Stockholders’ Equity (Deficit) and Stock-based Compensation | Stockholders’ Equity (Deficit) and Stock-based Compensation Common Stock and Preferred Stock Pursuant to the terms of the Second Amended and Restated Certificate of Incorporation, the Company is authorized and has available a total of 270,000,000 shares of stock, consisting of (i) 250,000,000 shares of Common Stock, par value $0.00001 per share, and (ii) 20,000,000 shares of preferred stock, par value $0.00001 per share (“Preferred Stock”). At the Closing of the Business Combination, the Company had 79,772,262 shares of Common Stock outstanding and no shares of Preferred Stock outstanding. The following summarizes the Company’s Common Stock outstanding immediately after the Business Combination: Shares % Momentus Space, LLC unit holders 50,419,505 63 % Public stockholders 13,695,257 17 % SRAC and its affiliates 4,657,500 6 % PIPE Investors 11,000,000 14 % Total 79,772,262 100 % Co-Founder Divestment and Stock Repurchase Agreements In accordance with the NSA and pursuant to stock repurchase agreements entered into with the Company, effective as of June 8, 2021, each of Mr. Kokorich, Nortrone Finance S.A. and Brainyspace LLC (collectively, the “Co-Founders”) sold 100% of their respective equity interests in the Company on June 30, 2021. In exchange for their equity interests, the Company initially paid each entity $1, but will additionally pay up to an aggregate of $50,000,000, out of funds legally available therefor, to the Co-Founders, on a pro rata basis, as follows: (i) an aggregate of $40,000,000 to be paid out of funds legally available therefor, within 10 business days after the earlier of (A) a business combination or capital raising transaction or series of transactions (whether in the form of debt or equity) resulting in cash proceeds of no less than $100,000,000 and (B) the Business Combination (the “First Payment Date”); and (ii) an aggregate of $10,000,000 to be paid out of funds legally available therefor, within 10 business days after a business combination or capital raising transaction or series of transactions (whether in the form of debt or equity) resulting in cash proceeds of no less than $250,000,000 (determined without any reduction for the $100,000,000 previously received in respect of the First Payment Date). As a result of the Business Combination, which generated $247.3 million of gross proceeds (as described in Note 3), the Company paid the Co-Founders $40.0 million in addition to the initial consideration paid of $3. The Company recorded the consideration paid as a reduction of Common Stock and additional paid in capital. Pursuant to the NSA, a portion of those divestment proceeds were placed in escrow accounts, and may not be released to the divested investors until after completion of audit by a third party auditor of the investors compliance with the NSA and the lapse of a 15 day period without an objection from the CFIUS Monitoring Agencies. Following the third party audit of the investors’ NSA compliance, all of the escrowed divestment proceeds were released to the Co-Founders as of March 1, 2022 in accordance with the NSA. If the Company were to undertake a business combination or capital raising transaction or series of transactions (whether in the form of debt or equity) resulting in cash proceeds of approximately $2.7 million or more, the Company would need to pay an aggregate of $10.0 million to the Co-Founders in accordance with the terms of the stock repurchase agreements. The Company evaluated and periodically re-evaluates this potential consideration as a liability under ASC 480 utilizing a probability-weighted approach. Certain factors which would enable successful fundraising were considered, including progress toward compliance with the NSA, research and development progress, and agreements with launch providers, as well as the Company’s fundraising efforts under the at-the-market offering program describe below, resulting in an estimated liability of $10.0 million expected to be paid to the Co-Founders with a corresponding offset to additional paid in capital within the statements of stockholders’ equity (deficit), as of September 30, 2022. Stock Purchase Warrants In February 2021, the Company entered into the Term Loan. In conjunction with the Term Loan, warrants up to 1% of the fully diluted capitalization (including allowance for conversion of all outstanding convertible notes, SAFE notes and such warrants) of the Company were granted to the lender exercisable at the lender’s option. 80% of the 1% of the warrants were earned by the lender upon execution of the agreement. The remaining 20% of the warrants were forfeited on June 30, 2021. The warrant’s original estimated fair value of $15.6 million was recorded as a derivative liability under ASC 815 with the offset recorded as a debt discount. The Company recorded the (decrease) increase in the estimated fair value of the warrant of $0.3 million and $(10.7) million for three and nine months ended September 30, 2021, respectively, within other (income) expense in the accompanying consolidated income statements. The warrants were exercised by the lender immediately prior to the Business Combination. The loan remains outstanding as of September 30, 2022. In March 2020, the Company entered into an equipment financing agreement to fund the acquisition