What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-06 compared with 2025-03-20 · 103 added, 98 removed, 198 unchanged (50% of the section changed)

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As a result of many factors, including those factors set forth in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this Form 10-K, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

We develop, manufacture and market lithium-ion batteries for mobility applications, including the aviation, electric vehicle (“EV”) and light electric vehicle (“LEV”) industries.

We develop, manufacture and market lithium-ion batteries for mobility applications, including aviation, ground and marine vehicles.

We have been in commercial battery production since 2018 and our disruptive silicon anode technology is intended to enable batteries with higher energy density, higher power density and fast charging capabilities over a wide range of operating temperatures.

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We believe our proprietary technology has the potential for broad application in electric transportation.

Our batteries and their performance specifications have been tested and validated for application by various customers, including our longtime partners such as AALTO Airbus, AeroVironment, BAE Systems, Kraus Hamdani Aerospace, Teledyne FLIR and the U.S.

Our total customer engagements since inception grew to over 260 with shipments to 235 customers during the year ended December 31, 2024.

In addition, from our inception through December 31, 2024, we

Index to Consolidated Financial Statements

have shipped over 800,000 units of batteries, which have enabled mission critical applications.

Our total customer engagements since inception grew to over 500 with shipments to hundreds of customers during the year ended December 31, 2025.

In addition, from our inception through December 31, 2025, we have shipped over 4.2 million units of batteries, which have enabled mission critical applications.

Our proprietary silicon anode structures, battery cell designs and manufacturing processes are protected by our portfolio of patents, trade secrets and know-how developed over 15 years of research and development.

We currently offer high performance silicon anode batteries under the following product platforms:

(i) SiCore and (ii) SiMaxx.

Our SiCore batteries were developed in collaboration with Berzelius.

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We entered into manufacturing supply agreements with three global contract manufacturing companies, which provided us an opportunity to rapidly scale production and ship a large volume of SiCore batteries to our customers.

As of December 31, 2024, we had access, through our manufacturing supply agreements with our global contract manufacturers, to annual production of up to 800 MWh of SiCore batteries in pouch form and up to 1 GWh of SiCore batteries in cylindrical form.

Our SiMaxx batteries are currently manufactured at our facility in Fremont, California.

We believe that the demand for our SiMaxx batteries exceeds our existing kWh-scale manufacturing capacity and, in order to support such demand, we are expanding this facility into a MWh-scale manufacturing facility.

The completion of the expansion has been delayed through the first quarter of 2025 due to a delay in our customers’ order commitments.

We believe that this facility will be able to manufacture batteries up to 2 MWh capacity annually when our expansion is completed, which is approximately 10 times our existing production capacity.

As of December 31, 2025, we had access, through our manufacturing supply agreements with our global contract manufacturers, including the addition of a consortium of South Korean companies that contribute capabilities across the lithium-ion battery value chain (the “Amprius Korea Battery Alliance”), to annual production exceeding 2.0 GWh of SiCore batteries in pouch, cylindrical and prismatic formats.

During 2025, we manufactured our SiMaxx batteries in our facility in Fremont, California.

To support increased demand for our SiCore batteries, as of December 2025 and going forward into 2026, we are expanding this facility to increase the capacity of our pilot line to 10 MWh and expand our capabilities to support quick turn SiCore customer prototypes.

This expansion is accelerated by our contract with the DIU.

In April 2023, we entered into a lease agreement to lease approximately 774,000 square feet of premises in Brighton, Colorado and announced a plan to build a GWh-scale manufacturing facility in those premises.

As of December 31, 2025, we completed our pre-construction planning for this facility.

However, the scope and schedule of the construction of this facility will be determined based on, among other factors, the availability and timing of funding.

In addition, we are currently monitoring the larger industry dynamics.

Changes in demand, supply, battery cost structure, government incentives, trade tariffs, and other considerations may also influence our decision, including whether to proceed with the construction at all.

However due to larger industry dynamics, particularly our ability to access global contract manufacturing to rapidly service the demand from our customers, we recorded a $19.1 million impairment charge to the associated right-of-use asset and construction-in-progress to reflect our intention to terminate the lease of the Brighton facility.

