XML 40 R14.htm IDEA: XBRL DOCUMENT v3.25.1
Stockholders' Equity
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Stockholders' Equity Stockholders’ Equity
Common Stock and Preferred Stock
As of December 31, 2024, we had a total of 1,000,000,000 shares of stock authorized to be issued, of which 950,000,000 shares are designated as common stock, $0.0001 par value per share, and 50,000,000 shares are designated as preferred stock, $0.0001 par value per share. Holders of common stock are entitled to one vote for each share held and entitled to receive dividends when and if declared by the board of directors. We have not declared any dividends as of and through December 31, 2024.
Equity Incentive Plans
As of December 31, 2024, our Equity Incentive Plans consisted of the following: (i) the 2022 Equity Incentive Plan (the “2022 Plan”), (ii) the 2016 Equity Incentive Plan (the “2016 Plan”) and (iii) Amprius Holdings’ the 2008 Stock Plan and the Second Equity Incentive Plan (the “Amprius Holdings Plans”), which we assumed from Amprius Holdings on October 23, 2024, collectively referred herein as “Equity Incentive Plans.”
2022 Plan. The 2022 Plan was adopted effective September 14, 2022. The 2022 Plan authorizes awards in the form of stock options, stock appreciation rights, restricted stock, RSUs, or performance awards and may be granted to directors, employees or consultants. As of December 31, 2024, the total number of shares reserved for issuance, including shares issuable upon vesting of outstanding RSUs, under the 2022 Plan was 17,716,822. Such number of shares also include the annual increase in shares reserved pursuant to the evergreen provisions contained in the 2022 Plan and the number of shares from equity awards under the 2016 Plan that were cancelled, expired or otherwise terminated without having been exercised in full, were tendered to or withheld for payment of an exercise price or for tax withholding obligations, or were forfeited to or repurchased due to failure to vest. The number of shares available for issuance under the 2022 Plan may be increased annually at the beginning of the fiscal year, subject to certain limitations.
2016 Plan. The 2016 Plan was terminated concurrently with the adoption of the 2022 Plan. However, the 2016 Plan continues to govern the terms and conditions of the outstanding awards previously granted under the 2016 Plan.
Amprius Holdings Plans. Upon approval by our board of directors, we assumed the Amprius Holdings Plans on October 23, 2024 when Amprius Holdings voluntarily liquidated and dissolved. Upon assumption of Amprius Holdings’ outstanding stock options, those options became exercisable with shares of our common stock. The Amprius Holdings 2008 Stock Plan was already expired when we assumed it while the Amprius Holdings Second Equity Incentive Plan was immediately terminated when we assumed it. The Amprius Holdings Plans continue to govern the terms and conditions of the outstanding awards previously granted under the Amprius Holdings Plans. Prior to the assumption of stock options under the Amprius Holdings Plans, Amprius Holdings had stock option awards granted to some of our employees or consultants. We recorded the stock-based compensation costs associated with those stock option awards.
As of December 31, 2024, all grants made under our Equity Incentive Plans had been stock options or RSUs.

Stock Options
Stock options granted under our Equity Incentive Plans provided an exercise price of not less than 100% of the fair value at the grant date, unless the optionee is a 10% stockholder, in which case the option price would not be less than 110% of such fair market value. Options granted generally have a maximum term of ten years from the grant date or 90 days from the termination of the optionee and are exercisable upon vesting unless otherwise designated for early exercise
by the board of directors at the time of grant. Most of our stock option grants generally vest over a period of four years, subject to the continued employment or services of the optionee.
A summary of option activity under our Equity Incentive Plans as of December 31, 2024, and changes during the year ended December 31, 2024, is as follows:
Number of
shares		Weighted-
average
exercise price
per share		Weighted-
average
remaining
contractual
term
(in years)		Aggregate
intrinsic
value
(in thousands)
Outstanding at January 1, 202412,812,942$1.43 6.3$49,466 
Assumed stock option grants (1)
7,043,587$2.10 —— 
Granted—$— —— 
Exercised(1,742,299)$0.06 —— 
Expired / forfeited(66,121)$2.23 —— 
Outstanding at December 31, 202418,048,109$1.82 6.1$19,839 
Vested and exercisable at December 31, 202415,975,885$1.75 6.0$19,007 
Vested and expected to vest at December 31, 202418,048,109$1.82 6.1$19,839 
(1) The assumed stock option grants pertain to the outstanding stock option under the Amprius Holdings Plans, which we assumed when Amprius Holdings liquidated and dissolved on October 23, 2024. The number of option shares assumed and the associated exercise prices were adjusted. Those adjustments did not result in an increase in the fair value of the assumed stock options. Out of the total stock options assumed, as adjusted, a total of 7,029,124 shares were already vested and a total of 14,463 shares were unvested at the date of the assumption.
