Momentus (MNTS) FY2025 10-K Risk Factors: 13 New, 13 Dropped

What the changes say

Momentus faces heavy dilution risks from convertible notes, warrants, ATM offerings, and an ELOC facility.
The company barely maintained Nasdaq compliance after reporting a stockholders deficit and executing a reverse stock split.
Past mission anomalies and ongoing cash burn threaten profitability, liquidity, and ability to deliver satellites into orbit.

What changed since the prior 10-K

New

NewRisks Related to the Business and Industry of Momentus
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
We incurred net losses of $30.5 million in 2025 and $34.9 million in 2024 and may never achieve or maintain profitability.
NewRisks Related to the Business and Industry of Momentus
We have delivered customer satellites and payloads into orbit using our service vehicles since 2022, however setbacks experienced during our future missions could have a material adverse effect on our business, financial condition, and results of operation and could harm our reputation
Past anomalies on our Vigoride 3 mission limited our communication, prevented orbit maneuvers, and left us unable to confirm payload deployments.
NewRisks Related to the Business and Industry of Momentus
Our business is subject to the policies, priorities, regulations, mandates and funding levels of governmental entities and may be negatively or positively impacted by any change thereto
Our business is subject to changing government regulations covering orbital service vehicles, labor, health care, tax, and data privacy.
NewRisks Related to the Business and Industry of Momentus
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
Breaches or disruptions of sensitive information stored on our networks or customer and supplier networks could cause significant repair costs and revenue loss.
NewRegulatory Risks
Momentus and its customers and suppliers could be materially impacted by disruptions in U.S. government operations and funding
Federal government shutdowns, funding gaps, or policy changes regarding commercial space infrastructure could disrupt our revenues and regulatory approvals.
NewRisks Related to Ownership of our Class A Common Stock
If we fail to comply with the continued listing requirements of Nasdaq we face possible delisting, which would result in a limited public market for our shares and make obtaining future debt or equity financing more difficult for us
We faced potential Nasdaq delisting for failing the minimum bid price and periodic reporting requirements.
NewRisks Related to Ownership of our Class A Common Stock
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
We regained Nasdaq compliance after entering an MSA with Velo3D, but must maintain at least $2.5 million in stockholders equity.
NewRisks Related to Ownership of our Class A Common Stock
In the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the SEC on November 20, 2025, the Company reported a stockholders’ deficit of approximately $0.7 million
We reported a stockholders deficit of $0.7 million and executed a 1-for-17.85 reverse stock split to satisfy the minimum bid price requirement.
NewRisks Related to Ownership of our Class A Common Stock
Our outstanding warrants could dilute stockholders, depress our stock price, reduce proceeds available to holders of our Class A common stock in a change of control, and impede a potential acquisition of the Company
Our 2,096,947 outstanding warrants with exercise prices up to $143,692.50 could heavily dilute existing stockholders and depress our stock price.
NewRisks Related to Ownership of our Class A Common Stock
Our outstanding convertible notes, and a potential additional investment under an existing note facility, may result in significant dilution to our stockholders and could adversely affect the market price of our Class A common stock
We have $1.6 million in convertible notes plus potential for an additional $4.0 million investment that will cause substantial dilution.
NewRisks Related to Ownership of our Class A Common Stock
Sales of Class A common stock under our “at-the-market” (“ATM”) program and our equity line of credit (“ELOC”) could result in substantial dilution to stockholders, depress the market price of our Class A common stock, and may not provide adequate funding when needed
Our ATM program issued 757,193 shares to raise $13.6 million, and we anticipate future use of an ELOC facility.
NewRisks Related to Ownership of our Class A Common Stock
stockholders, depress the market price of our Class A common stock, increase volatility, and reduce our ability to raise capital on favorable terms
Our ELOC allows selling up to $50.0 million in shares at a 6% discount to VWAP, creating severe downward pressure on our stock price.
NewRisks Related to Ownership of our Class A Common Stock
If we are unable to obtain sufficient funding through the ATM or the ELOC, we may be required to seek additional financing, which may not be available on favorable terms, or at all, and could materially and adversely affect our business, financial condition, and results of operations

