Momentus (MNTS) Risk Analysis

As of March 27, 2026, we had outstanding 2,096,947 warrants to purchase of our Class A common stock, held by a variety of third parties. The exercise prices of these warrants range from $4.38 per share to $143,692.50 per share. If a substantial portion of these warrants are exercised, we would be required to issue a material number of shares of our Class A common stock, which would dilute the ownership interests of our existing stockholders. Any such dilution could be substantial, particularly if the exercise prices of the warrants are below the then-current trading price of our Class A common stock. In addition, the existence of these outstanding warrants, and the potential issuance of shares upon their exercise, may create a circumstance commonly referred to as a "warrant overhang." Market participants may anticipate that warrant holders will seek to realize value by exercising warrants and selling the underlying shares (or by engaging in other transactions involving our securities). As a result, the market price of our Class A common stock could be adversely affected by actual sales of shares issued upon exercise of warrants, by the perception that such sales may occur, or by the increased number of shares that could become available for future sale. These dynamics could cause the trading price of our Class A common stock to decline, increase volatility, and make it more difficult for us and our stockholders to sell equity securities at a time and price deemed appropriate. Our warrants also include change of control protections that could significantly reduce the proceeds otherwise available to holders of our Class A common stock and may discourage or impede a transaction. Most, if not all, of our outstanding warrants provide that, upon the occurrence of certain change of control or similar fundamental transactions, the warrant holders may be entitled to receive consideration based on the Black-Scholes value of the warrants (or an economically similar make-whole amount), which may be payable in cash, shares, or a combination thereof, depending on the terms of the applicable warrant and the structure of the transaction. Because the Black-Scholes value of a warrant reflects, among other things, the market price and volatility of our Class A common stock, the remaining term of the warrant, and prevailing interest rates, the aggregate amount payable or issuable to warrant holders in connection with a change of control could be material. If the make-whole is settled in shares, it could substantially increase the number of shares issued in connection with the transaction; if settled in cash (or a mix of cash and shares), it could materially reduce the cash proceeds available for distribution to holders of our Class A common stock. In either case, these provisions could operate as an additional cost of an acquisition and may deter, delay, or prevent a change of control transaction that might otherwise be beneficial to our stockholders, including by reducing the amount an acquiror is willing to pay, complicating transaction economics, or making a transaction less attractive relative to other opportunities. Further, the warrant overhang and change of control protections may impair our ability to raise additional capital through equity or equity-linked financings. Potential investors may discount the price they are willing to pay for our securities due to the risk of dilution from warrant exercises and the possibility that warrant make-whole obligations could divert value in a strategic transaction. If we are unable to access capital on acceptable terms, our ability to fund operations, pursue strategic initiatives, and satisfy our obligations could be materially adversely affected. We have pursued warrant inducement transactions in the past and may pursue additional transactions in the future, which could increase dilution and may not achieve the intended results. From time to time, we have entered into transactions intended to encourage warrant holders to exercise, exchange, amend, or otherwise restructure their warrants (including "warrant inducement" transactions). These transactions have involved, and any future transactions may involve, the issuance of additional warrants to purchase shares of Class A common stock and/or other securities (including at a discount to prevailing market prices), the modification of existing warrant terms (including exercise price reductions or other economic concessions), or other consideration. As a result, warrant inducement transactions increase our warrant overhang and can be dilutive to existing stockholders. Moreover, such transactions may not improve our stock price, may not be available on terms acceptable to us (or at all), and may be undertaken at times when the market for our securities is volatile or when we have limited negotiating leverage. Even if completed, these transactions may not prevent future dilution, may not meaningfully reduce the economic impact of the warrant change of control provisions, and could be viewed negatively by the market, any of which could adversely affect the trading price of our Class A common stock. Accordingly, our outstanding warrants and related provisions could materially and adversely affect the trading price of our common stock, the value received by holders of our Class A common stock in a change of control transaction, our ability to raise additional capital, and the likelihood, timing, and terms of a potential acquisition of the Company.