On January 30, 2026, we entered into an agreement with the lessor to terminate this lease in exchange for a one-time payment of $20.0 million.

The termination of the lease will be reflected in our financial results in our fiscal first quarter of 2026.

We believe that our contract manufacturing strategy enables rapid capacity expansion with minimal capital investment.

Sales Agreement

On October 2, 2023, we entered into the Sales Agreement with the Sales Agents, pursuant to which we may offer and sell, from time to time, through or to any Sales Agent, shares of our common stock with an aggregate offering price of not more than $100.0 million, as described in the prospectus supplement, dated October 10, 2023, filed with the SEC.

On December 4, 2025, we completed the sale of shares of our common stock available under the Sales Agreement.

During the year ended December 31, 2025 and from the date of the Sales Agreement through December 31, 2025, we sold shares of our common stock under the Sales Agreement resulting in aggregate net proceeds of approximately $63.7 million and $97.5 million, respectively.

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Establishing Global Network of Contract Manufacturing Partnerships

As of December 31, 2024, we produce SiCore batteries by leveraging Berzelius’ existing production line and through our manufacturing supply agreements with three global contract manufacturers.

As of December 31, 2025, we produce SiCore batteries by leveraging Berzelius’ existing production line and through our manufacturing supply agreements with global contract manufacturers, including our participation in the Amprius Korea Battery Alliance.

In order to meet the increased demand for our SiCore batteries, we plan to expand our global network of contract manufacturing partnerships in the future.

Some of the challenges that we may encounter when we enter into a manufacturing supply arrangement include, among others, risk of losing control over the manufacturing process of our SiCore batteries, which could lead to quality control issues, delay in production, increase in production costs, and non-compliance with our established standards.

In addition, we may encounter a risk of losing control of some of our intellectual property.

While we plan to set up business processes, including adding oversight and quality control procedures, in order to manage our contract manufacturing supply arrangements, there can be no assurance that such processes will be effective.

In 2024, we entered into manufacturing supply agreements with three global contract manufacturing companies.

As of December 31, 2024, we had access, through our manufacturing supply agreements with our global contract manufacturers, to annual production of up to 800 MWh of

Some of the challenges that we may encounter when we enter into a manufacturing supply arrangement include, among others, supply chain risks, risk of losing control over the manufacturing process of our SiCore batteries, which could lead to quality control issues, delay in production, increase in production costs, and non-compliance with our established standards.

In addition, we may encounter a risk of losing control of some of

Index to Consolidated Financial Statements

SiCore batteries in pouch form and up to 1 GWh of SiCore batteries in cylindrical form.

our intellectual property.

As of December 31, 2025, we had access, through our manufacturing supply agreements with our global contract manufacturers including the Amprius Korea Battery Alliance, to annual production exceeding 2.0 GWh of SiCore batteries in pouch, cylindrical and prismatic formats.

These agreements provide us an opportunity to scale production and ship a large volume of SiCore batteries to our customers.

In addition, if we partner with other contract manufacturers in the future, we plan to select large, experienced and reputable contract manufacturing companies.

Establishing Manufacturing Capacity

Although, as of December 31, 2024, we had access to annual production of up to 800 MWh of SiCore batteries in pouch form and up to 1 GWh of SiCore batteries in cylindrical form through our existing manufacturing supply agreements with our global contract manufacturers, we believe that expanding our existing manufacturing facility would help us meet the growing demand of our customers.

In order to meet the increased demand for our batteries, we are expanding our existing manufacturing capacity in Fremont, California.

The completion of the expansion has been delayed through the first quarter of 2025 due to a delay in our customers’ order commitments.

We believe that this facility will be able to manufacture batteries up to 2 MWh capacity annually when our expansion is completed, which is approximately 10 times our existing production capacity.

We have also announced a plan to build a GWh-scale manufacturing facility in our leased premises in Brighton, Colorado.

As of December 31, 2024, we completed our pre-construction planning for this facility.

However, the scope and schedule of the construction of this facility will be determined based on, among other factors, the availability and timing of funding.

