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Item 9A. Controls and Procedures

2025-03-20 compared with 2024-03-28 · 61 added, 38 removed, 182 unchanged (35% of the section changed)

1 unchanged sentence

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 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 Securities Exchange Act of 1934, as amended (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.

Based on such evaluation, our CEO and our CFO have concluded that our disclosure controls and procedures were effective as of December 31, 2024.

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.

Our management, with the participation of our CEO and CFO, assessed the effectiveness of our internal control over financial reporting as of December 31, 2024 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 effective as of December 31, 2024.

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;

• 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

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.

Remediation of Previously Identified Material Weaknesses

As of December 31, 2023, we had material weaknesses in our internal controls over financial reporting due to the inadequate controls in our implementation, use and monitoring of certain application systems that we implemented in 2023, which resulted in inadequate review of certain transactions.

During the year ended December 31, 2024, our management implemented the following controls to remediate those material weaknesses:

• Enhanced our controls over the use of application systems that we implemented in 2023 by removing 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 could add or modify users in those application systems;

• Enhanced our controls over the recording of transactions entered into our accounting system by ensuring that they were properly reviewed and approved by the appropriate level of personnel;

• Engaged external specialists who assisted us in enhancing, designing, reviewing, testing and monitoring our internal controls on a periodic basis.

As a result of the implementation and enhancement of the internal controls described above, management determined that our material weaknesses had been remediated and our internal control over financial reporting was effective as of December 31, 2024.

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.

Except for the enhancement of our internal controls described above to remediate the previously identified material weaknesses, we have not identified changes in our internal control over financial reporting 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, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Index to Consolidated Financial Statements

Inherent Limitation on the Effectiveness of Internal Control

10 unchanged sentences

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.

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.

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.

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.

Departure of Directors or Certain Officers.

On March 17, 2025, Jonathan Bornstein, President of Amprius Lab, informed us of his plans to retire, following 12 years of dedicated service at the Company.

His last day with the Company will be April 4, 2025.

Aaron Bakke, who currently serves as Vice President of Operations, has been promoted as General Manager of US Operations effective April 4, 2025.

Bakke, age 47, joined the Company in September 2019.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

2 unchanged sentences

The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024.

We have adopted an insider trading policy which governs transactions involving our securities by our directors, officers, employees, consultants, contractors, and advisors.

It is our policy to comply with applicable securities laws and regulations when engaging in transactions in our own securities.

We believe that our insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us.

A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

Executive Compensation

45 unchanged sentences

4.6 Description of Capital Stock

Form 10-K File No.

001-41314 4.6 March 28, 2024

4.7 First Amendment to Warrant Agreement, dated as of May 13, 2024, by and between the Company and Continental Transfer & Trust Company

Schedule TO File No.

005-93595 (d)(2) May 13, 2024

10.1 Registration Rights Agreement, dated September 14, 2022, by and among Amprius Technologies, Inc., Amprius, Inc.

14 unchanged sentences

333-267683 10.10 September 30, 2022

Index to Consolidated Financial Statements

Incorporated by Reference

Exhibit Number Description Form File No.

Exhibit Number Filing

Date Filed Herewith

10.6# Amended and Restated Confirmatory Employment Letter with Dr.

14 unchanged sentences

001-41314 10.9 September 16, 2022

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.

9 unchanged sentences

Wainwright & Co., LLC

Form S-3 File No.

333-278434 1.2 October 2, 2023

Exclusive Supply Agreement dated November 28, 2023, by and between the Company and Berzelius (Nanjing) Co.

10.13† Exclusive Supply Agreement dated November 28, 2023, by and between the Company and Berzelius (Nanjing) Co., Ltd.

Form 8-K File No.

17 unchanged sentences

001-41314 10.1 September 7, 2022

10.19 Tender and Support Agreement, dated June 24, 2024, by and among the Company, Justin Mirro and Kensington Capital Partners, LLC

Form S-4 File No.

333-280445 10.19 July 3, 2024

Amprius, Inc.

2008 Stock Plan and form of option award agreement thereunder

Form S-4 File No.

333-272466 10.21 June 7, 2023

Amprius, Inc.

Second Equity Incentive Plan and form of option award agreement thereunder

Form 8-K File No.

001-41314 10.2 October 23, 2024

Lock-Up Agreement, dated as of October 23, 2024, by and among Amprius Technologies, Inc.

and the other parties thereto

Form 8-K File No.

001-41314 10.3 October 23, 2024

16.1 Letter from Marcum LLP to the Securities and Exchange Commission, dated September 16, 2022

4 unchanged sentences

001-41314 16.2 September 16, 2022

19.1 A mprius Techn o logies , Inc.

Insider Trading Policy

21.1 List of Significant Subsidiaries

2 unchanged sentences

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

Index to Consolidated Financial Statements

Incorporated by Reference

Exhibit Number Description Form File No.

Exhibit Number Filing

Date Filed Herewith

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

3 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1 C ompensation Recovery Policy

97.1 Compensation Recovery Policy

Form 10-K File No.

001-41314 97.1 March 28, 2024

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.

8 unchanged sentences

A copy of any omitted schedule or exhibit will be finished to the SEC upon request.

Index to Consolidated Financial Statements

# Indicates management contract or compensatory plan.

20 unchanged sentences

Steven Chu Director March 20, 2025

/s/ Mary Gustanski Director March 28, 2024

Mary Gustanski

Wen Hsieh Director March 20, 2025

/s/ Justin Mirro Director March 28, 2024

/s/ Livingston Satterthwaite Director March 20, 2025

Livingston Satterthwaite

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures