock. Issuer Purchases of Equity Securities There were no issuer purchases of equity securities of the Company during the year ended December 31, 2024.
Dividend Policy We have no current plans to pay cash dividends on our Class A common stock. 40 Table of Contents Issuer Purchases of Equity Securities There were no issuer purchases of equity securities of the Company during the year ended December 31, 2025. ITEM 6. [Reserved] Not applicable.
As of March 28, 2025, there were 34 holders of record of our shares of Class A common stock.
As of March 24, 2026, there were 36 holders of record of our shares of Class A common stock.
The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding awards of restricted stock or restricted stock units, which have no exercise price. There were no options awarded under plans not approved by security holders.
In February 2022 the Company adopted the 2022 Inducement Equity Plan, which was intended to comply with Rule 5635(c)(4) of the Nasdaq Listing Rules, which provides an exception to the stockholder approval requirement for the issuance of securities pursuant to equity grants to employees of the Company as an inducement material to such individuals entering into employment with the Company. 2 - These numbers include shares subject to outstanding awards granted, of which 2,424 shares are subject to outstanding options and 42,604 shares are subject to outstanding RSUs. 3 - The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding awards of restricted stock or restricted stock units, which have no exercise price.
Removed
These numbers include shares subject to outstanding awards granted, of which 1,386 shares are subject to outstanding options and 5,924 shares are subject to outstanding RSUs.
Removed
The Momentus Inc. 2021 Employee Stock Purchase Plan contains an “evergreen” provision pursuant to which the number of shares of common stock reserved for issuance or transfer pursuant to awards under the plan increases on the first day of each year beginning in 2022 and ending in 2031 equal to the lesser of (A) half a percent (0.5%) of the shares of common stock outstanding on the last day of the immediately preceding fiscal year and (B) 2,280 shares.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe period-to-period comparisons of financial results are not necessarily indicative of future results. 44 Table of Contents Comparison of Financial Results for the Years Ended December 31, 2024 and 2023 Year Ended December 31, (in thousands) 2024 2023 $ Change % Change Service revenue $ 2,114 $ 3,089 $ (975) (32 %) Cost of revenue 66 855 (789) (92 %) Gross profit 2,048 2,234 (186) (8 %) Operating expenses: Research and development expenses 9,782 34,351 (24,569) (72 %) Selling, general and administrative expenses 21,949 36,055 (14,106) (39 %) Total operating expenses 31,731 70,406 (38,675) (55 %) Loss from operations (29,683) (68,172) 38,489 (56 %) Other income (expense), net: Change in fair value of warrant liability — 561 (561) (100 %) Realized loss on disposal of assets (188) (17) (171) 1006 % Interest income 25 1,225 (1,200) (98 %) Interest expense (395) (2,337) 1,942 (83 %) Loss on debt extinguishment (4,258) — (4,258) (100 %) Other income (expense) (447) (180) (267) 148 % Total other income (expense), net (5,263) (748) (4,515) 604 % Net loss $ (34,946) $ (68,920) 33,974 (49 %) Service revenue Revenue recognized during the year ended December 31, 2024, was primarily driven by engineering services performed for the Space Development Agency agreement, resulting in $1.8 million of revenue recognition.
Biggest changeComparison of Financial Results for the Year Ended December 31, 2025 and 2024 Year Ended December 31, (in thousands) 2025 2024 $ Change % Change Service revenue $ 1,110 $ 2,114 $ (1,004) (47 %) Cost of revenue 2 66 (64) (97 %) Gross profit 1,108 2,048 (940) (46 %) Operating expenses: Research and development expenses 9,190 9,782 (592) (6 %) Selling, general and administrative expenses 19,173 21,949 (2,776) (13 %) Total operating expenses 28,363 31,731 (3,368) (11 %) Loss from operations (27,255) (29,683) 2,428 (8 %) Other income (expense), net: Realized loss on disposal of assets — (188) 188 (100 %) Interest income 57 25 32 128 % Interest expense (677) (395) (282) 71 % Loss on debt extinguishment (2,827) (4,258) 1,431 (34 %) Change in fair value of convertible debt carried at fair value (835) — (835) (100 %) Change in fair value of warrant liability 2,330 — 2,330 100 % Other expense (1,261) (447) (814) 182 % Total other income (expense), net (3,213) (5,263) 2,050 (39 %) Net loss $ (30,468) $ (34,946) 4,478 (13 %) Service revenue Revenue recognized during both the years ended December 31, 2025 and 2024, was primarily the result of engineering services performed under the Defense Advanced Research Project Agency (“DARPA”) Novel Orbital and Moon Manufacturing, Materials, and Mass-efficient Design (“NOM4D”) and DARPA Bringing Classified Innovation to Defense and Government Systems (“BRIDGES”) programs and the Space Development Agency Hybrid Acquisition for Proliferated Low Earth Orbit (“HALO”) program.
The Company estimates variable consideration at the most likely amount, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur.
The Company estimates variable consideration at the most likely amount, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur.
The Company’s satellite and cargo delivery services (transportation services) are considered a single performance obligation, to transport the customers’ payload to a specified orbit in space. We recognize revenue for these services at a point in time, when control is transferred, which is considered to be upon the release of the customers’ payload into its specified orbit.
