Amprius Technologies, Inc.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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Sep 30, 2025 · Filed Nov 6, 2025
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Notes to Condensed Consolidated Financial Statements
Note 1. Overview
Company Background and Nature of Operations
Amprius Technologies, Inc. (hereafter referred to as the “Company,” “we,” “us,” or “our”) develops, manufactures and markets lithium-ion batteries for mobility applications, including the aviation, electric vehicle and light electric vehicle industries. We have been in commercial battery production since 2018 and our disruptive silicon anode technology is intended to enable batteries with high energy density, high power density, fast charging capabilities over a wide range of operating temperatures, and safety. We are incorporated in the State of Delaware. Our corporate headquarters is located in Fremont, California.
Liquidity and Capital Resources
As of September 30, 2025, we had cash and cash equivalents of $73.2 million. We believe that our cash and cash equivalents will be sufficient to fund our obligations over twelve months from the date these condensed consolidated financial statements are issued. In addition, we may receive additional funds from the issuance and sale of shares of our common stock under the At Market Issuance Sales Agreement (the “Sales Agreement”), which we entered into with B. Riley Securities, Inc., Cantor Fitzgerald & Co. and H.C. Wainwright & Co., LLC, as sales agents (the “Sales Agents”) on October 2, 2023. Under the Sales Agreement, we may offer and sell, from time to time, shares of our common stock with an aggregate offering price of not more than $100.0 million. During the nine months ended September 30, 2025 and from the date of the Sales Agreement through September 30, 2025, we sold shares of our common stock under the Sales Agreement resulting in aggregate gross proceeds of approximately $45.2 million and $79.9 million, offset by related commissions and transaction fees of approximately $1.2 million and $2.0 million, respectively. As of September 30, 2025, approximately $20.1 million is available under the Sales Agreement. We may also receive additional funds if our outstanding stock warrants are exercised for cash.
Since our inception, we have incurred recurring losses and negative cash flows from operations. During the three and nine months ended September 30, 2025, we incurred a net loss of $3.9 million and $19.6 million, respectively, and at September 30, 2025, our accumulated deficit was $194.0 million. We expect to incur additional losses in the future as we scale our business and increase our operating expenditures, including our research and development spend. We may raise additional funds in order to meet our future operating and capital expenditure requirements, and we may be unable to raise additional funds or enter into such other agreements when needed on favorable terms or at all. If sufficient funding is not raised, we may need to reduce our spending activities, which may negatively affect our ability to achieve our operating goals. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience additional dilution.
Other Risks and Uncertainties
We face risks related to significant changes in the United States’ trade policy, such as the imposition or plan to impose tariffs on certain product categories imported from China and other countries. These countries have taken or may plan to take retaliatory actions, including imposing additional tariffs on the importation of a wide range of products from the United States, which could potentially lead to adverse impacts on global trade. Additionally, we face risks related to changes in regulations in the countries in which we or our partners and suppliers operate. Such events could also cause inflation or general economic and geopolitical uncertainty, including the recent economic uncertainty and volatility, any of which could negatively impact our operations, or those of our customers, suppliers and manufacturers. We also face risks related to political change, terrorist activity, and armed conflict such as the military conflicts between Russia and Ukraine and in the Middle East. These military conflicts have led to volatility in the global economy, and may contribute to inflation, volatility in the credit and capital markets, and interruption in the global supply chain.
Although these global risks did not have a significant adverse impact on us as of September 30, 2025, the extent and future outcome of such risks are highly unpredictable and uncertain and may adversely affect our future financial condition, results of operations and cash flows.
Note 2. Summary of Significant Accounting Policies
Basis of Presentationand Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated.
The significant accounting policies described below, together with Note 1 and other notes that follow, are an integral part of the condensed consolidated financial statements.
