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Stockholders' Equity | 6 Months Ended
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Jun. 30, 2026
Equity [Abstract] |
Stockholders' Equity | Stockholders’ Equity Common Stock and Preferred Stock As of June 30, 2026, 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, 2026. Equity Incentive Plans As of June 30, 2026, 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 June 30, 2026, the total number of shares reserved for issuance, including shares issuable upon vesting of outstanding RSUs, under the 2022 Plan was 27,417,584. 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 June 30, 2026, 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 of 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 would not be less than 110% of such fair market value. Options granted generally have a maximum term of 10 years from the grant date or 90 days from the termination of the optionee and 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, 2026, the total unrecognized stock-based compensation expense related to the unvested stock options was approximately $0.3 million, which we expect to recognize over a weighted-average period of 0.5 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 June 30, 2026, the total unrecognized stock-based compensation expense related to the unvested RSUs was approximately $23.2 million, which we expect to recognize over a weighted-average period of 3.0 years. Employee Stock Purchase Plan (“ESPP”) As of June 30, 2026, there were no offerings established under the ESPP. We adopted the ESPP effective September 14, 2022. As of June 30, 2026, the total number of shares reserved for issuance was 5,238,832, 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:
|  | Public Warrants |  | Private Warrants |  | PIPE Warrants |  | Total
Outstanding, December 31, 2025 |  | 16,492,472 |  |  | 300,000 |  |  | 2,052,500 |  |  | 18,844,972 |
Exercise for cash |  | (33,055) |  |  | (160,000) |  |  | (1,048,900) |  |  | (1,241,955) |
Noncash exercise in exchange for shares of common stock |  | (7,128,458) |  |  | — |  |  | — |  |  | (7,128,458) |
Outstanding, June 30, 2026 |  | 9,330,959 |  |  | 140,000 |  |  | 1,003,600 |  |  | 10,474,559 |
The outstanding 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 (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 o n any securities exchange and are not redeemable. During the three months ended June 30, 2026, we entered into agreements with certain institutional holders of our unexercised public warrants to exchange such public warrants, on a cashless basis, for shares of our common stock. Based on the exchange ratio provided for in the agreements, we issued 2,726,631 shares in exchange for 7,128,458 public warrants. This cashless tender offer was treated as a modification of the public warrants, which resulted in an increase in the public warrants’ fair value of approximately $1.9 million. The incremental fair value of the modified public warrants, which are classified as equity, was 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. This resulted in a net zero effect on our condensed consolidated statements of stockholders’ equity. 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. At Market Issuance Sales Agreement (“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 six months ended June 30, 2025, we sold shares of our common stock under the Sales Agreement resulting in aggregate gross proceeds of approximately $18.7 million, offset by related commissions and transaction fees of approximately $0.5 million. As of December 31, 2025, the $100.0 million aggregate offering capacity under the Sales Agreement was utilized and the agreement has been terminated following the sales of all shares thereunder. 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 June 30, |  | Six months ended June 30,
| 2026 |  | 2025 |  | 2026 |  | 2025
Cost of revenue | $ | 111 |  |  | $ | 220 |  |  | $ | 217 |  |  | $ | 460 |
Research and development | 459 |  |  | 313 |  |  | 834 |  |  | 567 |
Selling, general and administrative | 1,971 |  |  | 1,373 |  |  | 3,548 |  |  | 2,701 |
Total stock-based compensation expense | $ | 2,541 |  |  | $ | 1,906 |  |  | $ | 4,599 |  |  | $ | 3,728 |

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