The Company’s satellite and cargo delivery services (transportation services) are considered a performance obligation, to transport the customers’ payload to a specified orbit in space. We recognize revenue for these services at a point in time, when control is transferred, which is considered to be upon the release of the customers’ payload into its specified orbit.
In periods in which we recognize revenue, we will disclose the amounts of revenue recognized that was included as a contract liability balance at the beginning of the reporting period in accordance with ASC 606-10-50-8(b). Loss Contingencies We are subject to the possibility of various loss contingencies arising in the ordinary course of business, including product-related and other litigation.
In periods in which we recognize revenue, we will disclose the amounts of revenue recognized that was included as a contract liability balance at the beginning of the reporting period in accordance with ASC Sub‑Topic 606-10-50-8(b). Loss Contingencies We are subject to the possibility of various loss contingencies arising in the ordinary course of business, including product-related and other litigation.
We anticipate that the need for small satellite transportation to low-Earth orbit will continue to drive overall demand growth for space transportation services in the short-term as technology advancements continue to make space more accessible to new market entrants, although new applications beyond low-Earth orbit are also 42 Table of Contents emerging.
We anticipate that the need for small satellite transportation to low-Earth orbit will continue to drive overall demand growth for space transportation services in the short-term as technology advancements continue to make space more accessible to new market entrants, although new applications beyond low-Earth orbit are also 41 Table of Contents emerging.
This discussion and analysis should also be read together with our financial information for the year ended and as of December 31, 2024. In addition to historical financial information, this discussion and analysis contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks, uncertainties and assumptions.
This discussion and analysis should also be read together with our financial information for the year ended and as of December 31, 2025. In addition to historical financial information, this discussion and analysis contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks, uncertainties and assumptions.
Each non-refundable deposit is determined to be a contract liability upon cash collection. Prior to making this determination, we ensure that a valid contract is in place that meets the definition of the existence of a contract in accordance with ASC 606-10-25-1 and 2.
Each non-refundable deposit is determined to be a contract liability upon cash collection. Prior to making this determination, we ensure that a valid contract is in place that meets the definition of the existence of a contract in accordance with ASC Sub-Topic 606-10-25-1 and 2.
We account for customer contracts in accordance with ASC Topic 606, Revenue from Contracts with Customers , which includes the following five-step model: • Identification of the contract, or contracts, with a customer. • Identification of the performance obligations in the contract. • Determination of the transaction price. • Allocation of the transaction price to the performance obligations in the contract. • Recognition of revenue when, or as, the Company satisfies a performance obligation.
We account for customer contracts in accordance with ASC Topic 606, which includes the following five‑step model: • Identification of the contract, or contracts, with a customer. • Identification of the performance obligations in the contract. • Determination of the transaction price. • Allocation of the transaction price to the performance obligations in the contract. • Recognition of revenue when, or as, the Company satisfies a performance obligation.
Our transportation service offering focuses on delivering our customers’ satellites to precision orbits of their choosing. To accomplish this, we partner with leading launch service providers, such as SpaceX to “ride share” our customers' satellites from Earth to space on a midsized or large rocket. Customer satellites can also be carried aboard small launch vehicles for dedicated missions.
Our transportation service offering focuses on delivering our customers’ satellites to precision orbits. To accomplish this, we partner with leading launch service providers, such as SpaceX, to “ride share” our customers’ satellites from Earth to space on a midsized or large rocket. Customer satellites can also be carried aboard small launch vehicles for dedicated missions.
Contract Liabilities Customer deposits collected prior to the release of the customer’s payload into its specified orbit are recorded as current and non-current contract liabilities in our consolidated balance sheets as the amounts received represent a prepayment for the satisfaction of a future performance obligation that has not yet commenced. Some customer deposits are non-refundable.
Contract Liabilities Customer deposits collected prior to the release of the customer’s payload into its specified orbit are recorded as current and non-current contract liabilities in our consolidated balance sheets as the amounts received represent a prepayment for the satisfaction of a future performance obligation that has not yet commenced. Some customer 48 Table of Contents deposits are non-refundable.
We recognize stock-based compensation expense using a fair value-based method for costs related to all stock-based payments. We estimate the fair value of stock-based payments on the date of grant using the Black-Scholes-Merton option pricing model.
We recognize stock-based compensation expense using a fair value-based method for costs related to all stock-based payments. We estimate the fair value of stock-based payments on the date of grant using the Black-Scholes-Merton option pricing model (or “BSM”).
The difference between the effective tax rate and the federal statutory rate of 21% primarily relates to certain nondeductible items, state and local income taxes and a full valuation allowance for deferred tax assets. Results of Operations The following tables set forth our results of operations for the periods presented.
The difference between the effective tax rate and the federal statutory rate of 21% primarily relates to certain nondeductible items, state and local income taxes and a full valuation allowance for deferred tax assets. 43 Table of Contents Results of Operations The following tables set forth our results of operations for the periods presented.
The convergence of these trends has resulted in substantial growth in the commercial space market, rooted in higher accessibility for companies entering the new space economy that aim to offer communication, Earth observation and data collection services, and other satellite services.
