Amprius Technologies Inc

Previous wording

Currently, our batteries are primarily used for existing and emerging aviation applications, including unmanned aerial systems, such as drones and high-altitude pseudo satellites. 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 over 100 customers, including AALTO Airbus, AeroVironment, BAE Systems, the Korean Aerospace Research Institute, Kraus Hamdani Aerospace and Teledyne FLIR, and from inception through March 31, 2024, we have shipped over 50,000 batteries, which have enabled mission critical applications. Our proprietary silicon anode structures, battery cell designs and manufacturing processes are defended by our portfolio of patents, trade secrets and know-how developed over 10 years of research and development.

Current wording

Currently, our batteries are primarily used for existing and emerging aviation applications, including unmanned aerial systems, such as drones and high-altitude pseudo satellites. 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 over 100 customers, including AALTO Airbus, AeroVironment, BAE Systems, the Korean Aerospace Research Institute, Kraus Hamdani Aerospace and Teledyne FLIR, and from inception through June 30, 2024, we have shipped over 150,000 batteries, which have enabled mission critical applications. Our proprietary silicon anode structures, battery cell designs and manufacturing processes are defended by our portfolio of patents, trade secrets and know-how developed over 10 years of research and development.

Previous wording

Our SiCore batteries are developed in collaboration with Berzelius (Nanjing) Co. Ltd. (“Berzelius”), a former subsidiary of Amprius, Inc. (“Amprius Holdings”), our former parent company and current majority stockholder. Currently, we have access through Berzelius to MWh-scale quantities of SiCore batteries that are commercially available in a wide range of form factors encompassing pouch, large form factor (up to 100 Ah) and cylindrical cells. In order to support our customers’ current roadmaps and supply forecasts, we entered into an exclusive supply agreement with Berzelius (the “Exclusive Supply Agreement”), which gives us exclusive rights to purchase its proprietary silicon anode materials in the United States, Canada and Mexico and allows us to leverage its existing production line and manufacturing partners to produce SiCore batteries. The existing SiCore production capacity allows us to service our customers and grow our business as we continue our plans to build our GWh-scale manufacturing facility in Brighton, Colorado.

Current wording

Our SiCore batteries are developed in collaboration with Berzelius (Nanjing) Co. Ltd. (“Berzelius”), a former subsidiary of Amprius, Inc. (“Amprius Holdings”), our former parent company and current majority stockholder. In order to support our customers’ current roadmaps and supply forecasts, we entered into a supply agreement with Berzelius (the “Exclusive Supply Agreement”), which gives us exclusive rights to purchase its proprietary silicon anode materials in the United States, Canada and Mexico. Currently, we have access through supply agreements with three toll manufacturers to over 500 MWhs of SiCore batteries that are commercially available today in a wide range of form factors encompassing pouch, large form factor (up to 100 Ah) and cylindrical cells. The existing toll manufacturing SiCore production capacity allows us to service our customers and grow our business as we continue our pre-construction plans related to our GWh-scale manufacturing facility in Brighton, Colorado. The construction scope and schedule for the facility will be determined based on the final design and the availability and timing of funding. We are paying close attention to the larger industry dynamics. Changes in demand, supply, battery cost structure, government incentives, trade tariffs, and other considerations would also influence our decision.

Previous wording

During the three months ended March 31, 2024 and from the date of the Sales Agreement through March 31, 2024, the aggregate net proceeds from the sale of shares of common stock under the Sales Agreement were approximately $8.8 million and $9.1 million, respectively.

Current wording

During the six months ended June 30, 2024 and from the date of the Sales Agreement through June 30, 2024, the aggregate net proceeds from the sale of shares of common stock under the Sales Agreement were approximately $10.9 million and $11.2 million, respectively.

Previous wording

In order to meet the increased demand for our products, we are expanding our manufacturing capacity in Fremont, California and planning to build a GWh-capacity manufacturing facility in Brighton, Colorado. Currently, our expansion of the Fremont, California facility from a kWh-scale manufacturing line into a MWh-scale manufacturing line is in progress. Once our expansion in Fremont, California is in full operation, which we expect to achieve exiting 2024, we anticipate that we will manufacture SiMaxx batteries up to 2 MWh capacity, which is about 10 times our production capacity in 2023. In addition, we have commenced pre-construction work to build the initial phase of our GWh-scale manufacturing facility in Brighton, Colorado. Once the initial phase is in operation, we plan to produce SiCore batteries first and then produce SiMaxx batteries as we continue to expand our manufacturing capacity. Currently, we produce SiCore batteries by leveraging Berzelius’ existing production line and manufacturing partners.

