ampx-20260331

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 March 31, 2026


☐			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 May 1, 2026, the registrant had 141,627,170 shares of common stock, par value $0.0001, outstanding.


			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			26
Item 4. Controls and Procedures			26
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			28
Item 3. Defaults Upon Senior Securities			28
Item 4. Mine Safety Disclosures			28
Item 5. Other Information			28
Item 6. Exhibits			29
Signatures			30


	March 31,		December 31,
(In thousands, except share and par value data)	2026		2025
ASSETS
Current assets:
Cash and cash equivalents	$	62,352	$	90,465
Accounts receivable, net	35,261		23,737
Inventories	8,246		6,735
Prepaid expenses and other current assets	8,095		5,500
Total current assets	113,954		126,437
Non-current assets:
Property, plant and equipment, net	10,746		9,680
Operating lease right-of-use assets, net	6,022		19,518
Other assets	62		1,256
Total assets	$	130,784	$	156,891
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	8,882	$	6,700
Accrued and other current liabilities	3,170		3,666
Deferred grant	2,738		2,738
Deferred revenue	18		100
Operating lease liabilities	1,173		4,665
Total current liabilities	15,981		17,869
Non-current liabilities:
Operating lease liabilities	5,389		35,207

Total liabilities	21,370		53,076
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; 139,284,061 and 134,536,592 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	13		13
Additional paid-in capital	332,795		322,156
Accumulated other comprehensive income	10		4
Accumulated deficit	(223,404)		(218,358)
Total stockholders’ equity	109,414		103,815
Total liabilities and stockholders’ equity	$	130,784	$	156,891


	Three months ended March 31,
(In thousands, except share and per share data)	2026		2025
Revenue	$	28,536	$	11,284
Cost of revenue	22,796		13,645
Gross profit (loss)	5,740		(2,361)
Operating expenses:
Research and development	3,799		2,003
Selling, general and administrative	8,628		5,307

Total operating expenses	12,427		7,310
Loss from operations	(6,687)		(9,671)
Other income, net	1,641		300


Net loss	$	(5,046)	$	(9,371)
Weighted-average common shares outstanding:
Basic and diluted	136,947,076		117,969,812
Net loss per share of common stock:
Basic and diluted	$	(0.04)	$	(0.08)


	Three months ended March 31,
(In thousands)	2026		2025
Net loss	$	(5,046)	$	(9,371)
Other comprehensive income (loss):
Change in foreign currency translation adjustment	6		(4)
Comprehensive loss	$	(5,040)	$	(9,375)


	Three months ended March 31, 2026
	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income ( Loss)		Accumulated Deficit		Total Stockholders’ Equity
(In thousands, except share data)	Shares	Amount
Balance as of December 31, 2025	134,536,592	$	13	$	322,156	$	4	$	(218,358)	$	103,815
Issuance of common stock upon exercise of stock options and vesting of restricted stock units	4,557,105	—		6,686		—		—		6,686
Issuance of common stock upon exchange of stock warrants for shares of common stock	190,364	—		1,895		—		—		1,895
Stock-based compensation	—	—		2,058		—		—		2,058
Net loss	—	—		—		—		(5,046)		(5,046)
Other comprehensive income (loss)	—	—		—		6		—		6
Balance as of March 31, 2026	139,284,061	$	13	$	332,795	$	10	$	(223,404)	$	109,414


	Three months ended March 31, 2025
	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (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 income (loss)	—	—		—		(4)		—		(4)
Balance as of March 31, 2025	120,546,077	$	12	$	254,093	$	(4)	$	(183,705)	$	70,396


	Three months ended March 31,
(In thousands)	2026		2025
Cash flows from operating activities:
Net loss	$	(5,046)	$	(9,371)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	2,058		1,822
Depreciation and amortization	761		943

Loss on termination of lease	166		—
Write-down of property, plant and equipment	77		—
Non-cash operating lease expense	619		1,286

Gain on disposal of property, plant and equipment	(355)		—
Other non-cash items	(22)		275

Changes in operating assets and liabilities:
Accounts receivable, net	(11,489)		(5,092)
Inventories	(1,511)		2,571