The convergence of these trends has resulted in substantial growth in the commercial space market, rooted in higher accessibility for companies entering the new space economy that aim to offer communication, sensing, data processing and storage, Earth observation and data collection services, and other satellite services.
Estimating the fair value of equity awards as of the grant date using valuation models, such as the Black‑Scholes‑Merton option pricing model, is affected by assumptions regarding a number of variables as disclosed above, and any changes in the assumptions can materially affect the fair value and ultimately how much stock-based compensation expense is recognized.
Estimating the fair value of equity awards as of the grant date using valuation models, such as the BSM option pricing model, is affected by assumptions regarding a number of variables as disclosed above, and any changes in the assumptions can materially affect the fair value and ultimately how much stock-based compensation expense is recognized.
For its transportation service arrangements, the Company has a single performance obligation of delivering the customers’ payload to its designated orbit and recognizes revenue (along with any other fees that have been paid) at a point in time, upon satisfaction of this performance obligation.
For its transportation service arrangements, the Company has a performance obligation of delivering the customers’ payload to its designated orbit and recognizes revenue (along with any other fees that have been paid) at a point in 47 Table of Contents time, upon satisfaction of this performance obligation.
While the Company’s standard contracts do not contain refund or recourse provisions that enable its customers to recover any non-refundable fees that have been paid, the Company may issue full or partial refunds to customers on a case‑by‑case basis as necessary to preserve and foster future business relationships and customer goodwill. Contracts to provide engineering services to U.S.
While the Company’s standard contracts do not contain refund or recourse provisions that enable its customers to recover any non-refundable fees that have been paid, the Company may issue full or partial refunds to customers on a case‑by‑case basis as necessary to preserve and foster future business relationships and customer goodwill.
During the year ended December 31, 2024, the Company recognized $2.1 million of revenue, primarily from the completion of performance obligations on engineering services performed for U.S. government and engineering project services.
During the year ended December 31, 2025, the Company recognized $1.1 million of revenue primarily from the completion of performance obligations on engineering services performed for U.S. government and engineering project services.
We consider the likelihood of loss or impairment of an asset or the incurrence of 49 Table of Contents a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies.
We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies.
The Company’s in-orbit services consist of a collection of interdependent and integrated services which are not considered distinct from one another and may vary depending on the specific needs of the Customer and mission. Revenue for these in-orbit services is recognized ratably over time on a straight line basis. The Company’s engineering project services to U.S.
The Company’s in-orbit services consist of a collection of interdependent and integrated services which are not considered distinct from one another and may vary depending on the specific needs of the Customer and mission. Revenue for these in-orbit services is recognized ratably over time on a straight line basis.
Beyond transportation, we anticipate that growth of the satellite constellations market may drive demand for our satellites, satellites buses, and technologies like solar arrays, hosted payload, on-orbit satellite refueling, on-orbit inspection, on-orbit satellite maintenance, de-orbiting, debris removal, and other satellite-to-satellite service offerings, if we are successful in executing on our business plan, including fully developing and validating our technology in space.
Beyond transportation, we anticipate that growth of the satellite constellations market may drive demand for our satellites, satellites buses, and technologies like solar arrays, 3D printed propulsion tanks, hosted payload, communication, tracking, and other satellite services, on-orbit satellite refueling, on-orbit inspection, on-orbit satellite maintenance, de-orbiting, debris removal, and other satellite-to-satellite service offerings, if we are successful in executing on our business plan, including fully developing and validating our technology in space.
Government customers. The Company recognizes revenue for these services in accordance with the terms of these contracts.
The Company recognizes revenue for these services in accordance with the terms of these contracts.
Stock-based Compensation We have various stock incentive plans under which incentive and non-qualified stock options and restricted stock awards are granted to employees, directors, and consultants. All stock-based payments to employees, including grants of employee stock options are recognized in the consolidated financial statements based on their respective grant date fair values.
Stock-based Compensation We have various stock incentive plans under which incentive and NSOs and RSAs are granted to employees, directors, and consultants. All stock-based payments to employees, including grants of employee stock options are recognized in the consolidated financial statements based on their respective grant date fair values.
Government organizations generally have specific payment attached to each milestone. When a milestone is achieved, the Company submits services performed for approval. Once approval is received, the Company invoices and collects on the milestone completed.
The Company’s engineering project services to U.S. government organizations generally have specific payment attached to each milestone. When a milestone is achieved, the Company submits services performed for approval. Once approval is received, the Company invoices and collects on the milestone completed.
Headcount related payroll costs, excluding stock-based compensation of $6.5 million, were $9.0 million. Professional fees of $6.7 million included $3.1 million in legal fees discussed in Note 12. Office overheads and other general corporate expenses were $5.8 million, which includes insurance costs of $1.5 million. Research and Development activity expenses, including materials, components, and subcontractor costs were $1.7 million.
Headcount related payroll costs, excluding stock-based compensation of $3.3 million, were $7.1 million. Professional fees of $7.0 million included $2.3 million in legal fees. Office overheads and other general corporate expenses were $5.5 million, which includes insurance costs of $1.0 million. Research and Development activity expenses, including materials, components, and subcontractor costs were $2.1 million.