Unaudited Interim Condensed Consolidated Financial Statements
The condensed consolidated balance sheet as of December 31, 2024, which has been derived from our audited consolidated financial statements as filed in our Annual Report on Form 10-K with the Securities and Exchange Commission (the “SEC”) on March 20, 2025, and the unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and applicable rules and regulations of the SEC regarding interim financial reporting. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP included in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). The unaudited condensed consolidated financial statements have been prepared on a basis consistent with the audited financial statements. In management’s opinion, all adjustments made were normal or recurring in nature and necessary for the fair statement of our financial position, results of operations, comprehensive loss, changes in stockholders’ equity, and cash flows as of and for the periods presented. The financial data and other financial information disclosed in the notes to these condensed consolidated financial statements are also unaudited. The results of operations for the interim periods presented, are not necessarily indicative of the results to be expected for the full fiscal year or any other period.
Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information presented not misleading.
Emerging Growth Company
We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Furthermore, the JOBS Act exempts an emerging growth company from being required to comply with new or revised accounting standards until private companies are required to comply with such standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected to not opt out of such extended transition period. This means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt such new or revised standard unless we are no longer deemed an emerging growth company. As a result, the accompanying condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances; the results of which form the basis for making judgments that are not readily apparent from other sources. Actual results could materially differ from management estimates using different assumptions or under different conditions.
Our significant accounting estimates include useful lives of property, plant and equipment; valuation of deferred taxes; lower of cost or net realizable adjustment of inventory; incremental borrowing rate used in calculating lease obligations and right-of-use assets; and certain inputs used to measure the fair value of stock option grants using the Black-Scholes option-pricing model.
Fair Value Measurements
We had money market funds totaling $26.6 million and $23.5 million as of September 30, 2025 and December 31, 2024, respectively, which were measured at Level 1 fair value based on the active market price of the instruments and included in cash and cash equivalents, prepaid expenses and other current assets, and other assets in the accompanying condensed consolidated balance sheets.
We did not have assets or liabilities measured at fair value on a recurring basis using Level 2 or Level 3 inputs as of September 30, 2025 and December 31, 2024.
There were no transfers of financial instruments to or from Level 3 during the three and nine months ended September 30, 2025 and 2024.
Restricted Cash Equivalents
Restricted cash equivalents, which are included within prepaid expenses and other current assets and other assets in the accompanying condensed consolidated balance sheets, consist of cash deposits required to satisfy the insurance bond requirement for our importation of goods and the letter of credit requirements under our lease agreements. Restricted cash equivalents included within prepaid expenses and other current assets was $0.2 million and other assets was $1.3 million, as of September 30, 2025. Restricted cash equivalents included within other assets in the accompanying condensed consolidated balance sheets was $1.3 million as of December 31, 2024.
Concentration of Risk
Credit Risk
Financial instruments that potentially subject us to concentration of credit risk consist of cash, cash equivalents, restricted cash equivalents and accounts receivable.
We maintain our cash, cash equivalents and restricted cash equivalents with major financial institutions that may at times exceed federally insured limits. We have not experienced losses on our financial assets held in these financial institutions. Management believes that these financial institutions are financially sound with minimal credit risk.
Many of our customers are in the aviation industry, although our batteries have applications across all segments of electric mobility. As of September 30, 2025 and December 31, 2024, there were two customers that represented in aggregate approximately 64% and 50% of our total accounts receivable, respectively. An adverse impact in the aviation industry may adversely affect our relationship with our customers, which could affect our future financial condition, results of operations and cash flows.
Supply Risk
We are dependent on Berzelius (Nanjing) Co., Ltd., a former affiliated company, and our contract manufacturing partners, to manufacture the batteries forone of our primary commercial battery platforms. The inability of these suppliers to provide manufacturing services or deliver batteries on time may cause a delay in fulfilling our customers’ orders, which could adversely impact our business, financial condition and results of operations.
Segment Reporting and Geographic Data
We have a single operating and reportable segment; that is, the battery business. Our battery business derives revenue from the sale of finished battery products and from providing customization services of our batteries. Our Chief Executive Officer is our Chief Operating Decision Maker (“CODM”).