Dropped

DroppedRisks Related to the Business and Industry of Momentus
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
DroppedRisks Related to the Business and Industry of Momentus
U.S. government agencies other than the agency which we apply to for a license or approval may review our applications to the FCC, FAA, or other regulatory authorities, including to evaluate the national security implications of an application, which could result in delays
DroppedRisks Related to the Business and Industry of Momentus
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
History of delivering customer satellites into orbit since 2022.
DroppedRisks Related to the Business and Industry of Momentus
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
DroppedRisks Related to the Business and Industry of Momentus
In the event we are unable to pursue Bankruptcy Protection under Chapter 11 of the United States Bankruptcy Code, or, if pursued, successfully emerge from such proceedings, it may be necessary to pursue Bankruptcy Protection under Chapter 7 of the United States Bankruptcy Code for all or a part of our businesses
U.S. government interagency reviews of FCC and FAA licenses.
DroppedRisks Related to the Business and Industry of Momentus
We have 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 Code (or any plan of reorganization or liquidation)
DroppedRisks Related to the Business and Industry of Momentus
A default under the lease for our corporate headquarters could result in termination of the lease by the landlord if not cured by the Company
DroppedRegulatory Risks
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
DroppedRisks Related to Ownership of our Class A Common Stock
Our Class A common stock and publicly traded warrants might be delisted from Nasdaq if we are not able to meet the Nasdaq listing standards by April 15, 2025, which could have a material adverse effect on the liquidity and trading price of our common stock and warrants and on our ability to raise capital
DroppedRisks Related to Ownership of our Class A Common Stock
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
DroppedRisks Related to Ownership of our Class A Common Stock
If the Company does not come into compliance with Nasdaq Listing Rule 5550(b) by April 15, 2025, the Company’s common stock will be subject to delisting from Nasdaq
DroppedRisks Related to Ownership of our Class A Common Stock
We may be required to issue additional shares of Class A common stock in connection with the Reverse Stock Split and we may be subject to potential liability if it is determined that we are required to issue such shares and we fail to issue such shares on a timely basis
DroppedGeneral Risks
“Management's Report on Internal Control Over Financial Reporting” under Item 9A, Controls and Procedures, for additional information regarding this material weakness, including our remediation plan

Reworded

100% rewrittenRisks Related to the Business and Industry of Momentus
The market for spaceflight and in-space infrastructure services has not been established with precision, is still emerging and may not achieve the growth potential we expect
Updated market description from in-space infrastructure services to specifically include satellite buses and orbital service vehicles amidst slow customer adoption.
Was: The market for in-space infrastructure services has not been established with precision, is still emerging and may not achieve the growth potential we expect
82% rewrittenRisks Related to the Business and Industry of Momentus
Our restructurings and associated organizational changes may not adequately reduce our expenses, may lead to additional workforce attrition, and may cause operational disruptions
Removed specific references to recent restructuring and refocused on operational risks from managing with a limited workforce.
80% rewrittenRisks Related to the Business and Industry of Momentus
We may not be able to continue as a going concern
Added management conclusion that mitigation plans alleviate substantial doubt about going concern for at least one year.
Was: We may not currently or in the future be able to continue as a going concern
54% rewrittenRegulatory Risks
Our business is subject to a wide variety of additional extensive and evolving government laws and regulations. Failure to comply with such laws and regulations could have a material adverse effect on our business
Minor grammatical fix replacing a comma with a semicolon in the regulatory compliance risk heading.
41% rewrittenRisks Related to the Business and Industry of Momentus
The amount of insurance coverage that we maintain may not be adequate to cover all claims or liabilities. Existing coverage may be canceled while we remain exposed to the risk and it is not possible to obtain insurance to protect against all operational risks, natural hazards and liabilities
Added that increasing insurance costs and higher premiums will directly reduce operating income.
38% rewrittenGeneral Risks
Changes in our accounting estimates and assumptions could negatively affect our financial position and results of operations
Retained identical accounting estimates and assumptions text from the prior year.
36% rewrittenRisks 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
Updated cash and cash equivalents figure from $1.6 million as of December 31, 2024 to $12.8 million as of December 31, 2025.
33% rewrittenRisks Related to Ownership of our Class A Common Stock
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
Updated analyst coverage note to state that zero securities analysts have published research on our stock in the last 12 months.
Was: 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
26% rewrittenRisks Related to the Business and Industry of Momentus
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
Was: 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
25% rewrittenRisks Related to the Business and Industry of Momentus
Increased congestion from the proliferation of low-Earth orbit constellations could materially increase the risks of potential collision with space debris or another spacecraft and limit or impair our launch flexibility and/or access to our own orbital slots
25% rewrittenRisks Related to the Business and Industry of Momentus
We may experience a total loss of our satellites and Orbital Service Vehicle and our customers’ payloads during the launch into space, and any insurance we have may not be adequate to cover our loss
22% rewrittenRisks Related to the Business and Industry of Momentus
Momentus’ limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter

