ampx-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 10-Q

_______________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-41314

_______________________

AMPRIUS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

_______________________


Delaware						98-1591811
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1180 Page Avenue, Fremont, California						94538
(Address of Principal Executive Offices)						(Zip Code)

(800) 425-8803

Registrant's telephone number, including area code

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value	AMPX	The New York Stock Exchange
Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50	AMPX.W	The New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of October 30, 2025, the registrant had 130,483,838 shares of common stock, par value $0.0001, outstanding.

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			Page
Cautionary Note Regarding Forward-Looking Statements			1
Part I - Financial Information			3
Item 1. Financial Statements (Unaudited)			3
Condensed Consolidated Balance Sheets			3
Condensed Consolidated Statements of Operations			4
Condensed Consolidated Statements of Comprehensive Loss			5
Condensed Consolidated Statements of Stockholders’ Equity			6
Condensed Consolidated Statements of Cash Flows			7
Notes to Condensed Consolidated Financial Statements			8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3. Quantitative and Qualitative Disclosures About Market Risk			27
Item 4. Controls and Procedures			27
Part II - Other Information			28
Item 1. Legal Proceedings			28
Item 1A. Risk Factors			28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			57
Item 3. Defaults Upon Senior Securities			57
Item 4. Mine Safety Disclosures			57
Item 5. Other Information			57
Item 6. Exhibits			58
Signatures			59

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Cautionary Note Regarding Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q of Amprius Technologies, Inc. (hereafter referred to as “Amprius,” the “Company,” “we,” “us,” or “our”) and in documents incorporated herein by reference may constitute “forward-looking statements” for purposes of the federal securities laws. Such forward-looking statements include, but are not limited to, statements regarding our expectations, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report on Form 10-Q may include, for example, statements about:

•our financial and business performance, including financial and business metrics;

•changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

•our ability to add manufacturing capacity and the costs and timing to add such capacity;

•the expected addressable markets for our products;

•developments relating to our competitors and industry;

•our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

•our ability to develop a high-volume manufacturing line and otherwise scale in a cost-effective manner;

•our future capital requirements and sources and uses of cash;

•our ability to obtain funding for our operations; and

•our business, expansion plans and opportunities.

These forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q, including current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•our ability to execute our business model, including scaling production and increasing the addressable markets for our products and services;

•our ability to raise capital;

•the effect of macroeconomic factors, such as increased tariffs and related retaliatory actions, trade barriers, economic downturns, and other business interruptions affecting the global economy and capital markets, such as uncertainty in the global markets, inflation, recessionary trends, or changes in spending by government agencies and contractors;

•the possibility that we may be adversely affected by other economic, business or competitive factors, including supply chain interruptions and developments in alternative technologies, and may not be able to manage other risks and uncertainties;

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•the outcome of any legal proceedings that may be instituted against us;

•changes in applicable laws or regulations;

•the effect of other factors, such as abrupt political change, geopolitics, currency fluctuations, embargoes, shortages, terrorist activity, armed conflict and public health emergencies, on our business; and

•other risks and uncertainties described in this Quarterly Report on Form 10-Q, including risk factors discussed in Part II, Item 1A under the heading, “Risk Factors.”

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Part I - Financial Information

Item 1. Financial Statements

AMPRIUS TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	September 30,		December 31,
(In thousands, except share and par value data)	2025		2024
ASSETS
Current assets:
Cash and cash equivalents	$	73,224	$	55,155
Accounts receivable, net	21,917		5,580
Inventories	4,679		6,574
Prepaid expenses and other current assets	6,884		1,454
Total current assets	106,704		68,763
Non-current assets:
Property, plant and equipment, net	16,334		17,481
Operating lease right-of-use assets, net	32,178		33,512
Other assets	1,256		1,369
Total assets	$	156,472	$	121,125
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	7,843	$	7,424
Accrued and other current liabilities	4,291		4,832
Deferred revenue	705		1,638
Operating lease liabilities	3,215		3,316
Total current liabilities	16,054		17,210
Non-current liabilities:
Operating lease liabilities	34,488		34,443
Deferred grant	2,738		—
Total liabilities	53,280		51,653
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock; $0.0001 par value; 50,000,000 shares authorized; no shares issued and outstanding	—		—
Common stock; $0.0001 par value; 950,000,000 shares authorized; 130,444,128 and 116,934,314 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively	13		12
Additional paid-in capital	297,149		243,794
Accumulated other comprehensive loss	(3)		—
Accumulated deficit	(193,967)		(174,334)
Total stockholders’ equity	103,192		69,472
Total liabilities and stockholders’ equity	$	156,472	$	121,125

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AMPRIUS TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended September 30,				Nine months ended September 30,
(In thousands, except share and per share data)	2025		2024		2025		2024
Revenue	$	21,426	$	7,855	$	47,777	$	13,536
Cost of revenue	18,108		12,956		45,480		29,613
Gross profit (loss)	3,318		(5,101)		2,297		(16,077)
Operating expenses:
Research and development	2,509		1,817		6,674		5,060
Selling, general and administrative	5,501		4,335		16,799		13,367
Total operating expenses	8,010		6,152		23,473		18,427
Loss from operations	(4,692)		(11,253)		(21,176)		(34,504)
Other income, net	800		403		1,543		1,251
Net loss	$	(3,892)	$	(10,850)	$	(19,633)	$	(33,253)
Weighted-average common shares outstanding:
Basic and diluted	126,630,085		110,408,303		122,137,964		99,202,799
Net loss per share of common stock:
Basic and diluted	$	(0.03)	$	(0.10)	$	(0.16)	$	(0.34)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AMPRIUS TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)