Our CODM assesses performance of our battery business and decides how to allocate resources based on the battery business’ profit, if any, or loss. Our measure of segment profit or loss is the consolidated net income or net loss, which is also reported as such in the accompanying condensed consolidated statements of operations. Our CODM measures segment profit or loss by comparing the actual consolidated net income or net loss to expectations. Since we only have a single operating and reportable segment, our CODM is provided segment expense information that is based on the expense categories shown in the accompanying condensed consolidated statements of operations. Depreciation and amortization expenses, which are disclosed in Note 5 below, are included within cost of revenue, research and development expenses, and selling, general and administrative expenses in the accompanying condensed consolidated statements of operations.
Other segment items within the segment profit or loss consist primarily of interest income and government grant income, which are shown within other income, net in the accompanying condensed consolidated statements of operations.
Our CODM does not measure segment assets for the purposes of allocating resources to, and assessing the performance of, our battery business.
The following table shows our revenue by geographic area based on the delivery location of our battery products and services (in thousands):
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| United States | $5,277 | $3,607 | $9,263 | $5,766 |
| Rest of the world | 16,149 | 4,248 | 38,514 | 7,770 |
| Total | $21,426 | $7,855 | $47,777 | $13,536 |
All of our property, plant and equipment are geographically located in the United States.
There was one customer that individually represented 35% of our revenue during the three months ended September 30, 2025 compared to four customers that individually represented 20%,16%,13% and 10% of our revenue during the three months ended September 30, 2024. There was one customer that individually represented 35% of our revenue during the nine months ended September 30, 2025 compared to three customers that individually represented 14%,12% and 11% of our revenue during the nine months ended September 30, 2024.
Foreign Currency
We determine the functional and reporting currency of our foreign subsidiary based on the primary currency in which it operates. In cases where the functional currency is not the U.S. dollar, the financial statements of our foreign subsidiary are translated into U.S. dollars using the exchange rate in effect as of the balance sheet date for assets and liabilities, and the weighted-average exchange rate during the period for revenue, cost and expenses. The translation gain (loss) is recorded as accumulated other comprehensive income (loss) within the stockholders’ equity.
Foreign currency gains or losses, which were de minimis during the three and nine months ended September 30, 2025 and 2024, resulting from the effect of exchange rate changes on transactions and remeasurement of monetary assets and liabilities denominated in foreign currencies are recorded as other income, net within the accompanying condensed consolidated statements of operations.
Significant Accounting Policies
As of September 30, 2025, there have been no changes to our significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2024. We discuss below additional accounting considerations for government grants, based on a government contract awarded in July 2025.
Government Grants
In the absence of explicit US GAAP, we recognize and measure government grants by following, as an analogy, the recognition and measurement guidance of International Accounting Standard 20, Accounting for Government Grants and Disclosure of Government Assistance (“IAS 20”). Under IAS 20, Government grants are recognized when there is reasonable assurance that we will comply with the conditions of each milestone and that the grant funds will be received.
Government grants related to income are recognized as grant revenue or a component of other income on a systematic basis over the periods in which we recognize as expenses, the related costs for which the grants are intended to compensate. Based on our assessment of the U.S. Government Defense Innovation Unit $12.0 million contract awarded in July 2025, as amended, we determined which milestones related to assets. The remaining milestones were assessed as related to income and, for the three months ended September 30, 2025, we recorded $0.4 million within Other income, net on our condensed consolidated statements of operations.
Government grants related to assets are presented by deducting the grant from the carrying value of the asset. However, when grant milestones are achieved prior to the acquisition of the related asset, the amounts received are recorded as deferred income until the corresponding assets are acquired. Due to the timing of the receipt from the government, a grant receivable may be recognized in our consolidated balance sheet. As of September 30, 2025, total grant receivables for the grant related to assets were $2.7 million, included in prepaid expenses and other current assets, as well as deferred grant on our condensed consolidated balance sheet.
