Amprius Technologies, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation and supervision of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Our disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our CEO and our CFO, as appropriate, to allow timely decisions regarding required disclosure. Based on such evaluation, our CEO and our CFO have concluded that our disclosure controls and procedures were not effective because of our previously identified material weaknesses in internal controls over financial reporting, as described further below, that have not been remediated as of December 31, 2023. However, based on additional procedures and post-closing review that we performed, management concluded that the consolidated financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, our consolidated financial position, consolidated results of operations, and consolidated cash flows as of and for the years presented, in conformity with U.S. GAAP. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-13(f) and 15d-15(f) under the Exchange Act. Our management, with the participation of our CEO and CFO, had assessed the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the 2013 framework established in the “Internal Control-Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such assessment, management has concluded that our internal control over financial reporting was not effective as of December 31, 2023 because of our previously identified material weaknesses that have not been remediated as of December 31, 2023. Those previously identified material weaknesses pertained to (i) inadequate design and maintenance of internal controls over our financial reporting and close activities, and (ii) inadequate segregation of duties. More specifically, the material weaknesses were attributed to our inadequate controls on our implementation, use and monitoring of certain new application systems that were implemented during the current year, which resulted in inadequate review of certain transactions. This Annual Report on Form 10-K does not include an auditor attestation of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act because of our status as an “emerging growth company.” Remediation Plan for Previously Identified Material Weaknesses Our management is in the process of implementing the following: • Enhancing our control activities on our application systems by removing any inappropriate level of access of our employees, periodically reviewing their access, documenting our review of their access, and ensuring that no one from the accounting and finance department can add or modify users in those application systems; • Continuing to enhance our internal controls over the recording of transactions entered into our accounting system, whether automated or manually entered, by ensuring that they are properly reviewed and approved by the appropriate level of personnel; and • Engaging external specialists to assist us in reviewing, testing and monitoring our existing internal controls on a periodic basis, and assist us in designing and implementing new internal controls when a new process is implemented, such as an implementation of a relevant application system. Our management believes that the remediation efforts described above will enable us to address the material weaknesses in a timely manner, maintain a properly designed and effective system of internal controls over financial reporting, and provide appropriate segregation of duties. Our remediation efforts are in progress. We will not be able to demonstrate that the material weaknesses have been fully remediated, or that our controls are operating effectively, until we complete our remediation efforts. We will continue to evaluate the effectiveness of our internal control over financial 85 Table of Contents Index to Consolidated Financial Statements reporting and will continue to make changes that we believe will strengthen our internal control over financial reporting to ensure that our financial statements continue to be fairly stated in all material respects. Changes in Internal Control Over Financial Reporting Except for the activities taken related to the ongoing remediation of the material weaknesses described above, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitation on the Effectiveness of Internal Control Our management, including our CEO and our CFO, do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Item 9B. Other Information Rule 10b5-1 Trading Plans On December 14, 2023 , Dr. Constantin Ionel Stefan , our Chief Technology Officer , entered into a stock trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 Plan”), which has an end date of February 20, 2025. Dr. Stefan’s Rule 10b5-1 Plan provides for the potential sale of up to 617,949 shares of our common stock. On September 15, 2023 , Dr. Kang Sun , our Chief Executive Officer , entered into a Rule 10b5-1 Plan, which has an end date of December 19, 2024. Dr. Sun’s Rule 10b5-1 Plan provides for the potential exercise of stock options and the associated sale of up to 1,078,475 shares of our common stock. On May 12, 2023 , Jonathan Bornstein , our President of Amprius Lab , entered into a Rule 10b5-1 Plan, which has an end date of December 19, 2024. Mr. Bornstein’s Rule 10b5-1 Plan provides for the potential exercise of stock options and the associated sale of up to 2,183,851 shares of our common stock. During our last fiscal quarter, no other director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 86 Table of Contents Index to Consolidated Financial Statements Part III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2023. Item 11. Executive Compensation The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2023. Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2023. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2023. Item 14. Principal Accountant Fees and Services The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2023. 87 Table of Contents Index to Consolidated Financial Statements Part IV Item 15. Exhibit and Financial Statement Schedules (a) We have filed the following documents as part of this Annual Report on Form 10-K: 1. Financial Statements See Index to Consolidated Financial Statements under Part II, Item 8 of this Annual Report on Form 10-K. 2. Financial Statement Schedules All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable or because the information required is already included in the financial statements or the notes to those financial statements. 