|
|
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
|
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
|
|
|
Item 2.02
|
Results of Operations and Financial Conditions
|
Item 7.01
|
Regulation FD Disclosure
|
Item 9.01 |
Financial Statements and Exhibits.
|
Exhibit Number
|
Exhibit Description
|
|
Press Release, dated May 11, 2023, issued by Momentus Inc.
|
||
Momentus Inc. Investor Presentation, dated May 11, 2023
|
||
104
|
Cover Page Interactive Data File (formatted as Inline XBRL)
|
By:
|
/s/ Eric Williams
|
|||
Name:
|
Eric Williams
|
|||
Dated:
|
May 11, 2023
|
Title:
|
Chief Financial Officer
|
|
|
• |
Launched Vigoride-5 aboard the SpaceX Transporter-6 mission from Cape Canaveral, Florida. This vehicle incorporated important lessons learned from Momentus’ inaugural mission that
launched in 2022. On this ongoing mission, Momentus is providing hosted payload services for Caltech’s Space-based Solar Power Project payload, and recently deployed a payload for an international customer.
|
• |
Demonstrated success with Momentus’ Microwave Electrothermal Thruster (“MET”) that uses distilled water as propellant. Testing has continued subsequent to the quarter and to date
the MET has achieved more than 35 firings ranging from 30 seconds up to six minutes in duration. The duration of the six minute firing exceeded by 20% the maximum planned duration for operation of the MET on this mission. Cumulatively, Momentus has reached over 140 minutes of firing time of the MET
system. Momentus has now operated the MET successfully in space at full power across the range of durations for firing that we plan to use operationally to deliver satellites to precise, custom orbits and to provide in-space infrastructure
services like hosted payloads.
|
• |
The MET achieved a key task of its Vigoride-5 mission by raising the orbit of the spacecraft by more
than 3 km. Orbital altitude raises are an integral part of Momentus’ orbital transportation service offering that aims to deliver customer satellites to precise and custom orbits.
|
• |
Signed a services agreement with repeat customer, FOSSA Systems, to place its latest generation of satellites into Low-Earth orbit. This agreement represents initial progress
toward Momentus’ first large-scale constellation deployment.
|
• |
Signed a services agreement with FOSSA Systems to fly a picosatellite
deployer with the capacity for eight pocketqube
satellites as part of its launch brokerage capabilities and services. This deployer will house several satellites serving different IoT, Earth Observation, and demonstration platforms for yet-to-be-announced customers.
|
• |
Signed a services agreement with Hello Space to provide hosted payload service for a deployer carrying four pocketqubes. These pocketqube satellites mark the first tranche of an
80-satellite constellation set by Hello Space.
|
• |
Signed a services agreement with Lunasonde to deliver a cubesat to orbit from the Vigoride-7 mission targeted for launch in October on the SpaceX Transporter-9
mission
|
• |
Signed a services agreement with SatRev for the delivery of a cubesat to Low-Earth Orbit also on the Vigoride-7 mission.
|
• |
Signed a services agreement with a yet-to-be-named customer for the orbital delivery of the first tranche of picosats for a 100-satellite planned constellation.
|
• |
Were selected for funding from the Space Development Agency for a Small Business Innovation Research Phase 2 award, which SDA is collaborating to complete with the Air Force
Research Lab Technology Directorate AFWERX.
|
• |
Signed a Memorandum of Understanding with Axient, a well-established company with a strong track record in defense and classified work for the Defense Department.
|
• |
Launched the Vigoride-6 OSV on the SpaceX Transporter-7 mission. The vehicle is carrying the NASA LLITED mission, payloads for multiple commercial customers, and a
Momentus-developed solar array technology demo with a focus of reducing Vigoride unit manufacturing costs and lead times.
|
• |
Signed a launch services agreement with SpaceX securing launch opportunities through the end
of 2024.
|
• |
Teamed with another commercial company to respond to NASA’s Hubble Reboost RFI in a joint proposal. The mission’s objectives include safe relocation of Hubble and removal of nearby
threatening debris from the celebrated space telescope’s new orbit.