Recent Accounting Pronouncements Not Yet Adopted
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU introduces a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under the expedient, entities may assume that the current conditions applied in determining credit loss allowances remain unchanged for the remaining life of those assets. This ASU is required to be adopted on a prospective basis. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, including interim periods within those years, with early adoption permitted. We are currently evaluating the impact of ASU 2025-05 on our consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires entities to disclose, in the notes to the financial statements, (i) amounts of (a) purchases of inventory, (b) employee compensation and (c) depreciation; (ii) include certain amounts that are already required to be disclosed under current U.S. GAAP in the same disclosure as the other disaggregation requirements; (iii) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and (iv) the total amount of selling expenses and, in annual reporting periods, a definition of selling expenses. In March 2025, the FASB issued ASU 2025-02 to amend the effective date of ASU No. 2024-03 to clarify that all public entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating this ASU. We believe that the impact of the additional required disclosures will enhance our current financial statement disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires entities to disclose, among others, (i) specific categories in the rate reconciliation table, (ii) additional information for reconciling items that meet a quantitative threshold and (iii) the amount of income taxes paid on a disaggregated level. This ASU is required to be adopted on a prospective basis. As an emerging growth company, this ASU is effective starting on our annual reporting for the year ending December 31, 2026. Early adoption is permitted. We are currently evaluating this ASU. We believe that the impact of the additional required disclosures will enhance our current financial statement disclosure.
Note 3. Revenue
Disaggregation of Revenue
We disaggregate our revenue from customers by the type of arrangement, primarily from the sale of battery products and from providing customization design services, as this depicts how the nature, amount, timing, and uncertainty of our revenue and cash flows are affected by economic factors. The table below shows the composition of revenue from customers, as disaggregated by type of arrangement in accordance with Topic 606, and other revenue, which consisted of government grants that were accounted for following the accounting standards from International Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance (in thousands).
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Revenue from customers: | ||||
| Sale of battery products | $21,026 | $6,055 | $46,552 | $11,736 |
| Customization design services | — | 1,500 | 325 | 1,500 |
| Other revenue – government grants | 400 | 300 | 900 | 300 |
| Total revenue | $21,426 | $7,855 | $47,777 | $13,536 |
Revenue from the sale of battery products also includes bill-and-hold arrangements, which were $4.5 million and $0.6 million during the three months ended September 30, 2025 and September 30, 2024, respectively.
Contract Balances
The timing of revenue recognition, billings and cash collections can result in accounts receivable, contract assets recorded as unbilled receivables, and contract liabilities recorded as deferred revenue.
Accounts receivable represents our right to consideration that is unconditional. A right to consideration is unconditional if only the passage of time is required before payment of that consideration is due. Accounts receivable was $21.9 million, $5.6 million and $1.3 million as of September 30, 2025, December 31, 2024 and December 31, 2023, respectively.
Contract assets primarily relate to the rights to consideration for progress on contractual requirements performed but not billed at the reporting date. The contract assets are transferred to accounts receivable when the rights become unconditional. We hadno contract assets as of both September 30, 2025 and December 31, 2024.
Contract liabilities consist primarily of deferred revenue, which is the amount of progress payments received or billed in advance of revenue recognition. Deferred revenue is subsequently recognized as revenue when the performance obligation is satisfied. Deferred revenue was $0.7 million, $1.6 million and $3.4 million as of September 30, 2025, December 31, 2024 and December 31, 2023, respectively. Deferred revenue balances fluctuate due to timing of the billings made versus revenue being recognized upon transfer of control. During the three and nine months ended September 30, 2025, revenue recognized from the prior year deferred revenue balance was $0.3 million and $1.4 million, respectively. During the three and nine months ended September 30, 2024, revenue recognized from the prior year deferred revenue balance was $0.9 million and $1.9 million, respectively.
Remaining Performance Obligations
We have performance obligations associated with commitments in customer contracts for future services that have not yet been recognized as revenue. As of September 30, 2025, the aggregate amount of the transaction price allocated to the remaining performance obligations that were unsatisfied or partially unsatisfied, including deferred revenue and government grants, was approximately $53.3 million. Given the applicable contract terms, we expect all of the remaining performance obligations to be recognized as revenue withinone year. This amount does not include contracts to which the customer is not committed. The estimated timing of the recognition of remaining unsatisfied performance obligations is subject to change and is affected by changes to scope, changes in timing of delivery of products and services, or contract modifications.