In addition, we are currently monitoring the larger industry dynamics.

Achieving capacity at commercial scale of our high energy density lithium-ion batteries may require us to make significant and increasing capital expenditures to scale our manufacturing capacity and improve our supply chain processes.

As of December 31, 2025, we had access to annual production exceeding 2.0 GWh of SiCore batteries in pouch, cylindrical and prismatic formats through our existing manufacturing supply agreements with our global contract manufacturers, including the Amprius Korea Battery Alliance.

During 2025, we manufactured our SiMaxx batteries in our facility in Fremont, California.

To support increased demand of our SiCore batteries, as of December 2025 and going forward into 2026, we are expanding this facility to increase the capacity of our pilot line to 10 MWh and expand our capabilities to support quick turn SiCore customer prototypes.

This expansion is accelerated by our contract with the DIU.

In April 2023, we entered into a lease agreement to lease approximately 774,000 square feet of premises in Brighton, Colorado.

As of December 31, 2025, due to larger industry dynamics, particularly our ability to access global contract manufacturing to rapidly service the demand from our customers, we recorded $19.1 million in impairment charges to the associated right-of-use asset and construction-in-progress to reflect our intention to terminate the lease of the Brighton facility.

On January 30, 2026, we entered into an agreement with the lessor to terminate this lease in exchange for a one-time payment of $20.0 million.

The termination of the lease will be reflected in our financial results in our fiscal first quarter of 2026.

We believe that our contract manufacturing strategy enables rapid capacity expansion with minimal capital investment.

Achieving capacity at commercial scale of our high energy density lithium-ion batteries may require us to make significant and increasing capital expenditures to scale our contract manufacturing capacity and improve our supply chain processes.

Our ability in the future to generate revenue sufficient to achieve profitability will depend largely on our ability to scale production to meet the expected market demand for our products.

Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical results of operations.

The fiscal 2026 National Defense Authorization Act (“NDAA”) includes new provisions and rules that are expected to impact battery suppliers to the United States Government over the next several years.

Defense contractors must adapt to new restrictions regarding the source of battery components and materials.

Our contract with the DIU includes provisions for us to research and adapt our supply chain to meet the new requirements.

Highly Competitive Market

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We believe the manufacturers of these batteries will continue to invest funds, time and effort to improve the capabilities of their batteries with the recent developments of silicon anode batteries as a potential alternative to conventional graphite batteries.

Currently, we believe that we are the only known manufacturer using a 100% silicon anode that is free of any inactive additives.

Currently, we believe that we have the only known anode technology using a 100% silicon anode that is free of any inactive additives.

In addition, we believe that we are the leading company in the market that has a high-performance battery that can meet the requirements of aviation and LEV applications.

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We expect to continue investing in the development of battery technology with the goal of enabling commercial production.

We continue to develop customized battery solutions and deliver standardized samples (i.e., prototypes) of batteries to industry leading manufacturers as well as to certain federal government agencies.

We continue to develop customized battery solutions and deliver standardized samples (i.e., prototypes) of

Index to Consolidated Financial Statements

batteries to industry leading manufacturers as well as to certain federal government agencies.

We plan to focus our research and development on the following key areas:

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As we expand our customer base, we expect to develop larger form factor batteries for broader electrified transportation applications.

Index to Consolidated Financial Statements

As a result of these efforts, our goal is to fully realize the benefits of our silicon anode technology and develop the highest performing products in the market.

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As future regulatory changes are uncertain, we are unable to measure the impact of such changes on our business and our results of operations.

Abrupt political change, terrorist activity, and armed conflict has had an adverse impact on the global economy and financial markets.

Although our business has not been directly impacted by such events, as we have no assets or operations, and we have not purchased materials from Russia, Belarus, Ukraine or the Middle East, it is impossible to predict the extent to which our operations, or those of our customers, suppliers and manufacturers, will be impacted in the short and long term, or the ways in which the conflict may impact our business.

Abrupt political change, terrorist activity, and armed conflict, including the conflicts between Ukraine and Russia and in the Middle East has had an adverse impact on the global economy and financial markets.

