10-Q: Momentus Faces Going Concern Doubt Amidst Revenue Decline
Quarterly Report
Momentus Inc. reported a significant net loss and declining revenue for the nine months ended September 30, 2025, raising substantial doubt about its ability to continue as a going concern without further capital.
Summary
- Net loss increased to $23.7 million for the nine months ended September 30, 2025, from $23.1 million in the prior year.
- Service revenue decreased by 59% to $0.7 million for the nine months ended September 30, 2025, compared to $1.8 million in the same period last year.
- Gross profit declined by 58% to $0.7 million for the nine months ended September 30, 2025.
- Operating expenses decreased by 22% to $19.1 million, primarily due to reductions in payroll and legal expenses.
- Cash and cash equivalents stood at $0.7 million as of September 30, 2025, down from $1.6 million at December 31, 2024.
- The company used $12.7 million in net cash for operating activities during the nine months ended September 30, 2025.
- Substantial doubt exists about the company's ability to continue as a going concern, requiring significant additional capital.
- Successfully launched four missions, deployed 17 customer satellites, and demonstrated the Vigoride Orbital Service Vehicle (OSV) in space.
- Lon Ensler was appointed Chief Financial Officer, effective August 1, 2025.
- Settled several legal proceedings, including securities class actions and shareholder derivative litigation, with some costs covered by insurance.
Sentiment
Score: 2
Explanation: The company faces severe financial distress, explicitly stating 'substantial doubt about the Company's ability to continue as a going concern.' This is underpinned by increasing net losses, a drastic 59% decline in service revenue, a shrinking cash balance, and an increasing cash burn from operations. While the company is actively raising capital, this is primarily to sustain operations rather than fund profitable growth, and it comes with significant dilution. The material weakness in internal controls further adds to the risk profile. Despite some operational successes, the fundamental financial instability makes the stock a high-risk investment with a strong likelihood of further value erosion.
Positives
- Successful demonstration of Vigoride OSV in space with significant flight heritage, having launched four missions and deployed 17 customer satellites.
- Introduction of the M-1000 satellite bus, based on Vigoride, to meet growing demand for satellite bus services.
- Operating expenses decreased by 22% to $19.1 million for the nine months ended September 30, 2025, compared to $24.6 million in the prior year, driven by reductions in payroll and legal expenses.
- Shareholder derivative litigation settlement approved, including corporate governance reforms, with associated legal fees and settlement costs fully covered by insurance.
- Stockholders deficit significantly reduced to $(694) thousand as of September 30, 2025, from $(7,810) thousand at December 31, 2024, primarily due to financing activities.
Negatives
- Net loss increased to $23.7 million for the nine months ended September 30, 2025, from $23.1 million in the prior year.
- Service revenue decreased by 59% to $0.7 million for the nine months ended September 30, 2025, compared to $1.8 million in the same period last year.
- Gross profit declined by 58% to $0.7 million for the nine months ended September 30, 2025.
- Cash and cash equivalents decreased to $0.7 million as of September 30, 2025, from $1.6 million at December 31, 2024.
- Net cash used in operating activities increased to $12.7 million for the nine months ended September 30, 2025, from $10.9 million in the prior year, indicating higher cash burn.
- Substantial doubt exists about the company's ability to continue as a going concern due to insufficient revenues and cash to fund operations.
- Identified a material weakness in internal control over financial reporting related to misclassification errors in accounting for certain matters.
- Significant losses on debt extinguishment totaling $2.8 million for the nine months ended September 30, 2025.
- Other expense increased to $1.6 million during the nine months ended September 30, 2025, primarily due to losses recognized on issuance of warrant liabilities related to the September 2025 Private Placement.
Risks
- The ability to raise additional capital to finance operations and the business plan.
- Risks associated with the evaluation of strategic alternatives and any resulting transactions.
- The ability to obtain licenses and government approvals for missions, which are essential to operations.
- Successful completion of efforts to prepare spacecraft for flight, timely readiness of vehicles, or their intended operation.
- The ability to effectively market and sell satellite buses.
- The ability to protect intellectual property and trade secrets.
- The development of markets for satellite transport and in-orbit services.
- The ability to develop, test, and validate technology, including its water plasma propulsion technology.
- Delays or impediments in the development, manufacture, and deployment of next-generation satellite transport systems.
- The ability to convert backlog or inbound inquiries into revenue.
- Changes in applicable laws or regulations and extensive and evolving government regulations that impact operations and business, including export control license requirements.
