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Stockholders' Equity
 6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Stockholders' Equity Stockholders’ Equity
Common and Preferred Stock
As of June 30, 2024, 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 to one 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 June 30, 2024.
Equity Incentive Plans
We adopted the 2022 Equity Incentive Plan (“2022 Plan”) effective September 14, 2022. The 2022 Plan authorizes awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, or performance awards and may be granted to directors, employees or consultants.
As of June 30, 2024, the total number of shares reserved for issuance under the 2022 Plan was 13,444,139, which includes the increase in shares reserved pursuant to the evergreen provisions contained in the 2022 Plan and the assumed awards that were withheld for payment of an exercise price or were forfeited 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.
The Amprius Technologies, Inc. 2016 Equity Incentive Plan (“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.
The 2022 Plan and 2016 Plan are collectively referred to as the “Equity Incentive Plans.”
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 of four years.
As of June 30, 2024, the total unrecognized stock-based compensation expense related to the unvested stock options was approximately $4.2 million, which we expect to recognize over a weighted-average period of 1.8 years.
Restricted Stock Units (“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 June 30, 2024, the total unrecognized stock-based compensation expense related to the unvested RSUs was approximately $13.3 million, which we expect to recognize over a weighted-average period of 3.2 years.
Amprius, Inc. (“Amprius Holdings”) 2008 Stock Plan
The stock-based compensation costs under the Amprius Holdings 2008 Stock Plan, which were associated with grants to certain individuals who provided services to our company, were already fully recognized and included in the accompanying condensed consolidated statements of operations, with a corresponding increase in additional paid-in capital.
Employee Stock Purchase Plan
We adopted the 2022 Employee Stock Purchase Plan (“ESPP”) effective September 14, 2022. As of June 30, 2024, the total number of shares reserved for issuance was 2,724,333, which 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. We have not established an offering under the ESPP as of June 30, 2024.
Executive Incentive Compensation Plan
On September 14, 2022, our board of directors approved our Executive Incentive Compensation Plan, which will allow us to grant incentive awards to certain executive employees, generally payable in cash, based upon achieving specified goals. We have the right to settle the award by granting an equity award, which may be subject to vesting conditions. All awards under the Executive Incentive Compensation Plan will be subject to reduction, cancellation, forfeiture, or recoupment in accordance with any clawback policy that we are required to adopt pursuant to applicable laws. As of June 30, 2024, there were no awards granted under the Executive Incentive Compensation Plan.
Common Stock Warrants
On May 13, 2024, we offered the holders of the public and private warrants the opportunity to exercise their warrants for cash at a temporarily reduced exercise price of $1.10 per warrant. This cash tender offer expired on June 11, 2024. A total of 12,575,664 public warrants and 500,000 private warrants were exercised in connection with this cash tender offer. Gross proceeds from the exercise of the public and private warrants totaled $14.4 million. Incremental costs incurred, which were charged against the proceeds from the issuance of our shares of common stock, totaled $0.8 million.
Subsequent to the expiration of such cash tender offer, on June 24, 2024, we made a separate tender offer to the holders of the unexercised private warrants pursuant to which such holders were given the opportunity to exchange their warrants, on a cashless basis, for shares of our common stock based on an exchange ratio of 0.197 for each warrant validly tendered. This cashless tender offer expired after the end of our second fiscal quarter of 2024, on July 23, 2024. In our third fiscal quarter of 2024, a total of 15,600,000 private warrants were exchanged for a total of 3,073,200 shares of our common stock.
The temporary reduction in the exercise price of the public and private warrants in the cash tender offer was treated as a modification of those warrants. However, we have not recognized the effect of such modification because it was de minimis. Similarly, the exchange of private warrants for shares of our common stock in the cashless tender offer is being treated as a modification of those warrants. However, we do not anticipate that we will recognize the effect of such modification in a future period as it is also de minimis.
Shown below is a summary of the activity of the stock warrants as of and during the six months ended June 30, 2024:
Public
warrants		Private
warrants		PIPE
warrants		Total
Outstanding, December 31, 202329,268,236 16,400,000 2,052,500 47,720,736 
Exercised(12,575,664)(500,000)— (13,075,664)
Outstanding, June 30, 202416,692,572 15,900,000 2,052,500 34,645,072 
The public warrants and private warrants, which expire on September 14, 2027, are exercisable for one 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 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 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.
At Market Issuance 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. 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 $11.2 million.
Costs incurred related to the Sales Agreement, which were initially deferred and included in other assets in the accompanying condensed consolidated balance sheets, will be charged proportionally against the proceeds from the issuance of shares of common stock. The balance of unamortized deferred stock issuance costs was $0.2 million as of June 30, 2024.
Common Stock Purchase Agreement
On September 27, 2022, we entered into a Common Stock Purchase Agreement (the “Stock Purchase Agreement”) with B. Riley Principal Capital II, LLC (“BRPC II”), pursuant to which BRPC II committed to purchase shares of our common stock. We and BRPC II mutually agreed to terminate the Stock Purchase Agreement effective October 10, 2023.
Stock-Based Compensation
Stock-based compensation from stock options and RSUs under the Equity Incentive Plans and from stock options under the Amprius Holdings 2008 Stock Plan that we recorded were included in the following lines in the accompanying condensed consolidated statements of operations during the periods presented (in thousands):
Three months ended June 30,Six months ended June 30,
2024202320242023
Cost of revenue$242 $244 $409 $413 
Research and development270 27 440 47 
Selling, general and administrative1,429 653 2,339 1,190 
Total stock-based compensation expense$1,941 $924 $3,188 $1,650