of specific and eligible equipment (the “Equipment Loan”). In conjunction with the Equipment Loan, the Company issued stock purchase warrants to the lender, which allowed for the purchase of 191,108 shares of Common Stock in a subsequent round of financing. These warrants were also accounted for as a derivative liability and the (decrease) increase in the estimated fair value of the warrant of $0.4 million and $(1.1) million for the three and nine months ended September 30, 2021, respectively, was recorded within other (income) expense in the accompanying consolidated income statements. The warrants were exercised by the lender immediately prior to the Business Combination. Public and Private Warrants As of September 30, 2022, the Company had public and private warrants outstanding to purchase 8,625,000 and 11,272,500 of Common Stock, respectively, related to the Business Combination. The warrants entitle the registered holder to purchase stock at a price of $11.50 per share, subject to adjustment, at any time commencing on August 12, 2021. The public and private warrants expire on the fifth anniversary of the Business Combination, or earlier upon redemption or liquidation. Additionally, the Company had private warrants outstanding to purchase 308,569 shares of Common Stock, with an exercise price of $0.20 per share, unrelated to the Business Combination, which were exercised on a net basis for 278,146 shares during the nine months ended September 30, 2022. The private warrants assumed in connection with the Business Combination were accounted for as a derivative liability and the (decrease) increase in estimated fair value of the warrants of $(1.6) million and $(3.4) million for the three and nine months ended September 30, 2022, respectively, and $2.0 million for the three and nine months ended September 30, 2021 was recorded within other (income) expense. The public warrants and the legacy outstanding private warrants were recorded as equity within statements of stockholders’ equity (deficit). Contingent Sponsor Earnout Shares As a result of the Business Combination, the Company modified the terms of 1,437,500 shares of Common Stock held by SRAC’s sponsor (the “Sponsor Earnout Shares”), such that all such shares will be forfeited if the share price of Common Stock does not reach a volume-weighted average closing sale price of $12.50, two thirds of such shares will be forfeited if the share price of Common Stock does not reach a volume-weighted average closing sale price of $15.00, and one third of such shares will be forfeited if the share price of Common Stock does not reach a volume-weighted average closing sale price of $17.50, in each case, prior to the fifth anniversary of the Business Combination. Certain events which change the number of outstanding shares of Common Stock, such as a split, combination, or recapitalization, among other potential events, will equitably adjust the target vesting prices above. The Sponsor Earnout Shares may not be transferred without the Company’s consent until the shares vest. The Sponsor Earnout Shares are recorded within equity. Due to the contingently forfeitable nature of the shares, the Sponsor Earnout Shares are excluded from basic EPS calculations but are considered potentially dilutive shares of the purposes of diluted EPS (refer to “ Income (Loss) Per Share” below). At-The-Market Offering On September 28, 2022, Momentus entered into an At-the-Market Equity Offering Sales Agreement with a sales agent (the “ATM Sales Agreement”). Pursuant to the ATM Sales Agreement, the Company may from time to time sell, through the sales agent using at-the-market (“ATM”) offerings, shares of Common Stock up to an aggregate offer price of up to $50.0 million. Under the ATM Sales Agreement, the sales agent will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price per share sold. During the three and nine months ended September 30, 2022 there were no sales under the ATM Sales Agreement. Stock Incentive Plans Legacy Stock Plans In May 2018, the Board of Directors of Momentus Inc. approved the 2018 Stock Plan (the “Initial Plan”) that allowed for granting of incentive and non-qualified stock options and restricted stock awards to employees, directors, and consultants. The Initial Plan was terminated in November 2018. Awards outstanding under the Initial Plan continue to be governed by the terms of the Initial Plan. In February and March 2020, the Board approved the Amended and Restated 2018 Stock Plan (the “2018 Plan”). No additional grants have been made since 2020 and no new grants will be made from the 2018 Plan, however, the options issued and outstanding under the plan continue to be governed by the terms of the 2018 Plan. Forfeitures from the legacy plans become available under the 2021 Equity Incentive Plan, described below. 