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Stockholders' Equity | 9 Months Ended
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Sep. 30, 2024
Equity [Abstract] |
Stockholders' Equity | Stockholders’ Equity Common Stock and Preferred Stock As of September 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 September 30, 2024. Equity Incentive Plans 2022 Equity Incentive Plan (“2022 Plan”) We adopted the 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 September 30, 2024, the total number of shares reserved for issuance under the 2022 Plan was 13,418,125, 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. 2016 Equity Incentive Plan (“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. The 2022 Plan and 2016 Plan are collectively referred to as the “Equity Incentive Plans.” To date, all grants made under the Equity Incentive Plans have been stock options or restricted stock units (“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 of four years. As of September 30, 2024, the total unrecognized stock-based compensation expense related to the unvested stock options was approximately $3.5 million, which we expect to recognize over a weighted-average period of 1.6 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, 2024, the total unrecognized stock-based compensation expense related to the unvested RSUs was approximately $12.0 million, which we expect to recognize over a weighted-average period of 3.1 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 as of September 30, 2024 and included in the accompanying condensed consolidated statements of operations, with a corresponding increase in additional paid-in capital. On October 23, 2024, in connection with the liquidation and dissolution of Amprius Holdings, we assumed all of Amprius Holdings’ outstanding stock options to purchase shares of Amprius Holdings Class A common stock under the Amprius Holdings 2008 Stock Plan and the Amprius Holdings Second Equity Incentive Plan. See Note 12 below for additional information. Employee Stock Purchase Plan We adopted the 2022 Employee Stock Purchase Plan (“ESPP”) effective September 14, 2022. As of September 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 U.S. Internal Revenue Code of 1986 (as amended) (the “Code”) 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 September 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 September 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. This cash tender offer was treated as a modification of the public and private warrants. However, we have not recognized the effect of such modification because the incremental fair value was de minimis. 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 on July 23, 2024. A total of 15,600,000 private warrants were exchanged for a total of 3,073,200 shares of our common stock in connection with this cashless tender offer. This cashless tender offer was treated as a modification of the private warrants. Such modification resulted in an increase in the private warrants’ fair value of approximately $0.7 million. The incremental fair value of the modified private warrants, which are classified as equity, is presented as an increase in additional paid-in capital on our condensed consolidated statements of stockholders’ equity. In addition, the incremental fair value is treated as a noncash deemed dividend and is presented as a reduction in additional paid-in capital, instead of a reduction in retained earnings due to our accumulated deficit position on our condensed consolidated statements of stockholders’ equity. Shown below is a summary of the activity of the stock warrants as of and during the nine months ended September 30, 2024:
|  | Public warrants |  | Private warrants |  | PIPE warrants |  | Total
Outstanding, December 31, 2023 |  | 29,268,236 |  |  | 16,400,000 |  |  | 2,052,500 |  |  | 47,720,736 |
Exercise for cash |  | (12,575,664) |  |  | (500,000) |  |  | — |  |  | (13,075,664) |
Noncash exercise in exchange for shares of common stock |  | — |  |  | (15,600,000) |  |  | — |  |  | (15,600,000) |
Outstanding, September 30, 2024 |  | 16,692,572 |  |  | 300,000 |  |  | 2,052,500 |  |  | 19,045,072 |
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 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 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 September 30, 2024, we sold shares of our common stock under the Sales Agreement resulting in aggregate net proceeds of 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 September 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 September 30, |  | Nine months ended September 30,
| 2024 |  | 2023 |  | 2024 |  | 2023
Cost of revenue | $ | 223 |  |  | $ | 269 |  |  | $ | 632 |  |  | $ | 682 |
Research and development | 248 |  |  | 27 |  |  | 688 |  |  | 74 |
Selling, general and administrative | 1,249 |  |  | 819 |  |  | 3,588 |  |  | 2,009 |
Total stock-based compensation expense | $ | 1,720 |  |  | $ | 1,115 |  |  | $ | 4,908 |  |  | $ | 2,765 |

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