	Three months ended September 30,				Nine months ended September 30,
(In thousands)	2025		2024		2025		2024
Net loss	$	(3,892)	$	(10,850)	$	(19,633)	$	(33,253)
Other comprehensive loss:
Change in foreign currency translation adjustment	4		—		(3)		—
Comprehensive loss	$	(3,888)	$	(10,850)	$	(19,636)	$	(33,253)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AMPRIUS TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


	Nine months ended September 30, 2025
	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
(In thousands, except share data)	Shares	Amount
Balance as of December 31, 2024	116,934,314	$	12	$	243,794	$	—	$	(174,334)	$	69,472
Issuance of common stock in connection with the At Market Issuance Sales Agreement, net of issuance cost	2,585,646	—		8,429		—		—		8,429
Issuance of common stock upon exercise of stock options and vesting of restricted stock units	1,026,117	—		48		—		—		48
Stock-based compensation	—	—		1,822		—		—		1,822
Net loss	—	—		—		—		(9,371)		(9,371)
Other comprehensive loss	—	—		—		(4)		—		(4)
Balance as of March 31, 2025	120,546,077	$	12	$	254,093	$	(4)	$	(183,705)	$	70,396
Issuance of common stock in connection with the At Market Issuance Sales Agreement, net of issuance cost	3,175,850	1		9,706		—		—		9,707
Issuance of common stock upon exercise of stock options and vesting of restricted stock units	1,353,910	—		1,018		—		—		1,018
Stock-based compensation	—	—		1,906		—		—		1,906
Net loss	—	—		—		—		(6,370)		(6,370)
Other comprehensive loss	—	—		—		(3)		—		(3)
Balance as of June 30, 2025	125,075,837	$	13	$	266,723	$	(7)	$	(190,075)	$	76,654
Issuance of common stock in connection with the At Market Issuance Sales Agreement, net of issuance cost	3,202,028	—		25,830		—		—		25,830
Issuance of common stock upon exercise of stock options and vesting of restricted stock units	2,166,263	—		2,833		—		—		2,833
Stock-based compensation	—	—		1,763		—		—		1,763
Net loss	—	—		—		—		(3,892)		(3,892)
Other comprehensive income	—	—		—		4		—		4
Balance as of September 30, 2025	130,444,128	$	13	$	297,149	$	(3)	$	(193,967)	$	103,192


	Nine months ended September 30, 2024
	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
(In thousands, except share data)	Shares	Amount
Balance as of December 31, 2023	88,869,463	$	9	$	189,454	$	—	$	(129,663)	$	59,800
Issuance of common stock in connection with the At Market Issuance Sales Agreement, net of issuance cost	2,853,266	—		8,746		—		—		8,746
Issuance of common stock upon exercise of stock options and vesting of restricted stock units	551,436	—		28		—		—		28
Stock-based compensation	—	—		1,247		—		—		1,247
Net loss	—	—		—		—		(9,886)		(9,886)
Balance as of March 31, 2024	92,274,165	$	9	$	199,475	—		$	(139,549)	$	59,935
Issuance of common stock in connection with the At Market Issuance Sales Agreement, net of issuance cost	1,043,053	—		2,074		—		—		2,074
Issuance of common stock upon exercise of stock warrants, net of issuance cost	13,075,664	2		13,626		—		—		13,628
Issuance of common stock upon exercise of stock options and vesting of restricted stock units	1,585,405	—		68		—		—		68
Stock-based compensation	—	—		1,941		—		—		1,941
Net loss	—	—		—		—		(12,517)		(12,517)
Balance as of June 30, 2024	107,978,287	$	11	$	217,184	—		$	(152,066)	$	65,129
Issuance of common stock upon exchange of stock warrants for shares of common stock	3,073,200	—		—		—		—		—
Issuance of common stock upon exercise of stock options and vesting of restricted stock units	287,302	—		—		—		—		—
Stock-based compensation	—	—		1,720		—		—		1,720
Net loss	—	—		—		—		(10,850)		(10,850)
Balance as of September 30, 2024	111,338,789	$	11	$	218,904	$	—	$	(162,916)	$	55,999

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AMPRIUS TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine months ended September 30,
(In thousands)	2025		2024
Cash flows from operating activities:
Net loss	$	(19,633)	$	(33,253)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	5,491		4,908
Depreciation and amortization	3,142		2,917
Amortization of deferred costs	—		1,246
Non-cash operating lease expense	3,857		3,857
Other non-cash items	444		—
Changes in operating assets and liabilities:
Accounts receivable, net	(16,781)		(3,325)
Inventories	1,895		(1,934)
Deferred costs	—		(467)
Prepaid expenses and other current assets	(2,495)		(654)
Other assets	26		(6)
Accounts payable	467		3,287
Accrued and other current liabilities	(538)		(1,383)
Deferred revenue	(933)		(1,617)
Operating lease liabilities	(2,579)		(843)
Net cash used in operating activities	(27,637)		(27,267)
Cash flows from investing activities:
Purchase of property, plant and equipment	(2,043)		(6,834)
Net cash used in investing activities	(2,043)		(6,834)
Cash flows from financing activities:
Proceeds from issuance of common stock in connection with the At Market Issuance Sales Agreement, net	44,053		10,861
Proceeds from issuance of common stock upon exercise of stock warrants	—

SEC Form 10-Q filed by Amprius Technologies Inc.