2021 Equity Incentive Plan In connection with the Closing, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”), under which 5,982,922 shares of Common Stock were initially reserved for issuance. The 2021 Plan allows for the issuance of incentive stock options (“ISOs”), non-qualified stock options (“NSOs”), restricted stock awards (“RSAs”), stock appreciation rights (“SARs”), restricted stock units (“RSUs”), and performance awards. The Board of Directors determines the period over which grants become exercisable. The 2021 Plan became effective immediately following the Closing. The 2021 Plan has an evergreen provision which allows for shares available for issuance under the plan to be increased on the first day of each fiscal year beginning with the 2022 fiscal year and ending on (and including) the first day of the 2031 fiscal year, in each case, in an amount equal to the lesser of (i) three percent (3.0%) of the outstanding shares on the last day of the immediately preceding fiscal year and (ii) such number of Shares determined by the Board. During the nine months ended September 30, 2022, the shares available for grant under the 2021 Plan increased by 2,436,353 and 313,758 due to the evergreen provision and forfeitures from the Initial Plan and the 2018 Plan, respectively. As of September 30, 2022, there were 1,644,169 shares remaining available for grant. Grant activity under the 2021 Plan is described below. 2021 Employee Stock Purchase Plan In connection with the Closing, the Company adopted the Employee Stock Purchase Plan (the “2021 ESPP Plan”), under which 1,595,445 shares of Common Stock were initially reserved for issuance. The Plan provides a means by which eligible employees of the Company may be given an opportunity to purchase shares of Common Stock at a discount as permitted under the Internal Revenue Code of 1986, as amended. The 2021 ESPP Plan has an evergreen provision which allows for shares available for issuance under the plan to be increased on the first day of each fiscal year beginning with the 2022 fiscal year and ending on (and including) the first day of the 2031 fiscal year, in each case, in an amount equal to the lesser of (i) half a percent (0.5%) of the outstanding shares on the last day of the calendar month prior to the date of such automatic increase and (ii) 1,595,445 shares. The 2021 ESPP Plan became effective immediately following the Closing. During the nine months ended September 30, 2022, the shares available for issuance under the 2021 ESPP Plan increased by 406,059 due to the evergreen provision. During the nine months ended September 30, 2022, 77,162 shares were issued under the 2021 ESPP Plan. The Company has an outstanding liability pertaining to the ESPP of $0.2 million as of September 30, 2022, included in accrued expenses, for employee contributions to the 2021 ESPP Plan, pending issuance at the end of the offering period. 2022 Inducement Equity Plan In February 2022, the Company adopted the 2022 Inducement Equity Plan (the “2022 Plan”), under which 4,000,000 shares of Common Stock were initially reserved for issuance. The 2022 Plan allows for the issuance of NSOs, RSAs, SARs, RSUs, and stock bonus awards, subject to certain eligibility requirements. The Board of Directors determines the period over which grants become exercisable and grants generally vest over a four-year period. As of September 30, 2022 only RSU grants have been made under the 2022 Plan and there were 1,079,933 shares remaining available for grant. Grant activity under the 2022 Plan is described below. Options Activity The following table sets forth the summary of options activity, under the 2018 Plan and the 2021 Plans, for the nine months ended September 30, 2022: (in thousands, except share-based data) Total Options Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding as of December 31, 2021 4,040,360 $ 0.27 Granted 1,064,862 2.54 Vested exercised (1,947,970) 0.27 Forfeitures (313,758) 0.28 Outstanding as of September 30, 2022 2,843,494 $ 1.12 7.9 $ 1,965 Exercisable as of September 30, 2022 1,402,846 $ 0.55 7.1 $ 1,364 Vested and expected to vest as of September 30, 2022 2,843,494 $ 1.12 7.9 $ 1,965 As of September 30, 2022, there was a total of $1.6 million in unrecognized compensation cost related to unvested options, which is expected to be recognized over a weighted-average period of 1.9 years. The total intrinsic value of options exercised during the three and nine months ended September 30, 2022, was $0.7 million and $4.9 million, respectively, and during the three and nine months ended September 30, 2021 was $10.2 million and $15.6 million, respectively. The assumptions used under the Black-Scholes-Merton Option Pricing model and weighted average fair value of options on the grant date are as follows: Nine Months Ended 2022 2021 Expected term (in years) 5.8 N/A Risk-free interest rate 2.35% N/A Expected volatility 61.90% N/A Dividend yield 0.00% N/A Fair value on grant date $1.46 N/A Restricted Stock Unit and Restricted Stock Award Activity The following table sets forth the summary of RSU and RSA activity, under the Initial Plan, the 2018 Plan, the 2021 Plan, and the 2022 Plan, for the nine months ended September 30, 2022. RSAs were an immaterial portion of activity for the period: Shares Weighted Average Grant Date Fair Value (i.e. share price) Outstanding as of December 31, 2021 2,812,110 $ 10.87 Granted 7,246,487 2.53 Vested (603,278) 9.59 Forfeited (1,285,914) 6.72 Outstanding as of September 30, 2022 8,169,405 $ 4.20 As of September 30, 2022, there was a total of $29.8 million in unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of 1.7 years. Outstanding unvested and expected to vest RSUs had an intrinsic value of $11.2 million. Stock-based Compensation The following table sets forth the stock-based compensation under the Initial Plan, the 2018 Plan, the 2021 Plan, and the 2022 Plan by