Prepaid expenses and other current assets	(2,621)		(1,653)
Other assets	13		10
Accounts payable	1,649		(1,697)
Accrued and other current liabilities	(898)		(2,512)

Deferred revenue	(82)		140
Operating lease liabilities	(20,594)		(848)
Net cash used in operating activities	(37,275)		(14,126)
Cash flows from investing activities:
Purchase of property, plant and equipment	(980)		(913)
Proceeds from the disposal of property, plant and equipment	355		—
Net cash used in investing activities	(625)		(913)
Cash flows from financing activities:
Proceeds from issuance of common stock in connection with the At Market Issuance Sales Agreement, net	—		8,457
Proceeds from exercise of warrants	1,895		—


Proceeds from exercise of stock options	6,686		48
Net cash provided by financing activities	8,581		8,505
Net decrease in cash, cash equivalents and restricted cash equivalents	(29,319)		(6,534)
Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents	6		(4)
Cash, cash equivalents and restricted cash equivalents, beginning of period	91,921		56,411
Cash, cash equivalents and restricted cash equivalents, end of period	$	62,608	$	49,873

Reconciliation of cash, cash equivalents and restricted cash equivalents shown on the condensed consolidated balance sheets:
Cash and cash equivalents	$	62,352	$	48,417
Restricted cash equivalents included in prepaid expenses and other current assets	200		200
Restricted cash equivalents included in other assets	56		1,256
Total cash, cash equivalents and restricted cash equivalents	$	62,608	$	49,873

Supplemental non-cash investing and financing activities:
Unpaid purchases of property, plant and equipment	$	1,247	$	546
Right-of-use asset and operating lease obligations from new lease	$	105	$	—
Right-of-use assets derecognized in connection with lease termination	$	13,362	$	—


	Public warrants	Private warrants	PIPE warrants	Total
Outstanding, December 31, 2025	16,492,472	300,000	2,052,500	18,844,972
Exercise of stock warrants	(10,520)	(110,000)	(132,700)	(253,220)
Outstanding, March 31, 2026	16,481,952	190,000	1,919,800	18,591,752


Year ending December 31:	Amount
Remainder of 2026	$	915
2027	1,268
2028	1,306
2029	1,340
2030	1,367
2031	1,378
Thereafter	698
Total lease payments, net of tenant improvement allowance	8,272
Less - present value adjustments	(1,710)
Total operating lease liabilities	$	6,562


	Three months ended March 31,						Change
	2026			2025			$		%
Revenue	$	28,536		$	11,284		$	17,252	153	%
Cost of revenue	22,796			13,645			9,151		67	%
Gross profit (loss)	5,740			(2,361)			8,101		343	%
Gross margin	20		%	(21)		%
Operating expenses:
Research and development	3,799			2,003			1,796		90	%
Selling, general and administrative	8,628			5,307			3,321		63	%

Total operating expenses	12,427			7,310			5,117		70	%
Loss from operations	(6,687)			(9,671)			2,984		(31)	%
Other income, net	1,641			300			1,341		447	%
Net loss	$	(5,046)		$	(9,371)		$	4,325	(46)	%


	Three months ended March 31,
	2026		2025
North America	$	6,058	$	1,923
EMEA	16,523		6,302
APAC	5,955		3,059
Total	$	28,536	$	11,284


	March 31,		December 31,
	2026		2025
Raw materials	$	305	$	404
Work in process	101		353
Finished goods	7,840		5,978
Inventories	$	8,246	$	6,735


	March 31,		December 31,
	2026		2025
Production equipment	$	2,839	$	2,839
Lab equipment	1,032		1,032
Leasehold improvements	11,162		11,163
Furniture, fixtures and other equipment	219		219
Construction in progress	6,168		4,340
Property, plant and equipment, at cost	21,420		19,593
Less: accumulated depreciation and amortization	(10,674)		(9,913)
Property, plant and equipment, net	$	10,746	$	9,680


	AMPRIUS TECHNOLOGIES, INC.:

May 7, 2026	By:	/s/ Thomas M. Stepien
(Date)		Thomas M. Stepien
		Chief Executive Officer
		(Principal Executive Officer)

May 7, 2026	By:	/s/ Ricardo C. Rodriguez
(Date)		Ricardo C. Rodriguez
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Amprius Technologies Inc.