- The ability to attract or maintain a qualified workforce with the required security clearances and requisite skills.
- Level of product service or product or launch failures or delays that could lead customers to use competitors' services.
- Investigations, claims, disputes, enforcement actions, litigation, and/or other regulatory or legal proceedings.
- The possibility that the company may be adversely affected by other economic, business, and/or competitive factors.
- The company may not currently or in the future be able to continue as a going concern.
Future Outlook
The company anticipates potential considerable growth in the space transportation segment and believes new space-based businesses could emerge, substantially increasing demand for space transportation and other space infrastructure services over the next decade. However, the ability to execute on its business plan and achieve profitability is dependent on raising substantial additional capital, which may not be available on favorable terms or at all.
Management Comments
- "Momentus is making new ways of operating in space possible with its in-space transfer and service vehicles, powered by an innovative, space-proven water plasma-based propulsion system."
- "Momentus believes it can manufacture satellite buses like the M-1000 at a rapid and scalable pace."
- "We anticipate potential considerable growth over the coming years in the space transportation segment as companies continue to seek versatile and low-cost ways to deliver single satellites to specific orbits or deploy their satellite constellations."
- "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 emerging."
- "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."
- "We anticipate that growth of the satellite constellations market may drive demand for our satellites, satellites buses, and technologies like solar arrays, 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."
- "Our management, including our CEO and CFO, has concluded that, notwithstanding the identified material weakness in our internal control over financial reporting, the condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with GAAP."
Industry Context
The company operates in the commercial space industry, which is experiencing rapid technological developments, driven by decreasing launch costs and the advent of smaller, lower-cost satellites. This has resulted in substantial growth in the commercial space market, with anticipated considerable growth in space transportation and emerging demand for in-orbit services for satellite constellations and new space-based businesses like space manufacturing or data processing.
Comparison to Industry Standards
- NA
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Financial Officer | Interim Chief Financial Officer | Lon Ensler | August 1, 2025 | Formal appointment after serving as Interim CFO since April 2, 2024. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Corporate Governance Reforms | The company is required to adopt certain corporate governance reforms for a minimum period of four years as part of a shareholder derivative litigation settlement. | January 10, 2025 | Aims to improve internal oversight and accountability, potentially enhancing investor confidence and reducing future litigation risk. |
Legal Proceedings
- Securities Class Actions: Settled for $8.5 million, with at least $4.0 million funded by insurance proceeds, and finally approved by the court on April 23, 2024.
- Shareholder Derivative Litigation: A proposed settlement was approved on January 10, 2025, requiring corporate governance reforms and payment of lead plaintiffs' attorneys' fees and service awards, fully covered under the company's insurance policy.
- SAFE Note Litigation: The Larian Living Trust is seeking damages in excess of $7.6 million; the company's motion for partial summary judgment was denied; a court order on April 30, 2025, indicated the matter would be dismissed for want of prosecution if no proceedings are undertaken within 30 days.
- Founder Litigation (Mikhail Kokorich): His indemnification claim was dismissed by the Delaware Court of Chancery on May 15, 2023, and affirmed by the Delaware Supreme Court on November 30, 2023.
- Founder Litigation (Lev Khasis): His indemnification and advancement litigation was voluntarily dismissed without prejudice on November 26, 2024, but Mr. Khasis may decide to restart it.
- Delaware Class Actions: Consolidated class actions (Shirley, Lora, Burk) allege material misrepresentations regarding the Business Combination; the company is not a defendant but may be liable for indemnification and advancement of fees for current and former directors and officers.
- Indemnification Claims: Former employees obtained a legal judgment in the amount of $0.5 million for the advancement and reimbursement of certain legal expenses, which the company paid in September 2024.
Related Party Transactions
- On June 21, 2024, the company issued six promissory notes for an aggregate amount of $0.5 million to participating directors and an officer of the company, which were repaid in full on September 12, 2024.
Stakeholder Impact
- Shareholders: Face significant dilution risk from ongoing equity and warrant issuances, and potential loss of investment due to the 'going concern' doubt and continued operational losses.
- Employees: Potential for workforce adjustments ('right sizing') if additional capital is not raised, impacting job security and morale.
- Customers: Potential for service disruptions or inability to fulfill contracts if operations are scaled back or halted due to insufficient funding.
- Creditors: Increased risk due to the 'going concern' doubt, the company's reliance on debt financing, and the junior secured nature of some recent debt.