Government organizations generally have milestone payments subject to the variable consideration constraint. When a milestone is achieved, the Company updates its estimate of the transaction price to include the milestone payment and records a cumulative catch-up in revenue.
Contracts to provide engineering services to U.S. government organizations generally have milestone payments subject to the variable consideration constraint. When a milestone is achieved, the Company updates its estimate of the transaction price to include the milestone payment and records a cumulative catch-up in revenue.
Income Tax Provision We are subject to income taxes in the United States. Our income tax provision consists of an estimate of federal and state income taxes based on enacted federal and state tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws.
Our income tax provision consists of an estimate of federal and state income taxes based on enacted federal and state tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws.
Net cash used in operating activities for the year ended December 31, 2023 was $61.8 million, driven primarily by headcount costs, research and development activities, legal expenses, and professional fees, as well as net cash changes in operating assets and liabilities. Headcount related payroll costs, excluding stock-based compensation of $8.5 million, were $19.6 million.
Net cash used in operating activities for the year ended December 31, 2024, was $16.6 million, driven primarily by headcount costs, research and development activities, legal expenses, and professional fees, as well as net cash changes in operating assets and liabilities. Headcount related payroll costs, excluding stock-based compensation of $6.5 million, were $9.0 million.
Deferred Fulfillment and Prepaid Launch Costs We prepay for certain launch costs to third-party providers that will carry the orbital service vehicle to orbit. Prepaid costs allocated to the delivery of a customer’s payload are classified as deferred fulfillment costs. Prepaid costs allocated to our payload are classified as prepaid launch costs.
Deferred Fulfillment and Prepaid Launch Costs We prepay for certain launch costs to third-party providers that will carry the OSV or satellite to orbit. Prepaid costs allocated to the delivery of a customer’s payload are classified as deferred fulfillment costs. Prepaid costs allocated to our payload are classified as prepaid launch costs.
Satellite constellations have relatively low lifespans and, in our view, will require maintenance, de-orbiting, and other general servicing with higher frequency. Momentus has developed the M-1000 satellite bus that the Company is offering to both commercial and U.S. government customers. The market for satellite buses in this class is substantial and growing.
Satellite constellations have relatively low lifespans and, in our view, will require maintenance, de-orbiting, and other general servicing with higher frequency. Momentus offers the M-1000 satellite bus to both commercial and U.S. government customers. The market for satellite buses in this class is substantial and growing. The M-1000 satellite bus is based on the Vigoride OSV and has substantial commonality.
Research and development expenses Research and development expenses decreased from $34.4 million in the year ended December 31, 2023, to $9.8 million in the year ended December 31, 2024.
Research and development expenses Research and development expenses decreased from $9.8 million in the year ended December 31, 2024, to $9.2 million in the year ended December 31, 2025.
The accompanying consolidated financial statements have been prepared on a going concern basis of accounting. The accompanying consolidated financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern.
The accompanying consolidated financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern.
The M-1000 satellite bus is based on the Vigoride OSV and has substantial commonality. Momentus has launched four missions to date, deployed 17 customer satellites, and provided hosted payload services. Three of these missions involved operation of the Vigoride OSV in orbit. During these three Vigoride missions, the system and technology were tested repeatedly.
Momentus has launched four missions to date, deployed 17 customer satellites, and provided hosted payload services. Three of these missions involved operation of the Vigoride OSV in orbit. During these three Vigoride missions, the system and technology were tested repeatedly. Improvements based on lessons learned during these missions were rapidly incorporated.
As of December 31, 2024 we have signed contracts with customers and have collected approximately $2.2 million in customer deposits, $1.9 million of which are recorded as non-current contract liabilities in our consolidated balance sheets.
As of December 31, 2025, the Company had signed contracts with customers and had collected approximately $4.2 million in customer deposits, $0.1 million of which are recorded as non-current contract liabilities in our consolidated balance sheets.
Loss on Debt Extinguishment The loss on extinguishment of debt recognized for the year ended December 31, 2024, was due to the early payoff of the December Loan and amendment of the convertible promissory notes between the Company and Space Infrastructure Ventures. See Note 8 for additional information.
The loss on extinguishment of debt of $4.3 million recognized for the year ended December 31, 2024, was due to the early payoff of the December 2024 Loan and amendment of the SIV Convertible Notes. See Note 8 for additional information.
Additionally, for its in-orbit service arrangements, the Company provides a multitude of services consistently throughout the mission to its customers and has services available on a ‘stand ready’ basis until the mission reaches its conclusion. The Company recognizes revenue for these in-orbit services ratably over time on a straight-line basis. The Company enters into contracts to perform services for U.S.
Additionally, for its in-orbit service arrangements, the Company provides a multitude of services during the mission to its customers. The Company recognizes revenue for these in-orbit services ratably over time on a straight-line basis. The Company enters into contracts to perform services for U.S. government customers.
Overview Momentus offers or plans to offer satellites, satellite buses, satellite technologies including solar arrays, and transportation and infrastructure services to help enable the commercialization of space for commercial companies and to support the missions of U.S. and friendly governments missions. Satellite operators are our target commercial customers. Momentus is also seeking business in support of U.S.