Although our business operations have not been directly impacted by such events to date, our batteries are incorporated into end products that are used by defense industry customers in jurisdictions experiencing military conflict.

As a result, any cessation or escalation of such conflicts could limit economic activity in the affected regions or impact our future sales.

Conversely, any cessation or de-escalation of these conflicts could alter regional market dynamics and competitive conditions, which may create both opportunities and challenges.

For example, while there is risk that a cessation of hostilities could curb demand for our products, due to a decrease of the need for combat zone drones, it is also possible that a cessation of hostilities could result in increased demand for our batteries for use in proactive defense, peace keeping or reconstruction efforts.

The conflicts in these regions could impact our operations and sales, as well as those of our customers, suppliers and manufacturers, and we are not able to accurately predict the timing, outcome or broader impact to our financial condition and results of operations.

In addition, we face risks related to significant changes in the United States’ trade policy, such as the imposition or plan to impose significant tariffs on certain product categories imported from China and other countries.

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We recognize revenue at the point in time when control is transferred to the customers, which is generally (i) upon shipment, in the case of sale of finished battery products, and (ii) upon completion and/or delivery of prototype batteries, in the case of customization design services.

We also receive government grants from time to time, which we present as a component of revenue.

We recognize and measure government grants at fair value when there is a reasonable assurance that we will comply with the conditions of the grants and we will receive the grants.

We also receive government grants and related arrangements from time to time, which we may present as a component of revenue or other income, and if related to assets as deferred grants, depending on the nature of the arrangement.

We recognize and measure government grants at fair value when there is a reasonable assurance that we will

Index to Consolidated Financial Statements

comply with the conditions of the grants and we will receive the grants.

We recognize government grants on a systematic basis over the periods in which we recognize as expenses the related costs for which the grants are intended to compensate.

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Research and Development (“R&D”) Expenses

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alternative future use, and allocation of overhead costs, which include utilities, rent, depreciation expense and other facilities-related costs.

R&D expenses consist mainly of personnel-related expenses such as salaries, employee benefits and stock-based compensation expense of our R&D personnel, outside contractors, materials, R&D equipment for which there is no alternative future use, and allocation of overhead costs, which include utilities, rent, depreciation expense and other facilities-related costs.

Our R&D activities include the conceptual formulation and design of preproduction experimental prototypes and models.

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We expect that our selling, general and administrative expenses will increase for the foreseeable future primarily due to costs for compliance-related requirements resulting from being a public company and investment in additional SG&A personnel to support the growth of our business.

Loss on Retirement of Property, Plant and Equipment

Loss on retirement of property, plant during the year ended December 31, 2024 pertained to the retirement of certain equipment that management decided not to use for our operations.

In addition, such equipment had no alternative use.

Impairment and other

During the year ended December 31, 2025, these charges related to the impairment of the right-of-use asset for the lease of the Brighton, Colorado facility and related construction-in-progress for drawings and plans at that facility as well as the retirement of certain equipment in our Fremont, California facility that management decided to no longer use in our operations.

Other Income, Net

Other income, net consists mainly of interest income.

Other expense during the year ended December 31, 2023 pertained mainly to a non-recurring loss on write-off of deferred stock issuance costs.

Other income, net consists mainly of interest income and the receipt in fiscal 2025 of a Federal manufacturing tax credit.

Provision for Income Taxes

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federal and state net deferred tax assets because it is not more likely that our deferred tax assets will be recoverable.

Index to Consolidated Financial Statements

Results of Operations

Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024

The following table summarizes our results of operations during the years ended December 31, 2024 and 2023 (amounts in thousands):

The following table summarizes our results of operations during the years ended December 31, 2025 and 2024 (Dollars in thousands):

Year ended December 31, Change

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Cost of revenue 64,747 42,497 22,250 52 %

Gross loss (18,330) (14,676) (3,654) 25 %

Gross profit (loss) 8,264 (18,330) 26,594 (145) %

Gross margin 11% (76)%

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Selling, general and administrative 22,956 18,726 4,230 23 %

