Amprius Technologies (AMPX) FY2025 10-K Risk Factors: 11 New, 11 Dropped

What the changes say

Amprius Technologies faces new geopolitical and trade risks, including potential US tariffs on Chinese imports and supply chain rules under the National Defense Authorization Act.

What changed since the prior 10-K

New

NewRisks Related to Our Technology, Products and Manufacturing
customers may delay deliveries, or terminate orders, or we may initiate product recalls, each of which could adversely affect our sales and brand and could adversely affect our business, financial condition, results of operations and prospects
Our unique silicon anode battery architecture could experience unexpected failure modes causing safety events, warranty costs, and supply contract cancellations.
NewRisks Related to Our Technology, Products and Manufacturing
We may compete for time and efforts of certain of our officers and directors
We compete for the time and attention of officers and directors who also serve other entities such as Berzelius, creating potential conflicts of interest.
NewRisks Related to Our Technology, Products and Manufacturing
basis. Any of the foregoing could materially and adversely affect our business, financial condition, results of operations and prospects
Changes in US trade policy and proposed tariffs on Chinese imports could cause inflation and negatively impact operations of our customers and suppliers.
NewRisks Related to Our Technology, Products and Manufacturing
We face risks related to global economic, geopolitical, and market conditions, in part due to the geographies in which some of our customers are located
Geopolitical conflicts in Ukraine and the Middle East, where some of our defense customers operate, could cause economic volatility and impact future sales.
NewRisks Related to Our Business and Industry
Our future sales opportunities depend in part on the growth of markets for battery-powered applications. These applications may develop slower or at a size that is less than expected, to the extent they develop at all
Demand for our batteries depends on slower-than-expected growth in alternative fuel vehicles and battery-powered aviation applications.
NewRisks Related to Our Business and Industry
Additionally, we expect our operating expenses may increase substantially on account of increased headcount and other general and administrative expenses necessary to support a rapidly growing company
Rapidly growing operating expenses and headcount will require us to access debt and equity capital markets under uncertain economic and geopolitical conditions.
NewRisks Related to Our Business and Industry
potentially subject us to sanctions or investigations by the SEC, the applicable stock exchange or other regulatory authorities, which would require additional financial and management resources
Future requirements for our independent auditor to attest to our internal controls could increase financial and management resource burdens.
NewRisks Related to Our Business and Industry
Changes in levels of U.S. government defense spending could negatively impact our financial position and results of operations
Unpredictable fluctuations in US defense spending and DoW or DIU programs could result in reduced, canceled, or delayed contracts.
NewRisks Related to Our Business and Industry
centers or other systems used in our business could result in lengthy interruptions in our service and may adversely affect our reputation, business, financial condition, results of operations and prospects
Increasingly sophisticated cyberattacks, including ransomware in the industrial sector, and supply chain compliance requirements could disrupt our business and increase costs.
NewRisks Related to Ownership of Our Common Stock
Anti-takeover provisions in our certificate of incorporation, bylaws and Delaware law could make an acquisition of us more difficult, limit attempts by stockholders to replace or remove our management and limit the market price of our common stock
Anti-takeover provisions in our certificate of incorporation, bylaws, and Delaware law make it difficult for stockholders to acquire us or replace management.
NewRisks Related to Ownership of Our Common Stock
Concentration of ownership by shareholders of our common stock may prevent new investors from influencing significant corporate decisions
High ownership concentration among executives, directors, and major shareholders prevents new investors from influencing significant corporate decisions.

Dropped

DroppedRisks Related to Our Technology, Products and Manufacturing
Index to Consolidated Financial Statements
DroppedRisks Related to Our Technology, Products and Manufacturing
We may not meet our manufacturing cost targets, which would limit the size of our market opportunities
DroppedRisks Related to Our Technology, Products and Manufacturing
Our establishment of a volume manufacturing facility is subject to many risks, including, among others, risks relating to construction, permitting, delays, cost overruns, supply chain constraints, and operating in a new geographic area away from our headquarters
Reliance on third-party manufacturing partners and lack of control over Berzelius capacity.
DroppedRisks Related to Our Technology, Products and Manufacturing
Certain of our officers and directors provide services to other entities formerly affiliated with Amprius Holdings
DroppedRisks Related to Our Technology, Products and Manufacturing
Product liability claims, even those without merit or those that do not involve our battery products, could harm our business, financial condition, results of operations and prospects
Risk of not meeting manufacturing cost targets for high-volume lines.
DroppedRisks Related to Our Business and Industry
It is not possible to predict the actual number of shares we will sell under the Sales Agreement, if any, or the gross proceeds resulting from those sales
DroppedRisks Related to Our Business and Industry
Certain members of our management do not have experience in operating a public company
Risks related to expanding the Fremont facility and building a GWh-scale facility in Brighton, Colorado.
DroppedRisks Related to Our Business and Industry
contingencies. If we are not able to achieve the performance-based goals set for the incentives, we may not receive any funding or benefits from the state and local governments of Colorado
DroppedRisks Related to Our Business and Industry
We have contracts with certain government agencies of the United States (as a prime contractor or subcontractor)
DroppedRisks Related to Ownership of Our Common Stock
There can be no assurance that we will be able to comply with the continued listing standards of the NYSE
Conflicts of interest regarding officers serving entities formerly affiliated with Amprius Holdings.
DroppedRisks Related to Ownership of Our Common Stock
Subject to applicable securities laws and the satisfaction of any vesting restriction, the shares issued thereunder will be available for immediate resale in the public market