Note 4. Inventories
Inventories consisted of the following (in thousands):
| September 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Raw materials | $408 | $146 |
| Work in process | 434 | 117 |
| Finished goods | 3,837 | 6,311 |
| Inventories | $4,679 | $6,574 |
Note 5. Property, Plant and Equipment, Net
Property, plant and equipment, net consisted of the following (in thousands):
| September 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Production equipment | $11,241 | $7,474 |
| Lab equipment | 1,921 | 1,921 |
| Leasehold improvements | 11,605 | 11,555 |
| Furniture, fixtures and other equipment | 300 | 300 |
| Construction in progress | 6,397 | 8,219 |
| Property, plant and equipment, at cost | 31,464 | 29,469 |
| Less: accumulated depreciation and amortization | (15,130) | (11,988) |
| Property, plant and equipment, net | $16,334 | $17,481 |
Construction in progress consists primarily of production and other equipment that have not been placed in service as of September 30, 2025 and December 31, 2024.
Depreciation and amortization expense was $1.2 million and $3.1 million during the three and nine months ended September 30, 2025 and $0.8 million and $2.9 million during the three and nine months ended September 30, 2024, respectively.
Note 6. Accrued and Other Current Liabilities
Accrued and other current liabilities consisted of the following (in thousands):
| September 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Accrued compensation and benefits | $3,192 | $3,428 |
| Accrued professional fees | 302 | 418 |
| Accrued purchases of finished goods for resale | 178 | 783 |
| Other | 619 | 203 |
| Total accrued and other current liabilities | $4,291 | $4,832 |
Note 7. Stockholders’ Equity
Common Stock and Preferred Stock
As of September 30, 2025, we had a total of 1,000,000,000 shares of stock authorized to be issued, of which 950,000,000 shares are designated as common stock, $0.0001 par value per share, and 50,000,000 shares are designated as preferred stock, $0.0001 par value per share. Holders of common stock are entitled toone vote for each share held and entitled to receive dividends when and if declared by the board of directors. We have not declared any dividends through September 30, 2025.
Equity Incentive Plans
As of September 30, 2025, our Equity Incentive Plans consisted of the following: (i) the 2022 Equity Incentive Plan (the “2022 Plan”), (ii) the 2016 Equity Incentive Plan (the “2016 Plan”) and (iii) Amprius, Inc.’s (“Amprius Holdings”) 2008 Stock Plan and Second Equity Incentive Plan (the “Amprius Holdings Plans”), which we assumed from Amprius Holdings on October 23, 2024, collectively referred herein as “Equity Incentive Plans.”
2022 Plan. The 2022 Plan was adopted effective September 14, 2022. The 2022 Plan authorizes awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), or performance awards and may be granted to directors, employees or consultants. As of September 30, 2025, the total number of shares reserved for issuance, including shares issuable upon vesting of outstanding RSUs, under the 2022 Plan was 22,191,268. Such number of shares also include the annual increase in shares reserved pursuant to the evergreen provisions contained in the 2022 Plan and the number of shares from equity awards under the 2016 Plan that were cancelled, expired or otherwise terminated without having been exercised in full, were tendered to or withheld for payment of an exercise price or for tax withholding obligations, or were forfeited to or repurchased due to failure to vest. The number of shares available for issuance under the 2022 Plan may be increased annually at the beginning of the fiscal year, subject to certain limitations.
2016 Plan. The 2016 Plan was terminated concurrently with the adoption of the 2022 Plan. However, the 2016 Plan continues to govern the terms and conditions of the outstanding awards previously granted under the 2016 Plan.
Amprius Holdings Plans. We assumed the Amprius Holdings Plans upon approval by our board of directors on October 23, 2024 when Amprius Holdings voluntarily liquidated and dissolved. The outstanding stock options under the Amprius Holdings Plans are exercisable with shares of our common stock. The Amprius Holdings Plans were already terminated. However, the Amprius Holdings Plans continue to govern the terms and conditions of the outstanding awards previously granted under the Amprius Holdings Plans.
As of September 30, 2025, all grants made under our Equity Incentive Plans had been stock options or RSUs.