|
Three Months Ended
March 31,
|
||||||||
2023
|
2022
|
|||||||
Service revenue
|
$
|
22
|
$
|
—
|
||||
Gross profit
|
22
|
—
|
||||||
Operating expenses:
|
||||||||
Research and development expenses
|
10,119
|
9,971
|
||||||
Selling, general and administrative expenses
|
10,270
|
14,853
|
||||||
Total operating expenses
|
20,389
|
24,824
|
||||||
Loss from operations
|
(20,367
|
)
|
(24,824
|
)
|
||||
|
||||||||
Other income (expense):
|
||||||||
Change in fair value of warrant liability
|
(112
|
)
|
(451
|
)
|
||||
Realized loss on disposal of asset
|
—
|
(70
|
)
|
|||||
Interest income
|
555
|
—
|
||||||
Interest expense
|
(920
|
)
|
(1,492
|
)
|
||||
Litigation settlement, net
|
—
|
3
|
||||||
Other income
|
19
|
—
|
||||||
Total other expense
|
(458
|
)
|
(2,010
|
)
|
||||
Net loss
|
$
|
(20,825
|
)
|
$
|
(26,834
|
)
|
||
Net loss per share, basic
|
$
|
(0.24
|
)
|
$
|
(0.34
|
)
|
||
Net loss per share, fully diluted
|
$
|
(0.24
|
)
|
$
|
(0.34
|
)
|
||
Weighted average shares outstanding, basic
|
87,559,611
|
79,958,383
|
||||||
Weighted average shares outstanding, fully diluted
|
87,559,611
|
79,958,383
|
March 31,
2023
|
December 31,
2022
|
|||||||
|
(unaudited)
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
38,630
|
$
|
61,094
|
||||
Restricted cash, current
|
879
|
1,007
|
||||||
Insurance receivable
|
4,000
|
4,000
|
||||||
Prepaids and other current assets
|
9,524
|
10,173
|
||||||
Total current assets
|
53,033
|
76,274
|
||||||
Property, machinery and equipment, net
|
3,844
|
4,016
|
||||||
Intangible assets, net
|
340
|
337
|
||||||
Operating right-of-use asset
|
6,174
|
6,441
|
||||||
Deferred offering costs
|
418
|
331
|
||||||
Restricted cash, non-current
|
363
|
312
|
||||||
Other non-current assets
|
4,670
|
4,712
|
||||||
Total assets
|
$
|
68,842
|
$
|
92,423
|
||||
|
||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Accounts payable
|
$
|
2,092
|
$
|
2,239
|
||||
Accrued expenses
|
6,496
|
8,026
|
||||||
Loan payable, current
|
11,290
|
11,627
|
||||||
Contract liabilities, current
|
2,136
|
1,654
|
||||||
Operating lease liability, current
|
1,181
|
1,153
|
||||||
Stock repurchase liability
|
—
|
10,000
|
||||||
Litigation settlement contingency
|
8,500
|
8,500
|
||||||
Other current liabilities
|
36
|
27
|
||||||
Total current liabilities
|
31,731
|
43,226
|
||||||
Contract liabilities, non-current
|
1,026
|
1,026
|
||||||
Loan Payable, non-current
|
171
|
2,404
|
||||||
Warrant liability
|
676
|
564
|
||||||
Operating lease liability, non-current
|
5,821
|
6,131
|
||||||
Other non-current liabilities
|
471
|
465
|
||||||
Total non-current liabilities
|
8,165
|
10,590
|
||||||
Total liabilities
|
39,896
|
53,816
|
||||||
Commitment and Contingencies (Note 12)
|
||||||||
Stockholders’ equity:
|
||||||||
Common stock, $0.00001 par
value; 250,000,000 shares authorized and 94,984,332
issued and outstanding as of March 31, 2023; 250,000,000
shares authorized and 84,441,153 issued and outstanding as of December
31, 2022
|
1
|
1
|
||||||
Additional paid-in capital
|
353,897
|
342,733
|
||||||
Accumulated deficit
|
(324,952
|
)
|
(304,127
|
)
|
||||
Total stockholders’ equity
|
28,946
|
38,607
|
||||||
Total liabilities and stockholders’ equity
|
$
|
68,842
|
$
|
92,423
|
Three Months Ended March
|
||||||||
2023
|
2022
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(20,825
|
)
|
$
|
(26,834
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation and amortization
|
229
|
294
|
||||||
Amortization of debt discount and issuance costs
|
492
|
742
|
||||||
Amortization of right-of-use asset
|
267
|
322
|
||||||
Change in fair value of warrant liability
|
112
|
451
|
||||||
Loss on disposal of property, machinery, equipment and intangible assets
|
—
|
70
|
||||||
Stock-based compensation expense
|
1,720
|
2,212
|
||||||
Issuance of common stock to non-employees
|
57
|
—
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaids and other current assets
|
704
|
1,447
|
||||||
Other non-current assets
|
41
|
(2,685
|
)
|
|||||
Accounts payable
|
(211
|
)
|
1,387
|
|||||
Accrued expenses
|
(1,538
|
)
|
(273
|
)
|
||||
Accrued interest
|
39
|
13
|
||||||
Other current liabilities
|
12
|
14
|
||||||
Contract liabilities
|
481
|
100
|
||||||