Loss on retirement of property, plant and equipment 1,862 — 1,862 — %

Impairment and other 22,524 1,862 20,662 1110 %

Total operating expenses 54,910 27,932 26,978 97 %

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Other income, net:

Interest income and other 1,591 2,514 (923) (37) %

Loss on write-off of deferred stock issuance costs — (581) 581 (100) %

Interest income and other, net 2,622 1,591 1,031 65 %

Total other income, net 2,622 1,591 1,031 65 %

Net loss $ (44,024) $ (44,671) $ 647 (1) %

Index to Consolidated Financial Statements

Cost of revenue and operating expenses reported above include stock-based compensation as follows (amounts in thousands):

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Cost of revenue increased by $22.2 million, or 52%, to $64.7 million during the year ended December 31, 2025 from $42.5 million in the prior year.

The increase was primarily due to the increase in the volume of purchases for resale of finished SiCore batteries, as well as the increase in costs to produce SiMaxx batteries including increases in personnel-related costs, the cost of materials, and overhead-related costs, primarily shared-facility costs, equipment and utilities.

The increase was primarily due to the increase in the volume of purchases for resale of finished SiCore batteries, as well as costs to produce SiMaxx batteries including personnel-related costs, the cost of materials, and overhead-related costs, primarily shared-facility costs, equipment and utilities.

Cost of revenue includes cost related to our facility in Brighton, Colorado, that decreased to $6.6 million during the year ended December 31, 2025 from $9.8 million in the prior year.

These were primarily facility-related costs for the lease that we terminated in January 2026.

Research and Development (“R&D”) Expense

R&D expense increased by $2.1 million, or 28%, to $9.4 million during the year ended December 31, 2025 from $7.3 million in the prior year.

The increase was primarily due to the increase in R&D headcount, which resulted in the increase in personnel-related costs, including stock-based compensation expense, and increase in overhead-related costs, primarily shared-facility costs, equipment and utility costs.

The increase was primarily due to the increase in R&D headcount, which resulted in the

Index to Consolidated Financial Statements

increase in personnel-related costs, including stock-based compensation expense, and increase in overhead-related costs, primarily shared-facility costs, equipment and utility costs.

Selling, General and Administrative (“SG&A”) Expense

SG&A expense decreased by $1.7 million, or 8%, to $18.7 million during the year ended December 31, 2024 from $20.4 million in the prior year.

The decrease was primarily due to a $5.3 million decrease in non-recurring professional fees and corporate insurance costs, including a decrease in directors’ and officers’ insurance costs, offset by a $3.6 million increase in personnel-related and other administrative costs, including an increase in stock-based compensation expense, due to the hiring of additional SG&A personnel.

Loss on Retirement of Property, Plant and Equipment

The $1.9 million loss on retirement of property, plant and equipment during the year ended December 31, 2024 pertained to the retirement of certain equipment that management decided not to use for our operations.

In addition, such equipment had no alternative use.

SG&A expense increased by $4.2 million, or 23%, to $23.0 million during the year ended December 31, 2025 from $18.7 million in the prior year.

The increase was primarily due to increases of $2.0 million in personnel-related costs related to hiring additional personnel and $2.2 million in professional fees and other administrative costs, partially offset by a decrease in corporate insurance costs, including a decrease in directors’ and officers’ insurance costs.

Impairment and other

The $22.5 million impairment and other during the year ended December 31, 2025 included $14.4 million for the impairment of the right-of-use asset and $4.7 million for construction-in-progress assets for the Brighton, Colorado facility as well as $3.5 million pertaining to the retirement of certain equipment at our Fremont facility.

During the year ended December 31, 2024, we recognized a $1.9 million similar loss associated with the retirement of certain production equipment at our Fremont facility due to a change in our operating plans.

Other Income, Net

Other income, net decreased by $0.3 million, or 18%, to $1.6 million during the year ended December 31, 2024 from $1.9 million in the prior year.

The net decrease was primarily due to a decrease in interest income, offset by a $0.6 million non-recurring loss on write-off of deferred stock issuance costs in the prior year.