We have outstanding convertible notes that may be converted into shares of our Class A common stock, which could result in substantial dilution to existing stockholders. As of December 31, 2025, approximately $1.6 million principal amount of convertible notes were outstanding and convertible at an approximate conversion price of $19.92 per share. The investor also has the right, at its option, to purchase up to an additional $4.0 million of convertible notes on substantially the same terms, which would increase the amount of debt potentially convertible into shares of our Class A common stock. In addition, any such additional investment would include 100% warrant coverage, which would further increase the number of shares issuable and result in further dilution. In addition, as of December 31, 2025, we had approximately $2.4 million principal amount of convertible notes that are convertible into shares of our Class A common stock at the lower of (i) $19.81 per share and (ii) a 10% discount to the closing price of the Class A common stock, as reported on Nasdaq, on the trading day preceding the holder's election to convert, but in no event lower than $3.57 per share. Because the conversion price for these notes may be based on a discount to market prices, the number of shares issuable upon conversion may increase significantly if the market price of our Class A common stock declines, and conversions could place additional downward pressure on our stock price. The closing price of our Class A common stock on December 31, 2025 was $4.87, meaning that these convertible notes may convert at or near the $3.57 per share floor. We anticipate that the holder may convert some or all of these notes prior to May 1, 2026, which could result in the issuance of a significant number of shares, materially dilute existing stockholders, and adversely affect the trading price and volatility of our Class A common stock. Furthermore, as of December 31, 2025, approximately $0.5 million principal amount of convertible notes were outstanding and convertible at an approximate conversion price of $29.81 per share.

The price of our Class A common stock may fluctuate significantly due to general market and economic conditions and forecasts, our general business condition and the release of our financial reports. An active trading market for our Class A common stock may not develop or continue or, if developed, may not be sustained, which would make it difficult for stockholders to sell their shares of Class A common stock at an attractive price (or at all). The market price of our Class A common stock may decline below stockholders' deemed purchase price, and they may not be able to sell their shares of Class A common stock at or above that price (or at all). Additionally, if our Class A common stock is delisted from Nasdaq for any reason, and is quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our Class A common stock may be more limited than if we were quoted or listed on Nasdaq or another national securities exchange. Stockholders may be unable to sell Class A common stock unless a market can be established or sustained.

If an active market for our Class A common stock and warrants develops and continues, the trading price of our Class A common stock and warrants could be volatile and subject to wide fluctuations. The trading price of our Class A common stock and warrants depends on many factors, including those described in this "Risk Factors" section, many of which are beyond our control and may not be related to our operating performance. Any of the factors listed below could have a material adverse effect on investment in our Class A common stock and warrants, and our Class A common stock and warrants may trade at prices significantly below the price paid for them. In such circumstances, the trading price of our Class A common stock and warrants may not recover and may experience a further decline. Factors affecting the trading price of our Class A common stock and warrants may include: - actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;- changes in the market's expectations about our operating results;- the public's reaction to our press releases, our other public announcements and our filings with the SEC;- speculation in the press or investment community;- actual or anticipated developments in our business or our competitors' businesses or the competitive landscape generally;- our operating results failing to meet the expectation of securities analysts or investors in a particular period;- changes in financial estimates and recommendations by securities analysts concerning us or the market in general;- operating and stock price performance of other companies that investors deem comparable to us;- publications of research reports by securities analysts about us, our competitors, or the space industry;- changes in laws and regulations affecting our business;- commencement of, or involvement in, litigation involving us;- changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;- the volume of Class A common stock available for public sale;- any major change in our board of directors or management;- sales of substantial amounts of Class A common stock by directors, officers or significant stockholders or the perception that such sales could occur;- general economic and political conditions such as recessions, interest rates, fuel prices, trade wars, pandemics, epidemics, currency fluctuations and acts of war or terrorism; and - other risk factors listed under this "Risk Factors" section.