Stock Options
Stock options granted under the Equity Incentive Plans provided an exercise price not less than 100% of the fair value at the grant date, unless the optionee is a 10% stockholder, in which case the option price will not be less than 110% of such fair market value. Options granted generally have a maximum term of 10 years from grant date or 90 days from the termination of the optionee, are exercisable upon vesting unless otherwise designated for early exercise by the board of directors at the time of grant, and generally vest over a period offour years.
As of September 30, 2025, the total unrecognized stock-based compensation expense related to the unvested stock options was approximately $0.9 million, which we expect to recognize over a weighted-average period of 1.0 years.
RSUs
The fair value of RSUs is determined based upon the market closing price of our common stock on the date of grant. RSUs generally vest over a period of approximately four years from the date of grant, subject to the continued employment or services of the grantee.
As of September 30, 2025, the total unrecognized stock-based compensation expense related to the unvested RSUs was approximately $13.2 million, which we expect to recognize over a weighted-average period of 2.7 years.
Employee Stock Purchase Plan (“ESPP”)
As of September 30, 2025, there were no offerings established under the ESPP. We adopted the ESPP effective September 14, 2022. As of September 30, 2025, the total number of shares reserved for issuance was 3,893,560, which number may be increased annually at the beginning of the fiscal year, subject to certain limitations. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code of 1986 (as amended) and will provide eligible employees an opportunity to purchase our common stock at a discount through payroll deductions. Under the ESPP, we may specify offering periods, provided that no offering period will have a duration exceeding 27 months. The purchase price per share is equal to 85% of the fair market value of our common stock on the (i) offering date or (ii) purchase date, whichever is lower.
Common Stock Warrants
Shown below is a summary of our outstanding stock warrants:
| Publicwarrants | Privatewarrants | PIPEwarrants | Total | |
|---|---|---|---|---|
| Outstanding, December 31, 2024 | 16,692,572 | 300,000 | 2,052,500 | 19,045,072 |
| Exercise of stock warrants | (100) | — | — | (100) |
| Outstanding, September 30, 2025 | 16,692,472 | 300,000 | 2,052,500 | 19,044,972 |
The outstanding public warrants and private warrants, which expire on September 14, 2027, are exercisable forone share of our common stock at a price of $11.50 per warrant subject to adjustment pursuant to the Warrant Agreement, dated as of March 1, 2022, as amended. Holders of private warrants may be able to exercise their warrants on a cashless basis pursuant to the Warrant Agreement, but holders of public warrants cannot exercise on a cashless basis. The public warrants are listed on the New York Stock Exchange (the “NYSE”) and are redeemable by us when the price per share of our common stock equals or exceeds $18.00 per share for at least 20 trading days during a period of 30 consecutive trading days prior to the redemption date. The private warrants are not listed on any securities exchange and are not redeemable.
The outstanding PIPE warrants, which expire on September 14, 2027, are substantially identical to the public warrants, except that the exercise price of each PIPE warrant is $12.50 per warrant and they are not listed on any securities exchange. In addition, the PIPE warrants are redeemable by us if the price per share of our common stock equals or exceeds $20.00 per share for at least 20 trading days during a period of 30 consecutive trading days prior to the redemption date.
The warrants described above are classified as equity in accordance with the guidance under ASC 815-40, Derivatives and Hedging–Contracts in Entity’s Own Equity. Equity-classified contracts, such as stock warrants, are initially measured at fair value or allocated value. Any subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.
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. During the nine months ended September 30, 2025 and 2024, we sold 9.0 million and 3.9 million shares of our common stock under the Sales Agreement resulting in gross proceeds of approximately $45.2 million and $11.1 million, offset by related commissions and transaction fees of approximately $1.2 million and $0.2 million, respectively. From inception through September 30, 2025, we sold 23.8 million shares resulting in gross proceeds of approximately $79.9 million, offset by related commissions and transaction fees of approximately $2.0 million. As of September 30, 2025, approximately $20.1 million is available under the Sales Agreement.