Current wording

In order to meet the increased demand for our products, we are expanding our manufacturing capacity in Fremont, California and planning to build a GWh-capacity manufacturing facility in Brighton, Colorado. Currently, our expansion of the Fremont, California facility from a kWh-scale manufacturing line into a MWh-scale manufacturing line is in progress. Once our expansion in Fremont, California is in full operation, which we expect to achieve exiting 2024, we anticipate that we will manufacture SiMaxx batteries up to 2 MWh capacity, which is about 10 times our production capacity in 2023. In addition, we have commenced pre-construction work to build the initial phase of our GWh-scale manufacturing facility in Brighton, Colorado. The construction scope and schedule for the facility will be determined based on the final design and the availability and timing of funding. Once the initial phase is in operation, we plan to produce SiCore batteries first and then produce SiMaxx batteries as we continue to expand our manufacturing capacity. Currently, we produce SiCore batteries by leveraging Berzelius’ existing production line and manufacturing partners.

Previous wording

Achieving capacity at commercial scale of our high energy density lithium-ion batteries will require us to make significant and increasing capital expenditures to scale our manufacturing capacity and improve our supply chain processes. Based on our current expectations, we estimate that our capital equipment expenditures will range between $75.0 million and $100.0 million to achieve up to 500 MWh per year of manufacturing capacity in our Brighton, Colorado facility, but such estimate does not include costs related to the construction and build-out of the new manufacturing facility. Because our silicon anode process requires different equipment than traditional anode manufacturing, our capital equipment costs are likely to be higher than equipment used for production of graphite anodes. 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.

Current wording

Achieving capacity at commercial scale of our high energy density lithium-ion batteries will require us to make significant and increasing capital expenditures to scale our manufacturing capacity and improve our supply chain processes. Based on our current expectations, we estimate that our capital equipment expenditures will range between $75.0 million and $100.0 million to achieve up to 500 MWh per year of manufacturing capacity in our Brighton, Colorado facility, but such estimate does not include costs related to the construction and build-out of the new manufacturing facility. Our first manufacturing line is planned to be for SiCore, which allows us to use conventional, off-the-shelf processes. As we plan additional lines, our SiMaxx anode process requires different equipment than traditional anode manufacturing, therefore our capital equipment costs are likely to be higher than equipment used for production of graphite anodes. 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.

Previous wording

Comparison of the Three Months Ended March 31, 2024 to the Three Months Ended March 31, 2023

Current wording

Comparison of the Three and Six Months Ended June 30, 2024 to the Three and Six Months Ended June 30, 2023

Previous wording

The following table summarizes our results of operations during the three months ended March 31, 2024 and 2023 (in thousands, except percentage data):

Current wording

The following table summarizes our results of operations during the three and six months ended June 30, 2024 and 2023 (in thousands, except percentage data):

Previous wording

Revenue increased by $1.7 million, or 244%, to $2.3 million during the three months ended March 31, 2024 from $0.7 million during the same period last year due primarily to the $1.9 million increase in sales of batteries, including a $1.2 million increase in sales of SiCore batteries, resulting from an increase in the volume of orders from existing and new customers. The increase in revenue was offset by a $0.2 million decrease in government grant revenue as the related Department of Energy grant concluded in 2023.

Current wording

Revenue increased by $1.7 million, or 105%, to $3.3 million during the three months ended June 30, 2024 from $1.6 million during the same period last year due primarily to the $2.0 million increase in sales of batteries, including a $1.8 million increase in sales of SiCore batteries, resulting from an increase in the volume of orders from existing and new customers. The increase in revenue was offset by a $0.3 million decrease in non-recurring customized design service revenue.

Previous wording

Cost of revenue increased by $2.6 million, or 62%, to $6.8 million during the three months ended March 31, 2024 from $4.2 million during the same period last year. The increase was primarily due to the increase in our production costs to support our revenue growth, which included direct costs, personnel-related costs, and other indirect and overhead costs, partially offset by a decrease in professional fees, which pertained to the nonrecurring fees incurred in connection with our plan to construct a GWh-scale manufacturing facility in Brighton, Colorado.

