S-1: Momentus Faces Going Concern, Registers Shares for Resale

Momentus Inc. files S-1 to register 1.2 million shares for resale by existing stockholders amidst significant financial challenges and ongoing Nasdaq compliance concerns.

Summary

• Momentus Inc. has filed an S-1 registration statement for the resale of up to 1,214,835 shares of Class A common stock by existing Selling Stockholders.
• The shares registered for resale include 792,812 Conversion Shares from a secured convertible promissory note, 13,446 Amendment Warrant Shares, and 408,577 December Inducement Warrant Shares.
• The company will not receive any proceeds from the sale of these shares by the Selling Stockholders.
• Momentus is a U.S. commercial space company providing satellites, satellite buses, components, and in-orbit services like transportation, hosted payloads, refueling, and debris removal, primarily with its Vigoride Orbital Service Vehicles (OSVs).
• The company reported a net loss of $34.9 million for the year ended December 31, 2024, and $23.7 million for the nine months ended September 30, 2025.
• An accumulated deficit of $408.0 million was reported as of December 31, 2024, increasing to $431.7 million as of September 30, 2025.
• Cash and cash equivalents stood at $1.6 million as of December 31, 2024, with $16.6 million used in operating activities for the year.
• Management has concluded that there is substantial doubt about the company's ability to continue as a going concern for at least one year from the financial statement issuance date.
• Momentus has faced ongoing issues with Nasdaq listing requirements, including minimum bid price and stockholders' equity, leading to a delisting determination in September 2024.
• A 1-for-17.85 reverse stock split was effected on December 17, 2025, to regain compliance with the Nasdaq Minimum Bid Price Requirement.
• The company regained compliance with the Equity Rule on June 24, 2025, but reported a stockholders' deficit of approximately $9.97 million as of June 30, 2025, and $694,000 as of September 30, 2025, potentially subjecting it to future delisting.
• Momentus has engaged in multiple financing activities, including convertible notes, warrant inducements, public offerings, and an equity line of credit, to raise capital and settle debts.
• Notable transactions include a $4 million public offering in July 2025, a $1.5 million private placement with Yield Point NY, LLC in September 2025, and an equity purchase agreement with Yield Point for up to $50 million.
• The company entered into a Master Services Agreement with Velo3D, Inc. in April 2025 for additive manufacturing services, issuing common and preferred stock as consideration.

Sentiment

Score: 2

Explanation: The company is in severe financial distress, evidenced by a 'going concern' warning, substantial accumulated deficits, and repeated Nasdaq delisting threats. While it has secured various financing arrangements, these are largely dilutive and indicative of a desperate need for capital rather than strong financial health. Operational delays and the inability to use Form S-3 for future capital raises further compound the negative outlook.

Positives

• Momentus has successfully regained compliance with Nasdaq's Minimum Bid Price Requirement through a reverse stock split.
• The company has secured multiple financing agreements, including a $50 million equity purchase agreement with Yield Point NY, LLC, providing potential access to significant capital.
• Strategic partnerships, such as the Master Services Agreement with Velo3D, Inc., aim to enhance manufacturing capabilities and potentially generate revenue from unutilized capacity.
• Momentus continues to develop advanced space technologies, including its Vigoride OSV and Tape Spring Solar Array (TASSA), which offer competitive advantages in the commercial space market.

Negatives

• Management has identified substantial doubt about the company's ability to continue as a going concern due to insufficient revenues and significant net losses.
• The company reported a net loss of $34.9 million for the year ended December 31, 2024, and an accumulated deficit of $431.7 million as of September 30, 2025.
• Momentus had only $1.6 million in cash and cash equivalents as of December 31, 2024, and used $16.6 million in net cash for operating activities in 2024.
• Despite regaining compliance, the company's stockholders' equity remains negative (deficit of $694,000 as of September 30, 2025), posing an ongoing risk of Nasdaq delisting if it fails to meet the $2.5 million requirement.
• The company's stock price has been highly volatile, ranging from $7.35 to $183.8629 per share during the 12 months ended December 18, 2025, indicating significant market uncertainty.
• The issuance of a substantial number of convertible securities and warrants, along with future equity raises, will cause significant dilution to existing shareholders.
• The company is restricted from utilizing a new registration statement on Form S-3 to raise capital until November 2026 due to a late filing, limiting financing options.