Stock-Based Compensation
Stock-based compensation from stock options and RSUs under our Equity Incentive Plans were included in the following lines in the accompanying condensed consolidated statements of operations during the periods presented (in thousands):
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Cost of revenue | $89 | $223 | $549 | $632 |
| Research and development | 315 | 248 | 882 | 688 |
| Selling, general and administrative | 1,359 | 1,249 | 4,060 | 3,588 |
| Total stock-based compensation expense | $1,763 | $1,720 | $5,491 | $4,908 |
Note 8. Income Taxes
We haveno income tax expense as a result of the continued generation of net operating losses (“NOLs”), offset by a full valuation allowance recorded on such NOLs as we determined it is not more-likely-than-not that our NOLs will be utilized.
Note 9. Leases
As of September 30, 2025, we had non-cancelable operating leases for our corporate headquarters and manufacturing facilities located in Fremont, California and in Brighton, Colorado. Our Fremont, California lease, which expires in June 2027, provides us with an option to extend the term forone additional 5-year period and we determined with reasonable certainty that we will exercise such option. Our Brighton, Colorado lease, which expires in May 2039, provides us with an option to extend the term fortwo additional 5-year periods, but we have not determined with reasonable certainty that we will exercise such option. Our operating leases do not contain any material residual value guarantees. We hadno leases that were classified as finance leases as of September 30, 2025 and December 31, 2024.
The components of lease expense during the three and nine months ended September 30, 2025 and 2024 are shown in the table below (in thousands):
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Operating lease expense | $1,286 | $1,286 | $3,857 | $3,857 |
| Variable lease expense | 722 | 667 | 2,196 | 1,074 |
| Short-term lease expense | 27 | 25 | 79 | 70 |
| Total lease expense | $2,035 | $1,978 | $6,132 | $5,001 |
Other information about our operating leases during the nine months ended September 30, 2025 and 2024 are shown in the table below (amounts in thousands):
| Nine months ended September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Cash paid for amounts included in the measurement of operating lease liabilities | $2,579 | $843 |
| Weighted-average remaining lease term | 12.8 years | 13.7 years |
| Weighted-average discount rate | 9.5% | 9.4% |
Future operating lease payments, net of tenant improvement allowance, as of September 30, 2025 are as follows (in thousands):
| Year ending December 31: | Amount |
|---|---|
| Remainder of 2025 | $870 |
| 2026 | 2,534 |
| 2027 | 5,025 |
| 2028 | 5,185 |
| 2029 | 5,344 |
| 2030 | 5,509 |
| Thereafter | 42,931 |
| Total lease payments, net of tenant improvement allowance | 67,398 |
| Less - present value adjustments | (29,695) |
| Total operating lease liabilities | $37,703 |
Note 10. Commitments and Contingencies
From time to time, we may be involved in lawsuits, claims or legal proceedings that arise in the ordinary course of business. We accrue a contingent liability when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Management believes that there are no claims against us for which the outcome is expected to have a material effect on our financial position, results of operations or cash flows.
Note 11. Net Loss Per Share
The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders(in thousands, except share and per share amounts):
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Numerator: | ||||
| Net loss | $(3,892) | $(10,850) | $(19,633) | $(33,253) |
| Add - increase in net loss due to the increase in fair value of modified stock warrants | — | (727) | — | (727) |
| Net loss attributable to common stockholders | $(3,892) | $(11,577) | $(19,633) | $(33,980) |
| Denominator: | ||||
| Weighted-average number of common shares outstanding | 126,630,085 | 110,408,303 | 122,137,964 | 99,202,799 |
| Basic and diluted net loss per common share | $(0.03) | $(0.10) | $(0.16) | $(0.34) |
The following table summarizes the outstanding shares of potentially dilutive securities that were excluded from the calculation of diluted earnings per share in both the three and nine month periods because their inclusion would have been anti-dilutive:
| September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Stock warrants | 19,044,972 | 19,045,072 |
| Stock options | 14,811,944 | 11,019,724 |
| RSUs | 5,204,008 | 4,573,951 |
| Total | 39,060,924 | 34,638,747 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.