S-1/A: Momentus Inc. Seeks to Raise Capital Through Public Offering of Common Stock and Warrants

Momentus Inc. is offering up to 1,500,000 shares of common stock along with pre-funded and common stock purchase warrants in a best efforts offering.

Summary

• Momentus Inc. is undertaking a public offering involving shares of Class A common stock, pre-funded warrants, and common stock purchase warrants.
• The offering is on a 'best efforts' basis, meaning there's no guarantee all securities will be sold.
• Up to 1,500,000 shares of Common Stock are being offered at an assumed price of $6.67 per share, along with accompanying warrants.
• Pre-funded warrants to purchase up to 1,500,000 shares are also available for certain purchasers.
• The purchase price of each Pre-Funded Warrant is equal to the public offering price for the Common Stock in this offering, minus $0.00001.
• A.G.P./Alliance Global Partners is acting as the exclusive placement agent.
• The company intends to use the net proceeds from this offering for general corporate purposes, which may include the development of our orbital transfer and satellite bus vehicles, research and development efforts relating to these vehicles, working capital, capital expenditures, repayment and refinancing of debt, research and development expenditures, acquisitions of additional companies or technologies and investments.

Sentiment

Score: 4

Explanation: The document is primarily factual, outlining the terms of a securities offering. While the company's financial situation presents risks, the offering itself is a neutral event. The sentiment is slightly negative due to the company's financial challenges and the risks associated with the offering.

Positives

• The offering provides Momentus with additional capital for general corporate purposes.
• The company has a history of delivering customer satellites into orbit using our service vehicles since 2022.
• The company has a diverse set of launch partners.

Negatives

• The offering is on a 'best efforts' basis, meaning there's no guarantee all securities will be sold.
• There is no established public trading market for the Pre-Funded Warrants or the Warrants being offered in this offering.
• The company may not be able to raise additional capital needed to execute its business plan.
• The company may be unable to successfully market and sell small satellites to government and commercial customers in sufficient quantity to support our business plan.
• The company has incurred significant losses since inception, we expect to incur losses in the future and we may not be able to achieve or maintain profitability.
• The company may not be able to currently, or in the future, continue as a going concern based upon combinations of the various risk factors discussed in this section.

Risks

• Failure to comply with Nasdaq continued listing requirements could lead to delisting.
• Management has broad discretion over the use of proceeds.
• Future sales of Common Stock could cause the stock price to fall.
• Investors will experience immediate and substantial dilution.
• The company needs additional capital, which may not be available.
• There is no public market for the Pre-Funded Warrants or the Warrants.
• Significant holders may be limited in their ability to exercise warrants.
• The Pre-Funded Warrants and Warrants are speculative in nature.
• The company may be unable to raise additional capital needed to execute its business plan.
• The company may be unable to successfully market and sell small satellites to government and commercial customers in sufficient quantity to support our business plan.
• Setbacks in the development, testing, and production of new satellites, as well as potential setbacks during missions to operate or place in orbit satellites and related technologies such as solar arrays could have a material adverse effect on our business, financial condition, and results of operation and could harm our reputation.
• The company may not receive all required governmental licenses and approvals.
• The company has incurred significant losses since inception, we expect to incur losses in the future and we may not be able to achieve or maintain profitability.
• The company 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.
• The company may not be successful in developing new technology, and the technology we are successful in developing may not meet the needs of our customers or potential new customers.
• The market for in-space infrastructure services has not been established with precision, and may grow more slowly than expected.
• The cyclical nature of the space industry could negatively impact our ability to accurately forecast customer demand. We may not be able to maintain adequate gross margins or profits in these markets.
• The company is dependent on third-party launch vehicles to launch our vehicles and customer payloads into space and any delay could have a material adverse impact to our financial condition and results of operations.
• The company may experience a total loss of our satellites and related technologies, Orbital Service Vehicle and our customers payloads during the launch into space.
• Our business involves significant risks and uncertainties that may not be covered by insurance.
• If our spacecraft fail to operate as intended, it could have a material adverse effect on our business, financial condition and results of operations.
• The company relies on a limited number of suppliers for certain raw materials and supplied components.
• The company expects to face intense competition in the satellite bus market, satellite transport and related services and other services which we may develop in the space transportation industry.
• If we fail to adequately protect our intellectual property rights or our intellectual property applications for registration fail to become issued or registered, our competitive position could be impaired.
• The company is highly dependent on our senior management team and other highly skilled personnel.
• Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide.
• The company may not be able to currently, or in the future, continue as a going concern based upon combinations of the various risk factors discussed in this section.
• In the event we pursue protection under Chapters 7 or 11 of the United States Bankruptcy Code, we will be subject to the risks and uncertainties associated with such proceedings.
• The company has substantial liquidity needs and may not be able to obtain sufficient liquidity to complete a sale of substantially all of our assets under Section 363 of the United States Bankruptcy.
• The company is currently, and may in the future be, subject to substantial litigation, regulatory actions, government investigations, proceedings and similar actions that could cause us to incur significant legal expenses and which could have a material adverse effect on our business, operating results or financial condition.

Future Outlook

The company intends to use the net proceeds from this offering for general corporate purposes, which may include the development of our orbital transfer and satellite bus vehicles, research and development efforts relating to these vehicles, working capital, capital expenditures, repayment and refinancing of debt, research and development expenditures, acquisitions of additional companies or technologies and investments.

Industry Context

The commercial space industry is experiencing rapid technological advancements, driven by decreasing launch costs and the rise of smaller, lower-cost satellites. This has led to increased access to space and accelerated growth in the number of commercial satellites being placed into orbit.

Comparison to Industry Standards

• The company's primary competitors in delivering small satellites into a specific orbit are small launch vehicle providers such as Firefly and Rocket Lab, as well as orbital transfer and service vehicle providers such as D-Orbit, Exotrail, Impulse Space, Launcher and Quantum Space.
• Significant competitors for satellites, buses, and related technologies include York Space, Terran Orbital, Raytheon Blue Canyon, and Airbus.

Legal Proceedings

• On September 16, 2024, the U.S. District Court for the Northern District of California issued an order primarily approving the settlement and providing for notice of the settlement to stockholders of the Company in the matters captioned Hanna v. Kabot, et al., Case No. 5:23-cv-00374 (N.D. Cal.); Rivlin v. Kabot, et al., Case No. 2:23-cv-03120 (C.D. Cal.); Lindsey v. Quiroga, et al., Case No. 20230674 (Del. Ch.); and the litigation demand made by Momentus stockholder, Kamal Qureshi (collectively, the Derivative Matters).
• On March 24, 2023, Lev Khasis filed a verified complaint against the Company in the Delaware Court of Chancery (Case. No. 2023-0361) seeking indemnification and advancement of expenses from the Company.
• The Company is subject to a wide variety of laws and regulations relating to various aspects of our business, including with respect to our space transport operations, employment and labor, health care, tax, privacy and data security, health and safety, and environmental issues.

Stakeholder Impact

• The offering will dilute existing shareholders' ownership.
• The company's ability to continue as a going concern is dependent on the Companys ability to successfully raise capital to fund its business operations and execute on its business plan.

Next Steps

• The offering will settle delivery versus payment (DVP)/receipt versus payment (RVP).
• The closing of the offering will occur on or about , 2025 but no later than one trading day after we price the securities offered hereby.

Key Dates

Keywords

Common Stock, Warrants, Pre-Funded Warrants, Public Offering, Placement Agent, Capital Raise, Momentus, Securities, MNTS, Space