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 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 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, 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 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; and • 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 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. 81 Table of Contents Index to Consolidated Financial Statements 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 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. Mr. Bakke, age 47, joined the Company in September 2019. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 82 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 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. Item 11. Executive Compensation 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. 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 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024. 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 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024. Item 14. Principal Accountant Fees and Services 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. 83 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 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. 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 84 Table of Contents 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. 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 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 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 10.20 Amprius, Inc. 2008 Stock Plan and form of option award agreement thereunder Form S-4 File No. 333-272466 10.21 June 7, 2023 10.21 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 10.22 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 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 19.1 A mprius Techn o logies , Inc. Insider Trading Policy X 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 85 Table of Contents 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 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 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. 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. # Indicates management contract or compensatory plan. Item 16. Form 10-K Summary None. 86 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 20, 2025 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 20, 2025 Dr. Kang Sun (Principal Executive Officer) /s/ Sandra Wallach Chief Financial Officer March 20, 2025 Sandra Wallach (Principal Financial and Accounting Officer) /s/ Donald R. Dixon Director March 20, 2025 Donald R. Dixon /s/ Kathleen Ann Bayless Director March 20, 2025 Kathleen Ann Bayless /s/ Dr. Steven Chu Director March 20, 2025 Dr. Steven Chu /s/ Dr. Wen Hsieh Director March 20, 2025 Dr. Wen Hsieh /s/ Livingston Satterthwaite Director March 20, 2025 Livingston Satterthwaite 87