Sales of shares of our Class A common stock by Company officers, directors and other insiders, regardless of the actual reason for such sales, may be perceived negatively by the market, which could adversely affect the market price of our Class A common stock and make it more difficult for stockholders to sell their Class A common stock at a favorable time and price.

Sales of a substantial number of shares of our Class A common stock in the public market, or the perception that such sales could occur, could adversely affect the market price of our Class A common stock and may make it more difficult to sell Class A common stock at a favorable time and price.

The trading market for our Class A common stock and warrants will depend, in part, on the research and reports that securities and industry analysts publish about us, our business and our market. No securities analysts have published research on our stock in the last 12 months. If analysts do not publish research on our stock in the future, then our stock price and trading volume could be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our stock, publish inaccurate or unfavorable research about our business or our market, or provide more favorable relative recommendations about our competitors, our stock price would likely decline.

Certain provisions of our Second Amended and Restated Certificate of Incorporation, as amended, as well as our Amended and Restated Bylaws, as amended, may have the effect of rendering more difficult, delaying, or preventing a change of control or changes in our management. These provisions provide for, among other things: - a classified Board of Directors whose members serve staggered three-year terms;- the authorization of "blank check" preferred stock, which could be issued by the Board of Directors without stockholder approval and may contain voting, liquidation, dividend, and other rights superior to our Class A common stock;- a limitation on the ability of, and providing indemnification to, our directors and officers;- a requirement that special meetings of our stockholders can be called only by our Board of Directors acting by a written resolution by a majority of the directors then in office, the Chairperson of the Board of Directors, our Chief Executive Officer, or our Lead Independent Director;- a requirement of advance notice of stockholder proposals for business to be conducted at meetings stockholders and for nominations of candidates for election to the Board of Directors;- a requirement that our directors may be removed only for cause and by a two-thirds (2/3) vote of the stockholders;- a prohibition on stockholder action by written consent;- a requirement that vacancies on our Board of Directors may be filled only by a majority of Directors then in office or by a sole remaining Director (subject to limited exceptions), even though less than a quorum; and - a requirement of the approval of the Board of Directors or the holders of at least two-thirds of our outstanding shares of capital stock to amend our Amended and Restated Bylaws, as amended, and certain provisions of our charter. In addition, we have not opted out of the provisions of Section 203 of the Delaware General Corporation Law (the "DGCL"), which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any "interested" stockholder for a period of three years following the date on which the stockholder became an "interested" stockholder. These provisions may frustrate or prevent any attempts by stockholders to replace or remove the Company's management by making it more difficult for stockholders to replace members of the Board of Directors, which is responsible for appointing the members of our management. In addition, institutional stockholder representative groups, stockholder activists, and others may disagree with our corporate governance provisions or other practices, including anti-takeover provisions, such as those listed above. We generally will consider recommendations of institutional stockholder representative groups, but we will make decisions based on what our Board and management believe to be in the best long-term interests of the Company and stockholders; however, these groups could make recommendations to our stockholders against our practices or our Board members if they disagree with our positions. These and other provisions in our charter and Amended and Restated Bylaws, as amended, and under Delaware law could discourage potential takeover attempts, reduce the price investors might be willing to pay in the future for shares of Class A common stock and result in the market price of Class A common stock being lower than it would be without these provisions.