Other income, net increased by $1.0 million, or 65%, to $2.6 million during the year ended December 31, 2025 from $1.6 million in the prior year.

The net increase was primarily due to receipt of a $0.5 million Federal manufacturing tax credit and $0.4 million proceeds from a government contract as well as an increase in interest income.

Liquidity and Capital Resources

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To meet our obligations, we must continually have sufficient liquid assets.

Index to Consolidated Financial Statements

During the years ended December 31, 2024 and 2023, we have financed our operations primarily though revenue generated from operations and proceeds from the issuance of shares of our common stock.

During the years ended December 31, 2025 and 2024, we have not incurred debt and have financed our operations primarily though revenue generated from operations and proceeds from the issuance of shares of our common stock.

We expect to rely on our cash and cash equivalents, which was $90.5 million as of December 31, 2025, and revenue that we expect to generate from operations to meet our working capital and capital expenditure requirements for a period of at least twelve months from the date our financial statements included in this Annual Report on Form 10-K are issued.

As described below, we may receive additional cash if we sell shares of our common stock under the At Market Financing and if our stock warrants are exercised for cash.

Under the At Market Financing, we may receive additional cash from the offering and sale of our shares of our common stock with an aggregate offering price of not more than $100.0 million.

From the date of the Sales Agreement through December 31, 2024, the cumulative proceeds from the sales of shares of our common stock under the Sales Agreement totaled $33.8 million.

As of December 31, 2024, the remaining cash that we could potentially raise under the At Market Financing was approximately $66.2 million.

However, future sales, if any, of shares of common stock under the At Market Financing will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of our common stock and determinations by us as to appropriate sources of funding for our business and operations.

We cannot guarantee the extent to which we may be able to raise funds through the At Market Financing.

As described below, we may receive additional cash if our stock warrants are exercised for cash.

As of December 31, 2025, we had completed the sale of shares of our common stock available under the Sales Agreement.

The At Market Financing Sales Agreement provided the ability to receive additional cash from the offering and sale of our shares of our common stock with an aggregate offering price of not more than $100.0 million.

From the date of the Sales Agreement through December 31, 2025, the cumulative net proceeds from the sales of shares of our common stock under the Sales Agreement totaled $97.5 million.

As of December 31, 2025, there is no remaining cash that we could potentially raise under the At Market Financing.

We may also receive additional cash from our outstanding stock warrants if those stock warrants are exercised for cash.

During the year ended December 31, 2024, we offered the holders of the public and private warrants the opportunity to exercise, for cash, their warrants at a temporarily reduced exercise price of $1.10 per warrant, and we also made a separate tender offer to the holders of private warrants to exchange their warrants, on a cashless basis, for shares of our common stock.

On May 13, 2024, we offered the holders of the public and private warrants the opportunity to exercise, for cash, their warrants at a temporarily reduced exercise price of $1.10 per warrant, and we also made a separate tender offer to the holders of private warrants to exchange their warrants, on a cashless basis, for shares of our common stock.

The net proceeds from our cash tender offer, which expired on June 11, 2024, totaled $13.6 million.

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We believe that the likelihood that warrant holders will exercise the warrants and any cash proceeds that we would receive is dependent upon market conditions.

Index to Consolidated Financial Statements

Our ability to become profitable is dependent upon future events, including obtaining adequate financing to fund our business plan, optimizing our manufacturing capacity, obtaining adequate supplier relationships, building our customer base, successfully executing our business and marketing strategy and hiring appropriate personnel.

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We expect that the additional net losses in the future could be attributed to an increase in our operating expenses as we increase our headcount and incur costs to continue developing new products and other R&D initiatives.

We also expect that our capital expenditure requirements may increase materially as we continue to expand our kWh-scale manufacturing facility in Fremont, California into a MWh-scale manufacturing facility and as we plan to build a GWh-scale manufacturing facility in Brighton, Colorado.

The completion of the expansion of our Fremont, California facility had been delayed through the first quarter of 2025 due to the delay in our customers’ order commitments.

As of December 31, 2024, we completed our pre-construction planning to build a GWh-scale manufacturing facility on our leased premises in Brighton, Colorado.