Overview Momentus offers or plans to offer satellites, satellite buses, satellite technologies and components, including solar arrays, and transportation, communications and infrastructure services for commercial companies and to support the missions of U.S. and friendly governments. Government and commercial satellite operators and space technology companies and organizations are our target commercial customers.
Please refer to Note 2 in the notes to our consolidated financial statements included elsewhere in this Form 10-K for a description of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted, the timing of their adoptions and our assessment, to the extent we have made one, of their potential impact on our consolidated financial condition and results of operations.
Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. 49 Table of Contents Please refer to Note 2 in the notes to our consolidated financial statements included elsewhere in this Form 10-K for a description of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted, the timing of their adoptions and our assessment, to the extent we have made one, of their potential impact on our consolidated financial condition and results of operations.
Interest Income Interest income consists of interest earned by the Company on investment holdings in interest bearing bank accounts. Interest Expense Interest expense includes interest incurred by the Company related to our loan payables as well as the amortization of warrant discount and debt issuance costs.
Interest Expense Interest expense includes interest incurred by the Company related to our loan payables as well as the amortization of warrant discount and debt issuance costs.
Cash Flows Year Ended December 31, (in thousands) 2024 2023 Net cash (used in) provided by: Operating activities $ (16,611) $ (61,826) Investing activities 94 (19) Financing activities 15,597 1,924 Net change in cash, cash equivalents, and restricted cash $ (920) $ (59,921) Operating Activities Net cash used in operating activities for the year ended December 31, 2024 was $16.6 million, driven primarily by headcount costs, research and development activities, legal expenses, and professional fees, as well as net cash changes in operating assets and liabilities.
Cash Flows Year Ended December 31, (in thousands) 2025 2024 Net cash (used in) provided by: Operating activities $ (23,275) $ (16,611) Investing activities (12) 94 Financing activities 34,576 15,597 Net change in cash and cash equivalents $ 11,289 $ (920) Operating Activities Net cash used in operating activities for the year ended December 31, 2025, was $23.3 million, consisting primarily of headcount costs, research and development activities, legal expenses, and professional fees, as well as net cash changes in operating assets and liabilities.
Components of Results of Operations Service Revenue We enter into contracts for ‘last-mile’ satellite and cargo delivery, payload hosting and in-orbit servicing options with customers that are primarily in the aerospace industry.
As a result of these three missions, the Vigoride OSV has been successfully demonstrated in space and accumulated significant flight heritage. Components of Results of Operations Service Revenue We enter into contracts for ‘last-mile’ satellite and cargo delivery, payload hosting and in-orbit servicing options with customers that are primarily in the aerospace industry.
Cost of Revenue Cost of revenue consists primarily of expenses associated with third-party launch costs and direct headcount cost related to the engineering project. The costs associated with orbital service vehicles are deferred to prepaid cost of revenues and amortized to cost of revenues upon release of payload.
Cost of Revenue Cost of revenue consists primarily of expenses associated with third-party launch costs and direct headcount related to the related engineering work. The costs associated with OSVs are deferred to prepaid cost of revenues and amortized to cost of revenues upon release of payload. The current design and technology allow for a single use of the OSV.
Realized loss on disposal of assets The increase in realized loss on disposal of assets for the year ended December 31, 2024, compared to the year ended December 31, 2023, was due to the write-off of patent costs and losses from the auction of machinery and equipment.
Realized loss on disposal of assets The decrease in realized loss on disposal of assets for the year ended December 31, 2024, was due to losses from the auction of machinery and equipment. There was no loss on disposal recognized during the year ended December 31, 2025.
Research and development activity expenses, including materials, components, and subcontractor costs were $9.6 million. Professional fees of $16.1 million included $2.4 million of costs related to the SEC and NSA topics discussed in Note 12 and legal fees of $7.9 million. Office overheads, other general corporate expenses, and cash interest were $8.4 million, which includes insurance costs of $2.7 million.
Professional fees of $6.7 million included $3.1 million in legal fees. Office overheads and other general corporate expenses were $5.8 million, which includes insurance costs of $1.5 million. Research and Development activity expenses, including materials, components, and subcontractor costs were $1.7 million.
To date, the Company has not generated sufficient revenues to provide cash flows that enable the Company to finance its operations internally and the Company’s financial position and operating results raise substantial doubt about the Company’s ability to continue as a going concern.
The Company’s ability to continue as a going concern is dependent on the Company’s ability to successfully raise capital to fund its business operations and execute on its business plan. To date, the Company has not generated sufficient revenues to provide cash flows that enable the Company to finance its operations internally.
We lease office space under a non-cancellable operating lease which expires March 2026. Refer to Note 6. We enter into purchase obligations in the normal course of business. These obligations include purchase orders and agreements to purchase goods or services that are enforceable, legally binding, and have significant terms and minimum purchases stipulated. Refer to Note 12.
These obligations include purchase orders and agreements to purchase goods or services that are enforceable, legally binding, and have significant terms and minimum purchases stipulated. Refer to Note 12. In addition, we enter into agreements in the normal course of business with vendors for research and development services and outsourced services, which are generally cancellable upon written notice.
This is reflected by the Company’s incurred net losses of $34.9 million for the year ended December 31, 2024 and an accumulated deficit of $408.0 million as of December 31, 2024.