Our Second Amended and Restated Certificate of Incorporation, as amended, provides, to the fullest extent permitted by law, that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: - any derivative action or proceeding brought on behalf of the Company;- any action or proceeding asserting a claim of breach of a fiduciary duty owed by or any wrongdoing by any current or former director, officer, employee, or agent of the Company or any stockholder to the Company or to stockholders;- any action or proceeding asserting a claim against us or any current or former director, officer, or other employee or any stockholder in such stockholder's capacity as such arising out of or pursuant to any provision of the DGCL, our Second Amended and Restated Certificate of Incorporation, as amended, or our Amended and Restated Bylaws, as amended;- any action or proceeding to interpret, apply, enforce or determine the validity of our Second Amended and Restated Certificate of Incorporation, as amended, and/or our Amended and Restated Bylaws, as amended (including any right, obligation or remedy thereunder);- any action or proceeding as to which the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware; or - any action or proceeding asserting a claim governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court's having personal jurisdiction over the indispensable parties named as defendants. This provision would not apply to suits brought to enforce a duty or liability created by the Securities Act or the Exchange Act or any claim for which the U.S. federal courts have exclusive jurisdiction. Our Second Amended and Restated Certificate of Incorporation, as amended, further provides that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act or the rules and regulations promulgated thereunder. Our Second Amended and Restated Certificate of Incorporation, as amended, also provides that a state or federal court located within the state of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders' ability to obtain a chosen judicial forum for disputes with the Company or our directors, officers, employees, or stockholders. If any other court of competent jurisdiction were to find either exclusive-forum provision in our Second Amended and Restated Certificate of Incorporation, as amended, to be inapplicable or unenforceable, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could adversely affect our business, financial condition and results of operations. In addition, although the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court were "facially valid" under Delaware law, there is uncertainty as to whether other courts will enforce our federal forum selection clause.

Sales of a substantial number of shares of Class A common stock by our existing stockholders in the public market, or the perception that these sales might occur, could depress the market price of our Class A common stock and could impair our ability to raise additional capital through the issuance of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our Class A common stock. Any issuance of equity we may undertake in the future to raise additional capital could cause the price of our Class A common stock to decline, or require us to issue shares at a price that is lower than that paid by holders of our Class A common stock in the past, which would result in those newly issued shares being dilutive. In addition, future investors could gain rights superior to existing stockholders, such as liquidation and other preferences. If we obtain funds through a credit facility or through the issuance of debt or preferred securities, these securities will likely have rights senior to the rights of a common stockholder, which could impair the value of our Class A common stock. We also have stock options and warrants outstanding to purchase shares of our capital stock. Our stockholders may incur dilution upon exercise of any outstanding stock options and warrants.

We adopted an ATM program in September 2025. From the adoption of the ATM until December 31, 2025, we issued 757,193 shares under this program to raise approximately $13.6 million. In September 2025, we entered into an ELOC with an investor. As of December 31, 2025, we have not issued any shares under the ELOC but we anticipate utilizing the ELOC in the future. The sale of shares under these arrangements could dilute existing stockholders, depress the market price of our Class A common stock, increase volatility, and reduce our ability to raise capital on favorable terms. In addition, we might sell shares under our ELOC to raise capital in the future. Under the ELOC, we have the right to sell shares of our Class A common stock to raise up to $50.0 million of potential proceeds, subject to the satisfaction of customary conditions. Under the ELOC, when we deliver a put notice, the purchase price for shares sold to the counterparty is calculated at a 6% discount to the lowest volume-weighted average price ("VWAP") of our Class A common stock during the three trading-day period beginning on the date we submit the put notice. We are also required to pay a fee to our investment bank in connection with transactions under the ELOC. Because the purchase price is tied to market prices during a short measurement period and incorporates a discount, the effective price at which we sell shares could be significantly below the market price at the time these sales are settled. Sales under the ELOC could adversely affect the market price of our Class A common stock. The counterparty will likely resell shares it purchases under the ELOC into the public market, and such resales could contribute to downward pressure on our stock price. Although the ELOC restricts the counterparty from hedging or short selling in connection with the facility, these restrictions may not prevent declines in the market price of our Class A common stock resulting from dilution from our share issuances, the counterparty's resales of shares acquired under the ELOC, increased supply of shares in the market generally, or investor perception that we may continue to access the ELOC. 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. Accordingly, our equity financing arrangements, and our use of them, could materially and adversely affect the trading price of our Class A common stock, result in significant dilution to existing stockholders, and limit our ability to finance our operations and strategic objectives.