All 60 risk factors

Headings as the filing states them, in filing order.

Risks Related to the Business and Industry of Momentus

01We 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 all36% rewritten
02We 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 profitabilityNew
03We may not be able to continue as a going concern80% rewritten
04We have delivered customer satellites and payloads into orbit using our service vehicles since 2022, however setbacks experienced during our future missions could have a material adverse effect on our business, financial condition, and results of operation and could harm our reputationNew
05There 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 environments26% rewritten
06Our business is subject to the policies, priorities, regulations, mandates and funding levels of governmental entities and may be negatively or positively impacted by any change theretoNew
07We are dependent on the successful development of our satellite and related technology
08We 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
09We operate in highly competitive industries and in various jurisdictions across the world which may cause us to have to reduce our prices
10Momentus’ limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter22% rewritten
11The market for spaceflight and in-space infrastructure services has not been established with precision, is still emerging and may not achieve the growth potential we expect100% rewritten
12We may not be able to convert our customer contracts into revenue
13Our future revenue and operating results are dependent on our ability to generate a sustainable order rate for our products and services and develop new technologies to meet the needs of our customers or potential new customers
14The cyclical nature of the space industry could negatively impact our ability to accurately forecast customer demand. We may not be able to achieve or maintain adequate gross margins or profits in these markets
15We may experience a total loss of our satellites and Orbital Service Vehicle and our customers’ payloads during the launch into space, and any insurance we have may not be adequate to cover our loss25% rewritten
16Our business involves significant risks and uncertainties that may not be covered by insurance
17The amount of insurance coverage that we maintain may not be adequate to cover all claims or liabilities. Existing coverage may be canceled while we remain exposed to the risk and it is not possible to obtain insurance to protect against all operational risks, natural hazards and liabilities41% rewritten
18our 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 operationsNew
19Satellites are subject to manufacturing and launch delays, damage, or destruction during pre-launch operations, launch failures and incorrect orbital placement, the occurrence of which can materially and adversely affect our operations
20If our spacecraft fail to operate as intended, it could have a material adverse effect on our business, financial condition, and results of operations
21Increased congestion from the proliferation of low-Earth orbit constellations could materially increase the risks of potential collision with space debris or another spacecraft and limit or impair our launch flexibility and/or access to our own orbital slots25% rewritten
22Our revenue, results of operations and reputation may be negatively impacted if our products contain defects or fail to operate in the expected manner
23Fluctuations in foreign exchange rates or future hedging activities could in the future have a negative impact on our business
24Our ability to produce our current and future satellite and vehicle systems and other components of operation is dependent upon sufficient availability of raw materials, specialized subcontracted labor, and supplied components, which we secure from a limited number of suppliers
25Our satellites, vehicles, and related equipment may have shorter useful lives than we anticipate
26We expect to face intense competition in satellite production, satellite transport, and related services and other services which we may develop in the space transportation industry
27If 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
28Protecting and defending against intellectual property claims may have a material adverse effect on our business
29We may experience warranty claims for failures, schedule delays or other problems with existing or new products
30We are exposed to risks related to geopolitical and economic factors, laws and regulations and our international business subjects us to numerous political and economic factors, legal requirements, cross-cultural considerations and other risks associated with doing business globally
31Data breaches or incidents involving our technology could damage our business, reputation and brand and substantially harm our business and results of operations
32We are highly dependent on our senior management team and other highly skilled personnel
33Our 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
34The individual or cumulative effects of factors discussed above could result in large fluctuations and unpredictability in our quarterly and annual operating results. As a result, comparing our operating results on a period-to-period basis may not be meaningful
35Momentus’ ability to use its net operating loss carryforwards and certain other tax attributes may be limited
36We 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
37Natural disasters, unusual weather conditions, epidemic outbreaks, terrorist acts, and political events could disrupt our business and vehicle launch schedules
38Our restructurings and associated organizational changes may not adequately reduce our expenses, may lead to additional workforce attrition, and may cause operational disruptions82% rewritten