expense type: Three Months Ended Nine Months Ended (in thousands) 2022 2021 2022 2021 Research and development expenses $ 737 $ 52 $ 1,624 $ 186 Selling, general and administrative expenses 2,552 3,023 6,911 11,001 Total $ 3,289 $ 3,075 $ 8,535 $ 11,187 The following table sets forth the stock-based compensation under the Initial Plan, the 2018 Plan, the 2021 Plan, and the 2022 Plan by award type: Three Months Ended Nine Months Ended (in thousands) 2022 2021 2022 2021 Options $ 106 $ 3,075 $ 357 $ 11,187 RSUs & RSAs 3,096 — 8,079 — ESPP 45 — 127 — Performance Awards $ 42 $ — (28) — Total $ 3,289 $ 3,075 $ 8,535 $ 11,187 Performance Awards Performance awards under the 2021 Plan are accounted for as liability-classified awards, as the obligations are typically a fixed monetary amount which is settled on a future date in a variable number of shares of the Company’s Common Stock. The variable number of potentially settled shares is not limited. Performance awards are measured at their fair value based on management’s estimates of potential outcomes of the performance. Outstanding performance awards correspond to 30,657 shares if they were settled on September 30, 2022. Stock Option Modifications On August 31, 2021, in connection with the resignation of one of the Company’s former officers, the Company modified the former officer’s outstanding awards, which resulted in the vesting of options for 273,571 shares. The modified option awards have an exercise price of $0.28 per share, expected term of 6.25 years, a risk-free rate of 0.86%, expected volatility of 97% and no expected dividends. This Type III modification resulted in a remeasured fair value of $10.91 per share. The incremental compensation related to the accelerated options totaled $2.9 million. On May 22, 2021, in connection with the resignation of one of the Company’s former directors, the Company modified the former director’s outstanding award, which resulted in the vesting of options for 205,618 shares. The modified option award has an exercise price of $0.28 per share, expected term of one year, a risk-free rate of 0.04%, expected volatility of 65% and no expected dividends. This Type III modification resulted in a remeasured fair value of $10.78 per share. The incremental compensation related to the accelerated options totaled $2.2 million. On January 25, 2021, in connection with the resignation of the Company’s former Chief Executive Officer (“CEO”), Mikhail Kokorich, the Company modified his outstanding awards, which resulted in the vesting of options for 261,070 shares. The modified option awards have exercise prices ranging from $0.04 to $0.28 per share, an expected term of one year, a risk-free interest rate of 0.10%, an expected volatility of 78% and no expected dividends. This Type III modification resulted in a remeasured fair values ranging from $20.67 to $20.91 per share. The incremental compensation related to the accelerated options totaled $5.4 million. Net (Loss) Income Per Share The following table sets forth the computation of diluted net (loss) income per share: Diluted Net (Loss) Income Per Share Three Months Ended Nine Months Ended (in thousands, except share-based data) 2022 2021 2022 2021 Numerator: Net (loss) income $ (21,298) $ (5,614) $ (71,004) $ 123,384 Net loss allocated to common stockholders for diluted net loss per share $ (21,298) $ (5,614) $ (71,004) $ 123,384 Denominator: Denominator for basic net (loss) income per share - weighted average shares outstanding 82,066,795 60,589,566 81,122,541 59,873,199 Dilutive options and unvested stock units outstanding — — — 4,056,805 Dilutive warrants outstanding — — — 302,533 Denominator for diluted net loss per share - adjusted weighted average shares outstanding 82,066,795 60,589,566 81,122,541 64,232,537 Net (loss) income per share - basic $ (0.26) $ (0.09) $ (0.88) $ 2.06 Net (loss) income per share - diluted $ (0.26) $ (0.09) $ (0.88) $ 1.92 Net (loss) income per share is provided in accordance with ASC 260-10, Earnings Per Share . Basic earnings per share is computed by dividing net (loss) income for the period by the weighted-average number of common shares outstanding during the period. Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the period. It is computed by dividing undistributed earnings allocated to common stockholders for the period by the weighted average number of common shares outstanding during the period, plus the dilutive effect of outstanding preferred shares, options and unvested stock units, and warrants outstanding pursuant to the treasury stock method. As the Company incurred a net loss for the three and nine months ended September 30, 2022, and the three months ended September 30, 2021, the inclusion of certain options, unvested stock units, warrants, and contingent Sponsor Earnout Shares in the calculation of diluted earnings per share would be anti-dilutive and, accordingly, were excluded from the diluted loss per share calculation. The following table summarizes potential common shares that were excluded as their effect is anti-dilutive: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Options and unvested stock units outstanding 10,591,058 4,304,660 6,242,976 — Warrant outstanding 19,897,500 20,206,069 19,977,404 19,897,500 Contingent Sponsor Earnout Shares 1,437,500 — 1,437,500 — Total 31,926,058 24,510,729 27,657,880 19,897,500 |