Risks

• The company may not be able to continue as a going concern, which could materially adversely affect its share price, ability to service debt, raise new capital, or enter into commercial transactions.
• Failure to comply with Nasdaq's continued listing requirements could lead to delisting, resulting in a limited public market for shares and making future financing more difficult.
• A determination that the common stock is a 'penny stock' due to delisting would impose more stringent rules on brokers, further limiting liquidity and potentially reducing trading activity.
• The substantial number of outstanding convertible securities (warrants, convertible notes, preferred stock) will likely have a dilutive effect on common stock, negatively impacting its price.
• Additional capital may not be available in the amount or at the time needed, or on reasonable terms, potentially forcing the company to scale back or halt operations.
• The company's ability to raise capital through the sale of securities is limited by its inability to utilize a new registration statement on Form S-3 until November 2026 due to a late filing.
• The market price of the common stock has been, and may continue to be, volatile, which could reduce its market price regardless of operating performance.
• Future sales and issuances of common stock by existing stockholders or for capital raises could depress the market price and dilute existing shareholders.
• New equity or debt financing could come with rights senior to common stockholders, impairing the value of common stock.

Future Outlook

The company's future operations and financial position are highly dependent on its ability to raise substantial additional capital and successfully execute its business plan. It aims to develop and deploy progressively larger Orbital Service Vehicles (OSVs) and make them reusable to lower service costs. The company also plans to expand its satellite and component offerings for government and commercial customers, leveraging technological milestones like the Vigoride OSV Block 2.2 configuration, MET propulsion, and TASSA in space.

Management Comments

• Management believes current cash and cash equivalents are not sufficient to fund commercial scale production and sale of services and products.
• Management continues to seek and evaluate opportunities to access additional capital through all available means to alleviate going concern conditions.

Industry Context

Momentus operates in the rapidly evolving commercial space industry, focusing on in-space infrastructure and transportation services. The market for satellite transport and in-orbit services is developing, with a growing need for capabilities in defense, government, and commercial sectors, including communications, remote sensing, and space domain awareness. The company's strategy to use water plasma propulsion and develop reusable OSVs aligns with industry trends towards more sustainable and cost-effective space operations. However, the industry is highly competitive and subject to extensive government regulations and licensing requirements.

Comparison to Industry Standards

• The filing does not provide specific comparisons to comparable companies, projects, or results within the commercial space industry. It highlights Momentus's own competitive advantages such as greater payload capability, significant on-orbit power, design flexibility, low cost, and speed of delivery for its satellites and technologies, but without quantitative benchmarks against competitors.

Corporate Governance

Related Party Transactions

• Space Infrastructure Ventures, LLC (SIV) is a significant related party, involved in multiple secured convertible promissory notes and warrant issuances, with specific consent rights over certain company actions (e.g., capital expenditures over $100,000).
• A.G.P./Alliance Global Partners acted as placement agent for public offerings and received convertible promissory notes and warrants as compensation.
• J.J. Astor & Co. provided loan agreements and received warrants in connection with financing.

Stakeholder Impact

• Shareholders face significant dilution from the conversion of outstanding convertible notes, exercise of warrants, and future equity raises, which could depress the stock price.
• The 'going concern' uncertainty could negatively impact employee morale, lead to attrition, and potentially result in reductions in workforce or scaling back of operations.
• Customers and vendors may be impacted by doubts about the company's long-term viability, potentially affecting contract negotiations and business relationships.
• Creditors, particularly holders of secured convertible notes, have liens on substantially all of the company's assets, indicating a high level of financial risk for unsecured creditors.

Next Steps

• Selling Stockholders may sell up to 1,214,835 shares of common stock from time to time.
• The company needs to raise substantial additional capital to fund its business operations and achieve profitability.
• Momentus plans to continue developing, testing, and validating its technology, including the Block 2.2 configuration of the Vigoride OSV, MET propulsion, and TASSA.
• The company aims to eventually make its OSVs reusable and introduce additional in-orbit services beyond transportation.
• Stockholder approval is required for the exercise of December Inducement Warrants by February 7, 2026.
• The company is obligated to file a registration statement for the resale of shares under the Equity Purchase Agreement by October 25, 2025, and have it declared effective by November 24, 2025.

Key Dates

Recommendation

The company explicitly states 'substantial doubt about the Companys ability to continue as a going concern,' which is the most severe warning a company can issue. It has a massive accumulated deficit, is consistently unprofitable, and has minimal cash reserves. Despite numerous capital-raising efforts, these are largely dilutive and indicative of a desperate need for funds to simply survive, not to thrive. The repeated Nasdaq delisting threats and the recent reverse stock split, while temporarily addressing compliance, highlight severe underlying financial instability. The inability to use a Form S-3 for future capital raises until November 2026 further restricts its options. For a seasoned investor, these factors collectively point to an extremely high-risk investment with a very low probability of long-term viability, making a strong sell recommendation appropriate.

Keywords

Momentus Inc., MNTS, S-1 filing, resale registration, going concern, Nasdaq compliance, reverse stock split, dilution, space transportation, satellite services, convertible notes, warrants, equity financing, commercial space, Vigoride, Tape Spring Solar Array, Velo3D