However, the scope and schedule of the construction of this facility will be determined based on, among other factors, the availability and timing of funding.

In addition, we are currently monitoring the larger industry dynamics.

We also expect that our capital expenditure requirements may increase materially as we build out our 10 MWh manufacturing pilot line in Fremont, California, though this expansion is partially funded through our $14.8 million contract with the DIU.

In April 2023, we entered into a lease agreement to lease approximately 774,000 square feet of premises in Brighton, Colorado.

As of December 31, 2025, due to larger industry dynamics, particularly our ability to access global contract manufacturing to rapidly service the demand from our customers, we recorded an $19.1 million impairment charge to the associated right-of-use asset and construction-in-progress to reflect our intention to terminate the lease of the Brighton facility.

On January 30, 2026, we entered into an agreement with the lessor to terminate the lease in exchange for a one-time payment of $20.0 million.

The termination of the lease will be reflected in our financial results in our fiscal first quarter of 2026.

Our contract manufacturing strategy enables rapid capacity expansion with minimal capital investment.

As of December 31, 2025, our contractual obligations consisted primarily of our noncancellable operating lease agreements for our corporate headquarters and manufacturing facilities in Fremont, California and in Brighton, Colorado.

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Approximately $4.9 million of which is payable over the next twelve months.

Please refer to Note 9 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information about our leases.

On January 30, 2026, we entered into an agreement with the lessor to terminate the lease of the Brighton facility in exchange for a one-time payment of $20.0 million.

The termination of the lease is not adjusted in our December 31, 2025 results and will be reflected in our financial results in our fiscal first quarter of 2026.

Please refer to Note 9 and Note 12 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information about our leases.

To the extent that our resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing.

If financing is not available, or if the terms of financing are less desirable than we expect, we may

Index to Consolidated Financial Statements

be forced to take actions to reduce our capital or operating expenditures, including by reducing or delaying our production capacity expansion, which may adversely affect our business, operating results, financial condition and prospects.

If financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to take actions to reduce our capital or operating expenditures, including by reducing or delaying our production capacity expansion, which may adversely affect our business, operating results, financial condition and prospects.

The following table summarizes our cash flows from operating, investing and financing activities for the periods presented (in thousands):

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Net Cash Used in Operating Activities

Our primary source of cash provided by operations is revenue from the sale of batteries and from non-recurring customization design services.

Our primary source of cash provided by operations is revenue from the sale of batteries and proceeds from a government grant.

Our uses of cash in our operating activities primarily include payments for personnel-related costs, procurement of SiCore batteries, procurement of materials used to produce SiMaxx batteries and to conduct research, as well as professional fees, and other general corporate expenses.

Net cash used in operating activities increased to $33.4 million during the year ended December 31, 2024 from $25.6 million during the year ended December 31, 2023 primarily due to the increase in the volume of purchases for resale of finished SiCore batteries and personnel-related costs as we hired additional employees.

Net cash used in operating activities decreased, to $31.1 million during the year ended December 31, 2025 from $33.4 million during the year ended December 31, 2024 primarily due to activity related to our 202% increase in revenue.

Index to Consolidated Financial Statements

Net Cash Used in Investing Activities

Our primary use of cash in investing activities is for purchases of property, plant and equipment.

Net cash used in investing activities decreased to $3.2 million during the year ended December 31, 2024 from $17.6 million during the year ended December 31, 2023 primarily due the timing of the construction of leasehold improvements in our manufacturing facilities and the timing of purchases of other production equipment in connection with our planned expansion as well as a $4.2 million refund that we received during the fourth fiscal quarter of 2024 pertaining to a cash deposit that we made to a vendor in 2023 related to plans to expand our manufacturing capacity.

Net cash used in investing activities increased to $4.4 million during the year ended December 31, 2025 from $3.2 million during the year ended December 31, 2024 primarily due the timing of equipment purchases and the construction of leasehold improvements in our manufacturing facility at Fremont in connection with our planned expansion.