This is reflected by the Company’s incurred net losses of $30.5 million for the year ended December 31, 2025, and an accumulated deficit of $438.6 million as of 45 Table of Contents December 31, 2025.
Research and development activities include basic research, applied research, design, development, and related test program 43 Table of Contents activities. Costs incurred for developing our technologies primarily include equipment and labor hours (both internal and subcontractors). The Company also records launch costs related to the testing of its Vigoride vehicles as research and development costs.
Costs incurred for developing our technologies primarily include equipment and labor hours (both internal and subcontractors). The Company also records launch costs related to the testing of its Vigoride vehicles as research and development costs. As of December 31, 2025, we have expensed all research and development costs associated with developing and building our vehicles.
Government missions for Departments and Agencies like NASA and the Department of Defense. Products and services that we plan to provide include provision of satellites, satellite buses, satellite technologies including solar arrays, integration of payload instruments, “last mile” satellite transportation, payload-hosting, on‑orbit satellite refueling, on-orbit inspection, on-orbit satellite maintenance, de-orbiting, debris removal, and other satellite-to-satellite service offerings.
We provide or plan to provide satellites, satellite buses, satellite technologies and components, including solar arrays, 3D printed propulsion tanks, integration of payload instruments, communication, tracking, and other satellite services, “last mile” satellite transportation, payload-hosting, on‑orbit satellite refueling, on-orbit inspection, on-orbit satellite maintenance, de-orbiting, debris removal, and other satellite-to-satellite service offerings.
Additionally, the Company had a change in operating assets and liabilities of $8.4 million during the year ended December 31, 2023. 47 Table of Contents Investing Activities Net cash provided by (used in) investing activities was $0.1 million and $(0.02) million for the year ended December 31, 2024 and 2023, respectively, which consisted of purchases of machinery and equipment and intangible assets and proceeds received on the sale of machinery and equipment.
Investing Activities Net cash used in investing activities was $0.01 million for year ended December 31, 2025, which consisted of purchases of machinery and equipment. Net cash provided by investing activities was $0.1 million for the year ended December 31, 2024, which consisted of proceeds received on the sale of machinery and equipment.
Since Momentus’ founding in 2017, we have been working to develop, test and enhance our vehicles and supporting technologies, particularly our water plasma propulsion technology. Our services are made possible by the space industry’s rapid technological developments over the past two decades, driven predominantly by significant decreases in launch costs, as well as the advent of smaller, lower-cost satellites.
Our services are made possible by the space industry’s rapid technological developments over the past two decades, driven predominantly by significant decreases in launch costs, as well as the advent of smaller, lower-cost satellites.
Financing Activities Net cash provided by financing activities was $15.6 million for the year ended December 31, 2024, primarily due to gross proceeds of approximately $15.7 million received from the January Offering, March Offering, September 2024 Offering, and December Offering, and $5.3 million received from SIV partially offset by principal repayments of $4.7 million under the Term Loan and $1.7 million in issuance costs related to common stock and related warrants.
Net cash provided by financing activities was $15.6 million for the year ended December 31, 2024, primarily due to gross proceeds of approximately (i) $15.7 million received from the December 2024 Offering, September 2024 46 Table of Contents Offering, March 2024 Offering, and January 2024 Offering, (ii) $5.3 million received from the SIV Convertible Notes, and (iii) $2.0 million from the December 2024 Loan.
Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard-setting bodies that are adopted by us as of the specified effective date.
The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount that is initially recognized. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard-setting bodies that are adopted by us as of the specified effective date.
The remaining $0.3 million of revenue recognized was due to customer deposit forfeiture upon contract expiration.
The remaining $0.2 million and $0.3 million of revenue recognized during the years ended December 31, 2025 and 2024, respectively, was due to the forfeiture of customer deposits upon contract expiration.
Interest income Interest income decreased from $1.2 million for year ended December 31, 2023 to $25 thousand for the year ended December 31, 2024 as the Company invested less in money market funds due to liquidity constraints.
Interest income Interest income increased from $0.03 million for year ended December 31, 2024, to $0.1 million for the year ended December 31, 2025, as the Company invested more in money market funds. Interest expense Interest expense increased from $0.4 million for the year ended December 31, 2024, to $0.7 million for the year ended December 31, 2025.
Change in Fair Value of Warrant Liability Changes in the fair value of warrants consists of changes in the estimated fair value of our warrant liability. Realized loss on disposal of assets Realized loss on disposal of assets consists of disposals of machinery and equipment with carrying values in excess of proceeds received, if any.
Realized loss on disposal of assets Realized loss on disposal of assets consists of disposals of machinery and equipment with carrying values in excess of proceeds received, if any. Interest Income Interest income consists of interest earned by the Company on investment holdings in interest bearing bank accounts.
The Company incurred launch costs of $5.9 million net of prepaid deposit impairment of $3.7 million during the year ended December 31, 2023. These cash outflows were partially offset by gross profit of $2.2 million primarily related to the fulfillment of performance obligations for Vigoride 5 and Vigoride 6 customers during the year ended December 31, 2023 .