Lease liability
|
(282
|
)
|
(328
|
)
|
||||
Other non-current liabilities
|
6
|
6
|
||||||
Net cash used in operating activities
|
(18,696
|
)
|
(23,062
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Purchases of property, machinery and equipment
|
(43
|
)
|
(290
|
)
|
||||
Purchases of intangible assets
|
(9
|
)
|
(231
|
)
|
||||
Net cash used in investing activities
|
(52
|
)
|
(521
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Proceeds from exercise of stock options
|
92
|
48
|
||||||
Repurchase of Section 16 Officer shares for tax coverage exchange
|
(60
|
)
|
(59
|
)
|
||||
Principal payments on loan payable
|
(3,102
|
)
|
(927
|
)
|
||||
Payment of deferred offering costs
|
(23
|
)
|
—
|
|||||
Payment for repurchase of common shares
|
(10,000
|
)
|
—
|
|||||
Proceeds from issuance of common stock and related warrants
|
10,000
|
—
|
||||||
Payments for issuance costs related to common stock and related warrants
|
(700
|
)
|
—
|
|||||
Net cash used in financing activities
|
(3,793
|
)
|
(938
|
)
|
||||
Decrease in cash, cash equivalents and restricted cash
|
(22,541
|
)
|
(24,521
|
)
|
||||
Cash, cash equivalents and restricted cash, beginning of period
|
62,413
|
160,547
|
||||||
Cash, cash equivalents and restricted cash, end of period
|
$
|
39,872
|
$
|
136,026
|
||||
Supplemental disclosure of non-cash investing and financing activities
|
||||||||
Purchases of intangibles assets in accounts payable and accrued expenses at period end
|
$
|
7
|
$
|
—
|
||||
Deferred offering costs in accounts payable and accrued expenses at period end
|
$
|
64
|
$
|
—
|
||||
Stock repurchase liability fair value
|
$
|
—
|
$
|
6,000
|
||||
Supplemental disclosure of cash flow information
|
||||||||
Cash paid for income taxes
|
$
|
—
|
$
|
—
|
||||
Cash paid for interest
|
$
|
389
|
$
|
750
|
Three Months Ended
|
||||||||||||
(in thousands)
|
March 31, 2023
|
March 31, 2022
|
December 31,
2022
|
|||||||||
Net loss
|
$
|
(20,825
|
)
|
$
|
(26,834
|
)
|
$
|
(24,440
|
)
|
|||
Income tax expense
|
—
|
—
|
—
|
|||||||||
Interest income
|
(555
|
)
|
—
|
(489
|
)
|
|||||||
Interest expense
|
920
|
1,492
|
1,096
|
|||||||||
Depreciation & amortization
|
229
|
294
|
259
|
|||||||||
EBITDA
|
(20,231
|
)
|
(25,048
|
)
|
(23,574
|
)
|
||||||
Increase (decrease) in fair value of warrants
|
112
|
451
|
(1,803
|
)
|
||||||||
Realized loss on disposal of assets
|
—
|
70
|
54
|
|||||||||
Litigation settlement, net
|
—
|
(3
|
)
|
4,500
|
||||||||
Prepaid launch deposit impairment
|
514
|
—
|
—
|
|||||||||
SEC and CFIUS legal expenses
|
85
|
795
|
161
|
|||||||||
Class action litigation legal expenses
|
110
|
795
|
755
|
|||||||||
Other non-recurring litigation legal expense
|
1,219
|
114
|
1,004
|
|||||||||
SEC compliance costs
|
22
|
2,135
|
76
|
|||||||||
NSA compliance costs
|
232
|
978
|
233
|
|||||||||
Severance and other non-recurring expenses1
|
122
|
350
|
—
|
|||||||||
Stock-based compensation
|
1,720
|
2,212
|
3,044
|
|||||||||
Adjusted EBITDA
|
$
|
(16,095
|
)
|
$
|
(17,151
|
)
|
$
|
(15,550
|
)
|
Three Months Ended
|
||||||||||||
(in thousands)
|
March 31, 2023
|
March 31, 2022
|
December 31,
2022
|
|||||||||
Selling, general, and administrative expenses
|
$
|
10,270
|
$
|
14,853
|
$
|
10,929
|
||||||
Stock-based compensation
|
1,244
|
1,839
|
2,534
|
|||||||||
SEC and CFIUS legal expenses
|
85
|
795
|
161
|
|||||||||
Class action litigation legal expenses
|
110
|
795
|
755
|
|||||||||
Other non-recurring litigation legal expense
|
1,219
|
114
|
1,004
|
|||||||||
SEC compliance costs
|
22
|
2,135
|
76
|
|||||||||
NSA compliance costs
|
232
|
978
|
233
|
|||||||||
Severance and other non-recurring expenses1
|
—
|
—
|
—
|
|||||||||
Non-GAAP selling, general, administration expenses
|
$
|
7,358
|
$
|
8,197
|
$
|
6,166
|
Three Months Ended
|
||||||||||||
(in thousands)
|
March 31, 2023
|
March 31, 2022
|
December 31,
2022
|
|||||||||
Research and development expenses
|
$
|
10,119
|
$
|
9,971
|
$
|
10,283
|
||||||
Prepaid launch deposit impairment
|
514
|
—
|
—
|
|||||||||
Stock-based compensation
|
476
|
373
|
510
|
|||||||||
Severance and non-recurring expenses1
|
122
|
350
|
—
|
|||||||||
Non-GAAP Research and development expenses
|
$
|
9,007
|
$
|
9,248
|
$
|
9,773
|