Regulatory Risks

39Our business is subject to a wide variety of additional extensive and evolving government laws and regulations. Failure to comply with such laws and regulations could have a material adverse effect on our business54% rewritten
40Momentus and its customers and suppliers could be materially impacted by disruptions in U.S. government operations and fundingNew
41Contracts with the U.S. government subject us to risks including early termination, audits, investigations, sanctions, and penalties

Risks Related to Ownership of our Class A Common Stock

42If we fail to comply with the continued listing requirements of Nasdaq we face possible delisting, which would result in a limited public market for our shares and make obtaining future debt or equity financing more difficult for usNew
43On 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 RuleNew
44In the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the SEC on November 20, 2025, the Company reported a stockholders’ deficit of approximately $0.7 millionNew
45Our outstanding warrants could dilute stockholders, depress our stock price, reduce proceeds available to holders of our Class A common stock in a change of control, and impede a potential acquisition of the CompanyNew
46Our outstanding convertible notes, and a potential additional investment under an existing note facility, may result in significant dilution to our stockholders and could adversely affect the market price of our Class A common stockNew
47An active trading market for our Class A common stock may never develop or be sustained
48The market price of our Class A common stock and warrants may be volatile, which could cause the value of your investment to decline
49Future sales of shares by Company officers, directors and other insiders may adversely affect the market price of our Class A common stock
50If 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 decline33% rewritten
51Our 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
52Future sales and issuances of our Class A common stock could cause our stock price to fall
53Sales of Class A common stock under our “at-the-market” (“ATM”) program and our equity line of credit (“ELOC”) could result in substantial dilution to stockholders, depress the market price of our Class A common stock, and may not provide adequate funding when neededNew
54stockholders, depress the market price of our Class A common stock, increase volatility, and reduce our ability to raise capital on favorable termsNew
55If we are unable to obtain sufficient funding through the ATM or the ELOC, we may be required to seek additional financing, which may not be available on favorable terms, or at all, and could materially and adversely affect our business, financial condition, and results of operationsNew
56We need additional capital and any additional capital we seek may not be available in the amount or at the time we need it
57The market price of our Class A common stock has been, and may continue to be, volatile, which could reduce the market price of our Class A common stock

General Risks

58Our employees and independent contractors may engage in misconduct or other improper activities, which could have an adverse effect on our business, prospects, financial condition, and operating results
59Labor-related matters, including labor disputes, may adversely affect our operations
60Changes in our accounting estimates and assumptions could negatively affect our financial position and results of operations38% rewritten

Other Momentus 10-Ks

FY2024 10-K risk factors
60 risks
Momentus faces severe going-concern doubts with only $1.6 million in cash as of December 31, 2024, threatening potential bankruptcy proceedings under Chapter 7 or Chapter 11. The company relies heavily on unproven Orbital Service Vehicles, vulnerable supply chains, and complex regulatory approvals from the FCC and FAA.
Filed Apr 01, 2025

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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.