These cash outflows were partially offset by gross profit of $1.1 million primarily related to the fulfillment of performance obligations during the year ended December 31, 2025. Additionally, the Company had a change in operating assets and liabilities of $2.7 million during the year ended December 31, 2025.
These inputs are subjective and generally require significant analysis and judgment to develop. Income Taxes We account for income taxes in accordance with authoritative guidance, which requires the use of the asset and liability method.
Refer to Notes 8 and 9 to the consolidated financial statements for additional information. Income Taxes We account for income taxes in accordance with authoritative guidance, which requires the use of the asset and liability method.
Off-Balance Sheet Arrangements We do not engage in any off-balance sheet activities or have any arrangements or relationships with unconsolidated entities, such as variable interest, special purpose, and structured finance entities. 48 Table of Contents Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP.
Off-Balance Sheet Arrangements We do not engage in any off-balance sheet activities or have any arrangements or relationships with unconsolidated entities, such as variable interest, special purpose, and structured finance entities.
The current design and technology allow for a single use of the orbital service vehicle. Research and Development Research and development expenditures consist primarily of the cost of the following activities for developing existing and future technologies for our satellites, satellite technologies, and our Orbital Service Vehicles.
Research and Development Research and development expenditures consist primarily of the cost of the following activities for developing existing and future technologies for our satellites, satellite technologies, and our OSV. Research and development 42 Table of Contents activities include basic research, applied research, design, development, and related test program activities.
Additionally, the Company used net cash of $16.6 million to fund its operating activities for the year ended December 31, 2024, and had cash and cash equivalents of $1.6 million as of December 31, 2024.
Additionally, the Company used net cash of $23.3 million to fund its operating activities for the year ended December 31, 2025, and had cash and cash equivalents of $12.8 million as of December 31, 2025. The accompanying consolidated financial statements have been prepared on a going concern basis of accounting.
Loss on Debt Extinguishment Losses on extinguishment of debt is recognized for unamortized debt discounts and issuance costs as well as any fees paid to the lender relation to the extinguishment. Other Income (Expense) Other income (expense) primarily relates to non-recurring fees incurred in conjunction with the Term Loan financing, SEC settlement cost, and other immaterial items.
Gain (Loss) on Debt Extinguishment Gains or losses on extinguishment of debt are recognized for unamortized debt premiums, discounts and issuance costs as well as any fees paid to the lender in relation to the extinguishment.
There was no change in the fair value of the Company’s outstanding warrants for the year ended December 31, 2024. See Note 9 for additional information.
Change in fair value of warrant liability The change in fair value of warrant liability for the year ended December 31, 2025, was due to the change in fair value of the AIR Warrants and the ELOC Pre-funded Warrants. See the Fair Value Measurement discussion in Note 2 for additional information.
Net cash provided by financing activities was $1.9 million for the year ended December 31, 2023, primarily due to gross proceeds received from the February Offering, September 2023 Offering, and October Offering as well as the exercise of warrants, partially offset by principal repayments under the Term Loan.
Financing Activities Net cash provided by financing activities was $34.6 million for the year ended December 31, 2025, primarily due to gross proceeds of approximately (i) $22.6 million received from the July 2025 Offering and February 2025 Offering, (ii) $15.6 million received from the December 2025 Warrant Inducement, October 2025 Warrant Inducement, August 2025 Warrant Inducement, and March 2025 Warrant Inducement, and (iii) $2.3 million received from the September 2025 Private Placement, the May 2025 Loan, and related issuances of warrants.
The decrease is primarily due to (i) a $3.2 million decrease in payroll related expenses, inclusive of $0.6 million of stock based compensation, primarily due to prior year one-time bonuses and executive departures temporarily replaced by consultants, (ii) a $4.8 million decrease in legal services expenses followed by (iii) a $1.1 million decrease in NSA compliance spending and (iv) a $1.4 million decrease in SEC compliance spending as the Company’s activity related to the NSA and SEC topics discussed in Note 12 shifted from legal proceedings to compliance.
The decrease is primarily due to (i) a $4.1 million decrease in 44 Table of Contents payroll related expenses, inclusive of a decrease of $3.1 million in non-cash stock-based compensation, (ii) a decrease in legal expenses of $0.8 million, and (iii) a $0.9 million decrease in other miscellaneous fees, such as insurance and subscriptions.
The decrease in interest related to the maturity of the Term Loan was partially offset by cash and amortization interest of $0.2 million recognized during the year ended December 31, 2024, related to the July Convertible Note and the October Convertible Note. See Note 8 for additional information.
Other income (expense) Other expense increased to $1.3 million during the year ended December 31, 2025, primarily due to the $1.4 million loss recognized on issuance of warrant liabilities related to the September 2025 Private Placement (see Note 8 for additional information) partially offset by a $0.2 million change in fair value of derivatives.
In connection with the preparation of the consolidated financial statements for the year ended December 31, 2024, management conducted an evaluation and concluded that there were conditions and events, considered in the 46 Table of Contents aggregate, which raised substantial doubt as to the Company’s ability to continue as a going concern within twelve months after the date of the issuance of such financial statements.