There were no stock option grants under the 2022 Plan during the years ended December 31, 2024 and 2023. On the other hand, there were fully vested stock option grants in September 2024 under the Amprius Holdings Second Equity Incentive Plan that included grants made to some of our employees and a board member. Those fully vested stock option grants are included within the assumed stock option grants in the table above. The fair value of the fully vested stock option grants to those employees and board member, which we recognized as stock-based compensation cost, was $0.34 per share and was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: (i) expected term of 5 years, (ii) expected volatility of 75.0%, (iii) risk-free interest rate of 3.6%, and (iv) expected dividend yield of 0%. Amprius Holdings did not grant stock options to our employees during the year ended December 31, 2023.
The total intrinsic value of options exercised during the years ended December 31, 2024 and 2023 was $4.2 million and $5.1 million, respectively. The intrinsic value was calculated as the difference between the market price of our common stock and the exercise price of the in-the-money stock options at exercise.
The fair value of stock options that vested during the year ended December 31, 2024, including those fully vested stock option grants made by Amprius Holdings to some of our employees and a board member, was $3.3 million. The fair value of stock options that vested during the year ended December 31, 2023 was $2.7 million.
As of December 31, 2024, the total unamortized stock-based compensation expense related to the unvested stock options was approximately $2.9 million, which we expect to amortize over a weighted-average period of 1.4 years.
RSUs
Most of our RSU grants generally vest over a period of four years, subject to the continued employment or services of the grantee.
A summary of RSU activity under our Equity Incentive Plans as of December 31, 2024, and changes during the year ended December 31, 2024, is as follows:
Number of
shares		Weighted-average
grant date fair value
Outstanding at January 1, 2024545,141$7.91 
Granted5,025,472$2.39 
Vested(972,300)$4.04 
Forfeited(287,042)$2.10 
Outstanding at December 31, 20244,311,271$2.74 
The fair value of RSUs is determined based upon the market closing price of our common stock on the date of grant. The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2024 and 2023 was $2.39 per share and $7.06 per share, respectively. The fair value of RSUs that vested during the years ended December 31, 2024 and 2023 was $3.9 million and $0.5 million, respectively. As of December 31, 2024, the total unamortized stock-based compensation expense related to the unvested RSUs was approximately $10.9 million, which we expect to amortize over a weighted-average period of 2.9 years.
Employee Stock Purchase Plan (“ESPP”)
We adopted the ESPP effective September 14, 2022. As of December 31, 2024, the total number of shares reserved for issuance was 2,724,333, which number may be increased annually at the beginning of the fiscal year, subject to certain limitations. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code of 1986 (as amended) and will provide eligible employees an opportunity to purchase our common stock at a discount through payroll deductions. Under the ESPP, we may specify offering periods, provided that no offering period will have a duration exceeding 27 months. The purchase price per share is equal to 85% of the fair market value of our common stock on the (i) offering date or (ii) purchase date, whichever is lower. As of December 31, 2024, there were no offerings established under the ESPP.
Executive Incentive Compensation Plan
On September 14, 2022, our board of directors approved our Executive Incentive Compensation Plan, which will allow us to grant incentive awards to certain executive employees, generally payable in cash, based upon achieving specified goals. We have the right to settle the award by granting an equity award, which may be subject to vesting conditions. All awards under the Executive Incentive Compensation Plan will be subject to reduction, cancellation, forfeiture, or recoupment in accordance with any clawback policy that we are required to adopt pursuant to applicable laws. As of December 31, 2024, there were no grants under the Executive Incentive Compensation Plan.
Common Stock Warrants
Shown below is a summary of the activity of the stock warrants as of and during the year ended December 31, 2024:
Public
warrants		Private
warrants		PIPE
warrants		Total
Outstanding, January 1, 202429,268,236 16,400,000 2,052,500 47,720,736 
Exercise for cash(12,575,664)(500,000)— (13,075,664)
Noncash exercise in exchange for
   shares of common stock		— (15,600,000)— (15,600,000)
Outstanding, December 31, 202416,692,572 300,000 2,052,500 19,045,072 
On May 13, 2024, we offered the holders of the public and private warrants the opportunity to exercise their warrants for cash at a temporarily reduced exercise price of $1.10 per warrant. This cash tender offer expired on June 11, 2024. A total of 12,575,664 public warrants and 500,000 private warrants were exercised in connection with this cash tender offer. Gross proceeds from the exercise of the public and private warrants totaled $14.4 million. Incremental costs incurred, which were charged against the proceeds from the issuance of our shares of common stock, totaled $0.8 million. This cash tender offer was treated as a modification of the public and private warrants. However, we have not recognized the effect of such modification because the incremental fair value was de minimis.