Next Steps
- Raise substantial additional capital to fund operations and the business plan.
- Continue to refine and operate corporate infrastructure, people, processes, and systems.
- Pursue sales and marketing activities for products and services.
- Pursue further research and development related to satellites and satellite technology.
- Seek regulatory approvals for the operation of satellites and vehicles.
- Actively manage the workforce, including right-sizing personnel.
- Maintain, expand, and protect the intellectual property portfolio.
- Comply with public company reporting requirements.
- Defend against ongoing litigation.
- Implement remediation steps to address the identified material weakness in internal control over financial reporting.
- Utilize the ATM Sales Agreement to sell the remaining $3.6 million in Class A common stock.
- Seek stockholder approval for the October 2025 Warrants.
Key Dates
| Date | Description |
|---|---|
| August 12, 2021 | Company consummated a merger with Stable Road Acquisition Corp. (SRAC). |
| June 20, 2022 | Shareholder derivative action filed by Brian Lindsey, later voluntarily dismissed without prejudice. |
| July 20, 2022 | The Larian Living Trust (TLLT) filed an action against the Company (SAFE Note Litigation). |
| August 16, 2022 | Mikhail Kokorich filed a verified complaint against the Company seeking indemnification and advancement. |
| November 10, 2022 | Shirley, et al. v. Kabot et al. class action complaint filed in Delaware Court of Chancery. |
| November 14, 2022 | Mikhail Kokorich filed an amended complaint in his indemnification claim. |
| January 25, 2023 | Shareholder derivative action filed by Melissa Hanna (Derivative Action II). |
| February 10, 2023 | Agreement in principle reached to settle the Securities Class Actions. |
| March 16, 2023 | Lora v. Kabot, et al. class action complaint filed in Delaware Court of Chancery. |
| March 17, 2023 | Burk v. Kabot, et al. class action complaint filed in Delaware Court of Chancery. |
| March 24, 2023 | Mr. Khasis filed a verified complaint against the Company seeking indemnification and advancement of expenses. |
| April 25, 2023 | Shareholder derivative action filed by Justin Rivlin. |
| May 15, 2023 | Delaware Court of Chancery granted the Company's motion to dismiss the Kokorich indemnification claim action. |
| June 13, 2023 | Mr. Kokorich filed a notice of appeal regarding his indemnification claim. |
| June 30, 2023 | Shareholder derivative action refiled by Brian Lindsey in the Court of Chancery for the State of Delaware. |
| November 30, 2023 | The Delaware Supreme Court affirmed the judgment dismissing Mr. Kokorich's indemnification claim. |
| January 12, 2024 | Company entered into a Securities Purchase Agreement for the January 2024 Offering. |
| March 4, 2024 | Company entered into a Securities Purchase Agreement for the March 2024 Offering. |
| April 23, 2024 | The Court entered an order and judgment finally approving the settlement of the Securities Class Actions. |
| July 12, 2024 | Company and Space Infrastructure Ventures (SIV) entered into a secured convertible promissory note (July 2024 Convertible Note). |
| July 31, 2024 | Certain former employees obtained a legal judgment of $0.5 million for advancement and reimbursement of legal expenses. |
| August 26, 2024 | An unopposed motion for the preliminary approval of settlement was filed for certain shareholder derivative litigation. |
| September 12, 2024 | Six promissory notes for an aggregate of $0.5 million issued to participating directors and an officer were repaid in full. |
| September 15, 2024 | Company entered into a Securities Purchase Agreement for the September 2024 Offering. |
| September 16, 2024 | The U.S. District Court for the Northern District of California issued an order preliminarily approving the settlement of the Derivative Matters. |
| October 24, 2024 | Company and SIV entered into a secured convertible promissory note (October 2024 Convertible Note). |
| November 2024 | Company amended the SIV Convertible Notes (November 2024 Amendment). |
| November 25, 2024 | The U.S. District Court for the District of Columbia entered a final consent judgment in the SEC's civil action against Mr. Kokorich. |
| November 26, 2024 | The Court granted plaintiff's motion to voluntarily dismiss Mr. Khasis's indemnification litigation without prejudice. |
| December 12, 2024 | The Company's stockholders approved a 1-for-14 reverse stock split of the Class A common stock. |
| December 13, 2024 | Company and J.J. Astor & Co. entered into a loan agreement (December 2024 Loan). |
| December 17, 2024 | Company entered into a Securities Purchase Agreement for the December 2024 Offering. |
| December 18, 2024 | The December 2024 Offering closed; the Company prepaid and extinguished the December 2024 Loan. |