Net Cash Provided by Financing Activities

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Net cash provided by financing activities increased to $71.0 million during the year ended December 31, 2025 from $47.2 million during the year ended December 31, 2024.

Our primary source of cash from financing activities during the year ended December 31, 2024 consisted primarily of the net proceeds from the issuance of common stock under the Sales Agreement and exercise of our public and private warrants.

Our primary source of cash from financing activities in the prior year consisted primarily of the net proceeds from the issuance of common stock in connection with the Common Stock Purchase Agreement with B.

Riley Principal Capital II, LLC, which was terminated in October 2023.

Our primary sources of cash from financing activities for the year ended December 31, 2025 consisted of the net proceeds from the issuance of common stock under the Sales Agreement and the exercise of stock options, and for the year ended December 31, 2024 consisted of the net proceeds from the issuance of common stock under the Sales Agreement and the exercise of our public and private warrants.

Related Party and Other Transactions

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Those shares that were contributed to us were immediately cancelled and returned to our authorized but unissued share capital.

Please refer to Notes 1 and 7 to our consolidated financial statements included elsewhere in this Annual Report on

Index to Consolidated Financial Statements

Form 10-K for additional information about the liquidation and dissolution of Amprius Holdings and the assumption of its outstanding options.

Please refer to Notes 1 and 7 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information about the liquidation and dissolution of Amprius Holdings and the assumption of its outstanding options.

Other Transactions

Our CEO serves as a member of the board of directors of Berzelius and its holding company.

As of December 31, 2024 and 2023, our CEO and our company had no direct or indirect controlling interest in Berzelius and its affiliates and, similarly, Berzelius and its affiliates had no direct or indirect controlling interest in our company.

Kang Sun, our then CEO at December 31, 2025, and our current director, serves as a member of the board of directors of Berzelius and its holding company.

As of December 31, 2025 and 2024, Dr.

Sun and our company had no direct or indirect controlling interest in Berzelius and its affiliates and, similarly, Berzelius and its affiliates had no direct or indirect controlling interest in our company.

We developed our SiCore batteries through our collaboration with Berzelius.

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As of December 31, 2025, we had no purchase commitments with Berzelius.

Our CEO also served as a member of the board of directors of Amprius Wuxi Co., Ltd (“Wuxi”), a former subsidiary of Amprius Holdings, until November 2023.

We also purchased, and may continue to purchase, raw materials for our SiMaxx battery production and R&D activities from Wuxi.

Emerging Growth Company and Smaller Reporting Company Status

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Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held by non-affiliates exceeds $250.0 million as of the prior June 30 or (ii) our annual revenue exceeds $100.0 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700.0 million as of the prior June 30.

We will remain a smaller reporting company until the last day of the fiscal year

Index to Consolidated Financial Statements

in which (i) the market value of our common stock held by non-affiliates exceeds $250.0 million as of the prior June 30 or (ii) our annual revenue exceeds $100.0 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700.0 million as of the prior June 30.

Critical Accounting Estimates

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The IBR is determined based on an estimation process that includes subjective inputs, such as using a hypothetical credit analysis about the company, leveraging the corporate default and recovery rates published by a credit rating agency, and using risk-free and undiscounted rates of comparable companies.

Index to Consolidated Financial Statements

change in the IBR, or the assumptions used to estimate the IBR, could have a significant effect on the amounts of the lease liabilities and ROU assets that we initially recorded and the amounts that are currently shown on our consolidated balances sheets included elsewhere in this Annual Form 10-K.

A change in the IBR, or the assumptions used to estimate the IBR, could have a significant effect on the amounts of the lease liabilities and ROU assets that we initially recorded and the amounts that are currently shown on our consolidated balances sheets included elsewhere in this Annual Form 10-K.

Stock-Based Compensation

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Recent Accounting Pronouncements

See Note 2 “Summary of Significant Accounting Policies” to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one, of their potential impact on our financial condition and results of operations.

Index to Consolidated Financial Statements

of their adoption, and our assessment, to the extent we have made one, of their potential impact on our financial condition and results of operations.

Quantitative and Qualitative Disclosures About Market Risk

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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 7. Management’s Discussion and Analysis