Current wording

Cost of revenue increased by $5.2 million, or 112%, to $9.9 million, and by $7.8 million, or 88%, to $16.7 million during the three and six months ended June 30, 2024, respectively, compared to the same periods last year. The increase was primarily due to the increase in outside services and consulting fees, which include nonrecurring fees incurred in connection with our plan to construct a GWh manufacturing facility in Brighton, Colorado, as well as increases in cost of materials to produce our products, personnel-related costs, and allocation of overhead costs, primarily shared-facility costs, equipment and utility costs.

Previous wording

Research and development expense increased by $0.8 million, or 98%, to $1.6 million during the three months ended March 31, 2024 compared to the same periods last year primarily due to the increase in personnel-related costs, including stock-based compensation expense, due to the hiring of additional personnel involved in research and development activities.

Current wording

Research and development expense increased by $0.9 million, or 115%, to $1.7 million, and by $1.7 million, or 106%, to $3.2 million, during the three and six months ended June 30, 2024, respectively, compared to the same periods last year primarily due to the increase in personnel-related costs, including stock-based compensation expense, due to the hiring of additional personnel involved in research and development activities.

Previous wording

Selling, general and administrative expense decreased by $1.1 million, or 21%, to $4.3 million during the three months ended March 31, 2024 compared to the same period last year primarily due to a $1.7 million decrease in non-recurring professional fees and corporate insurance costs, primarily consisting of decreased directors’ and officers’ insurance costs, offset by a $0.6 million increase in personnel-related and other administrative costs, including an increase in stock-based compensation expense, due to the hiring of additional administrative personnel.

Current wording

Selling, general and administrative expense decreased by $1.5 million, or 25%, to $4.7 million during the three months ended June 30, 2024 compared to the same period last year primarily due to a $2.5 million decrease in non-recurring professional fees and corporate insurance costs, including adecrease in directors’ and officers’ insurance costs, offset by a $1.0 million increase in personnel-related and other administrative costs, including an increase in stock-based compensation expense, due to the hiring of additional personnel.

Previous wording

Other income, which consisted primarily of interest income, decreased by $0.2 million during the three months ended March 31, 2024 compared to the same period last year primarily due to the utilization of our funds for operations.

Current wording

Other income, which consisted primarily of interest income, decreased by $0.2 million and by $0.4 million during the three and six months ended June 30, 2024, respectively, compared to the same periods last year primarily due to the utilization of our interest-bearing funds for operations.

Previous wording

During the three months ended March 31, 2024 and 2023, we have financed our operations primarily though revenue generated from operations and sale of shares of our common stock. We expect to rely on our cash and cash equivalents, which was$39.0 million as of March 31, 2024, cash flows from operations, exercise of our warrants and proceeds from the At Market Financing 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 Quarterly Report on Form 10-Q are issued.

Current wording

During the three and six months ended June 30, 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. We expect to rely on our cash and cash equivalents, which was$46.4 million as of June 30, 2024, and cash flows 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 Quarterly Report on Form 10-Q are issued. Also, as described further below, we may receive additional funds when we issue shares of our common stock under the At Market Financing and if the stock warrants are exercised for cash.

Previous wording

We may receive additional funds from the offering and sale of our shares of our common stock, from time to time, under the At Market Financing with an aggregate offering price of not more than $100.0 million. During the three months ended March 31, 2024 and from the date of the Sales Agreement through March 31, 2024, the aggregate net proceeds were $8.8 million and $9.1 million, respectively. Subsequent to March 31, 2024 and through May 3, 2024, we have raised net proceeds of $2.1 million through the sale of 1.0 million shares. Actual sales, if any, of shares of common stock in 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.

Current wording

Under the At Market Financing, we may receive additional funds from the offering and sale of our shares of our common stock with an aggregate offering price of not more than $100.0 million. During the six months ended June 30, 2024 and from the date of the Sales Agreement through June 30, 2024, the aggregate net proceeds were $10.9 million and $11.2 million, respectively. Actual sales, if any, of shares of common stock in 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.

Previous wording

In addition, we may receive additional funds from the exercise of outstanding warrants. The exercise price of our public warrants and private warrants is $11.50 per share, and the exercise price of the PIPE warrants is $12.50 per share, though we and, in certain cases, the warrant agent have the ability to amend the applicable warrant agreement to reduce the exercise price, including to a price that is below the current trading price for our common stock. As of March 31, 2024, we had an aggregate of 45,668,236 public warrants and private warrants and 2,052,500 PIPE warrants outstanding. The likelihood that warrant holders will exercise the warrants and any cash proceeds that we would receive is dependent upon market conditions.