On June 24, 2024, we made a separate tender offer to the holders of the unexercised private warrants pursuant to which such holders were given the opportunity to exchange their warrants, on a cashless basis, for shares of our common stock based on an exchange ratio of 0.197 for each warrant validly tendered. This cashless tender offer expired on July 23, 2024. A total of 15,600,000 private warrants were exchanged for a total of 3,073,200 shares of our common stock in connection with this cashless tender offer. This cashless tender offer was treated as a modification of the private warrants, which resulted in an increase in the private warrants’ fair value by approximately $0.7 million. The incremental fair value of the modified private warrants, which are classified as equity, was presented as an increase in additional paid-in capital in the accompanying consolidated statements of stockholders’ equity. In addition, the incremental fair value was treated as a noncash deemed dividend and was presented as a reduction of additional paid-in capital, instead of a reduction of retained earnings due to our accumulated deficit position, which resulted in a net zero effect on the accompanying consolidated statements of stockholders’ equity.
The outstanding public warrants and private warrants, which expire on September 14, 2027, are exercisable for one share of our common stock at a price of $11.50 per warrant subject to adjustment pursuant to the Warrant Agreement, dated as of March 1, 2022, as amended. Holders of private warrants may be able to exercise their warrants on a cashless basis pursuant to the Warrant Agreement, but holders of public warrants cannot exercise on a cashless basis. The public warrants are listed on the New York Stock Exchange and are redeemable by us when the price per share of our common stock equals or exceeds $18.00 per share for at least 20 trading days during a period of 30 consecutive trading days prior to the redemption date. The private warrants are not listed on any securities exchange and are not redeemable.
The outstanding PIPE warrants, which expire on September 14, 2027, are substantially identical to the public warrants, except that the exercise price of each PIPE warrant is $12.50 per warrant and they are not listed on any securities exchange. In addition, the PIPE warrants are redeemable by us if the price per share of our common stock equals or exceeds $20.00 per share for at least 20 trading days during a period of 30 consecutive trading days prior to the redemption date.
The warrants described above are classified as equity in accordance with the guidance under ASC 815-40, Derivatives and Hedging–Contracts in Entity’s Own Equity. Equity-classified contracts, such as stock warrants, are initially measured at fair value or allocated value. Any subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.
Sales Agreement
On October 2, 2023, we entered into the Sales Agreement with the Sales Agents, pursuant to which we may offer and sell, from time to time, through or to any Sales Agent, shares of our common stock with an aggregate offering price of not more than $100.0 million, as described in our prospectus supplement dated October 10, 2023 filed with the Securities and Exchange Commission (“SEC”).
During the year ended December 31, 2024 and from the date of the Sales Agreement through December 31, 2024, we sold shares of our common stock under the Sales Agreement resulting in aggregate net proceeds of approximately $33.4 million and $33.8 million, respectively.
The unamortized deferred stock issuance cost related to the Sales Agreement, which is included in other assets in the accompanying consolidated balance sheets and will be charged proportionally against the proceeds from issuance of shares, was $0.1 million as of December 31, 2024.
Common Stock Purchase Agreement (“Purchase Agreement”)
On September 27, 2022, we entered into a Purchase Agreement with B. Riley Principal Capital II, LLC (“BRPC II”), pursuant to which BRPC II committed to purchase up to $200.0 million of our common stock until January 1, 2025. On October 2, 2023, we and BRPC II mutually agreed to terminate the Purchase Agreement concurrent with our execution of the Sales Agreement. The termination of the Purchase Agreement became effective on October 10, 2023 upon the effectiveness of our registration statement on Form S-3 filed with the SEC.
The cumulative proceeds from the sale of shares of common stock under the Purchase Agreement, which totaled 2,952,763 shares, was $19.1 million. The purchase price under the Purchase Agreement was determined by reference to the volume weighted average price of our common stock, less a discount of 3.0%. The unamortized balance of the deferred stock issuance costs related to the Purchase Agreement, which amounted to $0.6 million, was expensed upon the termination of the Purchase Agreement on October 10, 2023.
Stock-Based Compensation
Stock-based compensation from stock options and RSUs under our Equity Incentive Plans were included in the following lines in the accompanying consolidated statements of operations during the periods presented (in thousands):
Year ended December 31,
20242023
Cost of revenue$871 $865 
Research and development936 186 
Selling, general and administrative5,536 2,829 
Total stock-based compensation expense$7,343 $3,880