3. Exhibits The exhibits listed below are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference, in each case as indicated below: Incorporated by Reference Exhibit Number Description Form File No. Exhibit Number Filing Date Filed Herewith 2.1† Business Combination Agreement, dated as of May 11, 2022, by and among Kensington Capital Acquisition Corp. IV, Kensington Capital Merger Sub Corp. and Amprius Technologies, Inc. Form 8-K File No. 001-41314 2.1 May 12, 2022 3.1 Certificate of Incorporation of Amprius Technologies, Inc. Form 8-K File No. 001-41314 3.1 September 16, 2022 3.2 Amended and Restated Bylaws of Amprius Technologies, Inc. Form 8-K File No. 001-41314 3.1 March 23, 2023 4.1 Specimen Common Stock Certificate Form 8-K File No. 001-41314 4.1 September 16, 2022 4.2 Warrant Agreement, dated as of September 14, 2022, between the Company and Continental Stock Transfer & Trust Company, as warrant agent Form 8-K File No. 001-41314 4.2 September 16, 2022 4.3 Form of Warrant Certificate (included in Exhibit 4.2) Form 8-K File No. 001-41314 4.2 September 16, 2022 4.4 Warrant Agreement, dated as of March 1, 2022, between the Company and Continental Stock Transfer & Trust Company Form 8-K File No. 001-41314 4.1 March 4, 2022 4.5 Form of Warrant Certificate (included in Exhibit 4.4) Form 8-K File No. 001-41314 4.1 March 4, 2022 4.6 Description of Capital Stock X 10.1 Registration Rights Agreement, dated September 14, 2022, by and among Amprius Technologies, Inc., Amprius, Inc. and the Original Holder Form 8-K File No. 001-41314 10.1 September 16, 2022 10.2 Form of Indemnification Agreement by and between the Company and its directors and officers Form S-4/A File No. 333-265740 10.12 August 9, 2022 10.3# Confirmatory Employment Letter with Dr. Kang Sun Form 8-K File No. 001-41314 10.3 September 16, 2022 10.4# Confirmatory Employment Letter with Sandra Wallach Form 8-K File No. 001-41314 10.4 September 16, 2022 10.5# Amended and Restated Confirmatory Employment Letter with Jonathan Bornstein Form S-1 File No. 333-267683 10.10 September 30, 2022 10.6# Amended and Restated Confirmatory Employment Letter with Dr. Constantin Ionel Stefan Form S-1 File No. 333-267683 10.11 September 30, 2022 10.7# Amprius Technologies, Inc. 2022 Equity Incentive Plan and forms of agreements thereunder Form 8-K File No. 001-41314 10.7 September 16, 2022 10.8# Amprius Technologies, Inc. 2022 Employee Stock Purchase Plan 424B3 File No. 333-265740 Annex E September 1, 2022 10.9# Amprius Technologies, Inc. Outside Director Compensation Policy Form 8-K File No. 001-41314 10.9 September 16, 2022 88 Table of Contents Index to Consolidated Financial Statements Incorporated by Reference Exhibit Number Description Form File No. Exhibit Number Filing Date Filed Herewith 10.10# Amprius Technologies, Inc. Executive Incentive Compensation Plan Form 8-K File No. 001-41314 10.10 September 16, 2022 10.11# Amprius Technologies, Inc. 2016 Equity Incentive Plan and forms of agreements thereunder Form 8-K File No. 001-41314 10.11 September 16, 2022 10.12 At Market Issuance Sales Agreement, dated October 2, 2023, by and among the registrant, B. Riley Securities, Inc., Cantor Fitzgerald & Co. and H.C. Wainwright & Co., LLC Form S-3 File No. 333-278434 1.2 October 2, 2023 10.13† Exclusive Supply Agreement dated November 28, 2023, by and between the Company and Berzelius (Nanjing) Co. Ltd Form 8-K File No. 001-41314 10.1 January 16, 2024 10.14† Lease, dated January 30, 2019, by and between Los Altos Fields, LLC and Amprius, Inc. Form 8-K File No. 001-41314 10.12 September 16, 2022 10.15 Assignment of Lease, dated May 1, 2022, by and between Amprius, Inc. and Amprius Technologies, Inc. Form 8-K File No. 001-41314 10.13 September 16, 2022 10.16 First Amendment to Lease Agreement, dated January 4, 2023, between the Company and Los Altos Fields, LLC Form10-K File No. 001-41314 10.16 March 30, 2023 10.17 Lease Agreement, dated April 15, 2023, by and between Amprius Technologies, Inc. and Starboard Platform Brighton JV LLC Form 8-K File No. 001-41314 10.1 April 19, 2023 10.18 Form of PIPE Subscription Agreement Form 8-K File No. 001-41314 10.1 September 7, 2022 16.1 Letter from Marcum LLP to the Securities and Exchange Commission, dated September 16, 2022 Form 8-K File No. 001-41314 16.1 September 16, 2022 16.2 Letter from SingerLewak LLP to the Securities and Exchange Commission Form 8-K File No. 001-41314 16.2 September 16, 2022 21.1 List of Significant Subsidiaries X 23.1 Consent of BDO USA, P.C. X 24.1 Power of Attorney (included in the signature page to this Annual Report on Form 10-K) X 31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97.1 C ompensation Recovery Policy X 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X * These certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of the Exchange Act. † Certain schedules and exhibits have been omitted in accordance with Regulation S-K Item 601(a)(5). A copy of any omitted schedule or exhibit will be finished to the SEC upon request. 89 Table of Contents Index to Consolidated Financial Statements # Indicates management contract or compensatory plan. Item 16. Form 10-K Summary None. 90 Table of Contents Index to Consolidated Financial Statements SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. AMPRIUS TECHNOLOGIES, INC. Date: March 28, 2024 By: /s/ Dr. Kang Sun Name: Dr. Kang Sun Title: Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dr. Kang Sun and Sandra Wallach, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /s/ Dr. Kang Sun Chief Executive Officer and Director March 28, 2024 Dr. Kang Sun (Principal Executive Officer) /s/ Sandra Wallach Chief Financial Officer March 28, 2024 Sandra Wallach (Principal Financial and Accounting Officer) /s/ Donald R. Dixon Director March 28, 2024 Donald R. Dixon /s/ Kathleen Ann Bayless Director March 28, 2024 Kathleen Ann Bayless /s/ Dr. Steven Chu Director March 28, 2024 Dr. Steven Chu /s/ Mary Gustanski Director March 28, 2024 Mary Gustanski /s/ Dr. Wen Hsieh Director March 28, 2024 Dr. Wen Hsieh /s/ Justin Mirro Director March 28, 2024 Justin Mirro 91