Current wording

We may also receive additional funds if our stock warrants are exercised for cash. The exercise price of our public warrants and private warrants is $11.50 per warrant, and the exercise price of the PIPE warrants is $12.50 per warrant, although we and, in certain cases, the warrant agent have the ability to amend the applicable warrant agreement to reduce the exercise price, including to a price that is below the trading price of our common stock at that time. 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. Such cash tender offer expired on June 11, 2024. A total of 12,575,664 public warrants and 500,000 private warrants were exercised. Net proceeds from such cash tender offer, after deducting stock issuance costs, totaled $13.6 million. Subsequent to our second fiscal quarter of 2024, and pursuant to another tender offer that expired on July 23, 2024, a total of 15,600,000 private warrants were exercised, on a cashless basis, in exchange for a total of 3,073,200 shares of our common stock. As of July 25, 2024, we had 16,692,572 public warrants, 300,000 private warrants and 2,052,500 PIPE warrants outstanding. The likelihood that warrant holders will exercise the warrants and any cash proceeds that we would receive is dependent upon market conditions.

Previous wording

We have incurred net losses to date. During the three months ended March 31, 2024, we incurred a net loss of $9.9 million. We expect to incur additional losses and increased expenses in future periods, including those associated with the design and build out of our GWh-scale manufacturing facility, continued research and development, and increased employee headcount to support those efforts.

Current wording

We have incurred net losses to date. During the three and six months ended June 30, 2024, we incurred a net loss of $12.5 million and $22.4 million, respectively. We expect to incur additional losses and increased expenses in future periods, including those associated with the design and build out of our GWh-scale manufacturing facility, continued research and development, and increased employee headcount to support those efforts.

Previous wording

As of March 31, 2024, 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. As of March 31, 2024, the total future minimum lease payable over the remaining weighted-average lease term of 14.2 years was approximately $71.0 million, of which approximately $1.9 million is payable over the next twelve months. For additional information about our leases, please refer to Note 9 to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Current wording

As of June 30, 2024, 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. As of June 30, 2024, the total future minimum lease payable, net of tenant improvement allowance, over the remaining weighted-average lease term of 13.9 years was approximately $70.7 million, of which approximately $2.5 million is payable over the next twelve months. For additional information about our leases, please refer to Note 9 to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

Net cash used in operating activities increased to $9.8 million during the three months ended March 31, 2024 from $6.5 million during the same period last year primarily due to the increase in personnel-related costs as we hired additional employees.

Current wording

Net cash used in operating activities increased to $17.7 million during the six months ended June 30, 2024 from $12.1 million during the same period last year primarily due to the increase in personnel-related costs as we hired additional employees.

Previous wording

Net cash used in investing activities increased to $3.9 million during the three months ended March 31, 2024 from $1.1 million during the same period last year primarily due to the construction of leasehold improvements in our manufacturing facilities and purchases of production equipment as we continue to expand our manufacturing capacity.

Current wording

Net cash used in investing activities increased to $5.5 million during the six months ended June 30, 2024 from $2.9 million during the same period last year primarily due to the construction of leasehold improvements in our manufacturing facilities and purchases of production equipment as we continue to expand our manufacturing capacity.

Previous wording

Net cash provided by financing activities increased to $8.2 million during the three months ended March 31, 2024 from $2.1 million during the same period last year. Net cash provided by financing activities during the three months ended March 31, 2024 and 2023 consisted primarily of the net proceeds from the issuance of common stock in connection with the Sales Agreement and the Common Stock Purchase Agreement (the “Stock Purchase Agreement”) with B. Riley Principal Capital II, LLC (“BRPC II”), respectively.

Current wording

Net cash provided by financing activities increased to $25.1 million during the six months ended June 30, 2024 from $10.3 million during the same period last year. Net cash provided by financing activities during the six months ended June 30, 2024 consisted primarily of the net proceeds from the issuance of common stock in connection with the Sales Agreement and the cash received upon exercise of our public and private warrants. Net cash provided by financing activities during the same period last year consisted primarily of the net proceeds from the issuance of common stock in connection with the Common Stock Purchase Agreement (the “Stock Purchase Agreement”) with B. Riley Principal Capital II, LLC (“BRPC II”).

Previous wording

There have been no changes to our critical accounting estimates during the three months ended March 31, 2024.

Current wording

There have been no changes to our critical accounting estimates during the six months ended June 30, 2024.