Liquidity and Capital Resources Going Concern In connection with the preparation of the consolidated financial statements for the year ended December 31, 2025, management concluded that, in the event the Company is unable to raise additional financing, the following plans alleviate the substantial doubt about the Company’s ability to continue as a going concern within twelve months after the date of the issuance of such financial statements: (i) collection of amounts as they come due under customer contracts, (ii) monetization of unutilized capacity under the MSA agreement with Velo3D; (iii) reduction of employee headcount and compensation expenses; and (iv) reduction of outside vendor expenses.
Some of these risks and uncertainties are described in more detail under Part I, Item 1A: “ Risk Factors ,” in this Form 10-K under the heading “ Risk Factors — We may not currently or in the future be able to continue as a going concern. ” Commitments and Contingencies We are a party to operating leases primarily for facilities (e.g., office buildings, warehouses and spaceport) under non-cancellable operating leases.
Commitments and Contingencies We are a party to leases primarily for facilities (e.g., office buildings, warehouses, and spaceport) under non‑cancellable operating leases. Refer to Note 6. We enter into purchase obligations in the normal course of business.
Removed
Improvements based on lessons learned during these missions were rapidly incorporated. As a result of these three missions, the Vigoride OSV has been successfully demonstrated in space and accumulated significant flight heritage.
Added
Momentus is also seeking business in support of U.S. government missions for departments and agencies like NASA and the U.S Department of Defense.
Removed
As of December 31, 2024, we have expensed all research and development costs associated with developing and building our vehicles.
Added
Change in Fair Value of Convertible Debt Carried at Fair Value Changes in the fair value of convertible debt measured at fair value on a recurring basis. Change in Fair Value of Warrant Liability Changes in the fair value of warrant liabilities measured at fair value on a recurring basis.
Removed
The revenue recognized during the year ended December 31, 2023, was primarily driven by fulfillment of performance obligations for Vigoride 5 and Vigoride 6 customers, resulting in $1.7 million of revenue recognition, as well as $0.3 million of engineering services for the Space Development Agency.
Added
Other Income (Expense) Other income (expense) primarily relates to non-recurring fees incurred in conjunction with impairment or write-off charges, the Term Loan financing, SEC settlement cost, and other immaterial items. Income Tax Provision We are subject to income taxes in the United States.
Removed
The remaining $1.1 million of revenue recognized was a combination of customer deposit forfeiture upon contract expiration, engineering services, and the launch of one customer payload through another supplier on the SpaceX Transporter 8 mission.
Added
The period-to-period comparisons of financial results are not necessarily indicative of future results.
Removed
Cost of revenue The costs associated with performing engineering service were expensed in research and development operating expenses during the year ended December 31, 2024, except for the cost associated with the on-going DARPA Agreement of $0.1 million were classed to cost of revenue.
Added
Of $1.1 million and $2.1 million of revenue recognized during the years ended December 31, 2025 and 2024, respectively, $0.9 million and $1.8 million, respectively, were recognized for engineering services performed.
Removed
The cost of revenue during the year ended December 31, 2023 was due to the launch cost allocated to customer payloads on the Vigoride 5 and Vigoride 6 missions. The Company allocated the cost of the launch proportionally based on payload weight.
Added
Cost of revenue Cost of revenue for the years ended December 31, 2025 and 2024, consisted primarily of personnel costs for engineering services under our agreement with the Space Development Agency, including salaries, benefits, and other direct labor-related expenses.
Removed
The decrease was primarily due to (i) a $9.4 million reduction in payroll costs due to decreased headcount and related decreases in signing bonuses, (ii) a $5.6 million reduction on subcontractor cost, (iii) decreases in launch costs of $5.9 million associated with impairment of our Space X and ABL deposits, and amortization of the Vigoride 5 and Vigoride 6 missions, (iv) a $0.6 million reduction in allocated information technology and facilities expenses, (v) a $0.7 million decrease in other overhead costs, and $2.3 million in other reductions in research and development expenses. 45 Table of Contents Selling, general and administrative expenses Selling, general and administrative expenses decreased from $36.1 million in the year ended December 31, 2023 to $21.9 million in the year ended December 31, 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeHowever, due to the short-term maturities and the low-risk profile of our investments, an immediate 10% change in interest rates would not have a material effect on the fair value of our cash and cash equivalents. Foreign Currency Risk There were no material foreign currency transactions for the years ended December 31, 2024 and 2023.
Biggest changeHowever, due to the short-term maturities and the low-risk profile of our investments, an immediate 10% change in interest rates would not have a material effect on the fair value of our cash and cash equivalents. Foreign Currency Risk There were no material foreign currency transactions for the years ended December 31, 2025 and 2024. 50 Table of Contents
Interest Rate Risk The market risk inherent in our financial instruments and our financial position represents the potential loss arising from adverse changes in interest rates. As of December 31, 2024, we had cash and cash equivalents of $1.6 million, which were primarily invested in highly liquid investments purchased with a remaining maturity of three months or less.
Interest Rate Risk The market risk inherent in our financial instruments and our financial position represents the potential loss arising from adverse changes in interest rates. As of December 31, 2025, we had cash and cash equivalents of $12.8 million, which were primarily invested in highly liquid investments purchased with a remaining maturity of three months or less.
Removed
Currently, a significant portion of our cash receipts and expenses are generated in U.S. dollars. 51

Other MNTS 10-K year-over-year comparisons