| January 10, 2025 | The U.S. District Court for the Northern District of California approved the settlement agreement for the Derivative Matters. |
| February 7, 2025 | Company converted $0.2 million of principal and $0.1 million of accrued interest of the October 2024 Convertible Note into 40,000 shares of Class A common stock. |
| February 11, 2025 | Company consummated a best efforts public offering (February 2025 Offering). |
| February 26, 2025 | The landlord executed its option to terminate the office lease early on March 31, 2026. |
| March 3, 2025 | The Board of Directors approved a reduction in the conversion price for the July 2024 Convertible Note; Company converted $0.3 million of principal and $0.03 million of accrued interest into 150,000 shares of Class A common stock. |
| March 20, 2025 | Company entered into a warrant inducement agreement for the March 2025 Induced Warrants. |
| April 12, 2025 | Company entered into a master services agreement (MSA) with Velo3D, Inc. (VLD). |
| April 30, 2025 | The Court entered an order stating that the SAFE Note Litigation would be dismissed for want of prosecution if no proceedings are undertaken within 30 days. |
| May 16, 2025 | Company offered SIV the opportunity to convert outstanding amounts under the SIV Convertible Notes at a reduced conversion price. |
| May 20, 2025 | SIV converted $0.2 million of principal of the July 2024 Convertible Note into 112,576 shares of Class A common stock. |
| May 30, 2025 | Company and J.J. Astor & Co. entered into a loan agreement (May 2025 Loan). |
| June 17, 2025 | Company and J.J. Astor & Co. entered into an amendment to the May 2025 Loan; Company and AGP executed a letter agreement modifying the May 2025 Convertible Note. |
| July 1, 2025 | Company prepaid $1.0 million to extinguish the May 2025 Loan; Company consummated a best efforts public offering (July 2025 Offering). |
| August 1, 2025 | Lon Ensler's appointment as the Company's Chief Financial Officer became effective. |
| August 6, 2025 | Company announced the appointment of Lon Ensler as Chief Financial Officer. |
| August 13, 2025 | Company entered into a warrant inducement agreement for the August 2025 Induced Warrants. |
| August 14, 2025 | Company irrevocably waived its right under the MSA to cancel shares of capital stock held by VLD (VLD Amendment). |
| September 8, 2025 | Company amended the SIV Convertible Notes (September 2025 Amendment). |
| September 19, 2025 | Company entered into an At-the-Market Equity Offering Sales Agreement with AGP. |
| September 25, 2025 | Company entered into a Securities Purchase Agreement for the September 2025 Private Placement and an Equity Purchase Agreement (ELOC). |
| September 30, 2025 | Company entered into a General Release and Settlement Agreement with Baker & McKenzie LLP. |
| October 10, 2025 | Company filed a prospectus supplement increasing the ATM Sales Agreement amount to $9.2 million. |
| October 14, 2025 | Company entered into a warrant inducement agreement for the October 2025 Warrants. |
| October 17, 2025 | VLD converted 126,000 shares of the Company's Series A preferred stock into 1,260,000 shares of Class A common stock. |
| October 20, 2025 | Company filed a prospectus supplement further increasing the ATM Sales Agreement amount to $13.0 million. |
| October/November 2025 | Company issued 5,554,009 shares of Class A common stock under the ATM Sales Agreement for gross proceeds of $9.4 million. |
| November 2025 | Company converted principal and accrued interest of a portion of the SIV Convertible Notes into 67,457 shares of Class A common stock. |
| November 19, 2025 | Filing date of the Quarterly Report on Form 10-Q. |
Recommendation
strong sellThe company faces severe financial distress, explicitly stating 'substantial doubt about the Company's ability to continue as a going concern.' This is underpinned by increasing net losses, a drastic 59% decline in service revenue, a shrinking cash balance, and an increasing cash burn from operations. While the company is actively raising capital, this is primarily to sustain operations rather than fund profitable growth, and it comes with significant dilution. The material weakness in internal controls further adds to the risk profile. Despite some operational successes, the fundamental financial instability makes the stock a high-risk investment with a strong likelihood of further value erosion.
Keywords
Momentus Inc., space infrastructure, satellite transport, in-orbit services, Vigoride OSV, M-1000 satellite bus, water plasma propulsion, SEC filing, 10-Q, financial results, going concern, capital raise, space economy, aerospace, satellite technology, corporate governance, litigation
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