Reworded

100% rewrittenRisks Related to Our Business and Industry
Index to Consolidated Financial Statements
Added risks regarding capacity expansion commitments without guaranteed customer acceptance, potential product obsolescence, and customer hesitation if long-term success is unproven.
96% rewrittenRisks Related to Our Business and Industry
The unavailability, reduction or elimination of government and economic incentives could have a material adverse effect on our business, financial condition, results of operations and prospects
Added that federal clean energy tax credits from the Inflation Reduction Act were reduced, limited, or eliminated by the OBBB Act.
93% rewrittenRisks Related to Our Business and Industry
We may require additional capital to support business growth, and this capital might not be available on commercially reasonable terms or at all
Removed specific details of the $100.0 million Sales Agreement with B.Riley, Cantor Fitzgerald, and H.C. Wainwright.
82% rewrittenRisks Related to Our Technology, Products and Manufacturing
In the event any of the above risks, or any other adverse events resulting from our reliance on third parties, including those risks described below, occurs, our business, financial condition, results of operations and prospects may be adversely affected
Added risks regarding third-party reliance, operational inefficiencies, and requirements to source NDAA-compliant components under National Defense Authorization Act regulations.
73% rewrittenRisks Related to Our Technology, Products and Manufacturing
If our batteries fail to perform as expected, our ability to develop, market and sell our batteries would be adversely affected
Added that the company has previously performed immaterial repairs on batteries in certain limited instances.
59% rewrittenRisks Related to Our Technology, Products and Manufacturing
Our reliance on third parties to manufacture certain of our batteries or battery materials subjects us to certain risks
Retained the risk regarding our exclusive supply agreement with Berzelius with minor stylistic phrasing updates.
41% rewrittenRisks Related to Our Business and Industry
Our ability to utilize our net operating losses, tax credit carryforwards, and certain other tax attributes to offset future taxable income may be subject to certain limitations
Retained the standard Section 382 tax attribute limitation risk with minor punctuation and formatting updates.
40% rewrittenRisks Related to Our Business and Industry
We are an early-stage company with a history of financial losses and expect to incur significant expenses and continuing losses for the foreseeable future
Removed specific net loss figures ($44.7 million for 2024 and $36.8 million for 2023) and revenue figures from the description.
40% rewrittenRisks Related to Our Business and Industry
If existing customers do not make subsequent purchases from us or renew their contracts with us, our revenue could decline, and our results of operations would be adversely impacted
36% rewrittenRisks Related to Our Technology, Products and Manufacturing
We may not be able to establish supply relationships for necessary finished batteries, materials, components or equipment or may be required to pay more than anticipated for components or equipment, which could negatively impact our business
36% rewrittenRisks Related to Our Technology, Products and Manufacturing
We may not succeed in retaining and attracting key employees, particularly technical talent, needed to operate and build our business successfully
32% rewrittenRisks Related to Litigation and Regulatory Compliance
Our reliance on suppliers in foreign countries, including China and South Korea, subjects us to risks and uncertainties relating to foreign laws and regulations and changes in relations between the United States and such foreign countries
Was: Our reliance on suppliers in foreign countries, including China, subjects us to risks and uncertainties relating to foreign laws and regulations and changes in relations between the United States and such foreign countries
30% rewrittenRisks Related to Our Technology, Products and Manufacturing
Certain components of our batteries are hazardous and pose safety risks that may cause accidents in our manufacturing facility. We may be subject to financial and reputational risks due to product recalls and product liability claims, and we could face substantial liabilities that exceed our resources
28% rewrittenRisks Related to Our Business and Industry
If we fail to effectively manage our future personnel growth, we may not be able to market and sell our batteries successfully
26% rewrittenRisks Related to Our Business and Industry
We have pursued and may continue to pursue development agreements and other strategic alliances, which could have an adverse impact on our business if they are unsuccessful
26% rewrittenRisks Related to Our Warrants
The warrants are exercisable for common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders
26% rewrittenRisks Related to Ownership of Our Common Stock
Sales of substantial amounts of our common stock in the public markets, or the perception that such sales could occur, could cause the market price of our common stock to drop significantly, even if our business is doing well
23% rewrittenRisks Related to Litigation and Regulatory Compliance
Recent and potential tariffs imposed by the United States government or a global trade war has and could continue to increase the cost of our products, which could have a material adverse effect on our business, financial condition and results of operations
Was: Recent and potential tariffs imposed by the United States government or a global trade war could increase the cost of our products, which could have a material adverse effect on our business, financial condition and results of operations
20% rewrittenRisks Related to Our Business and Industry
Our cash and money market funds could be adversely affected if the financial institutions in which we hold our cash and money market funds fail

All 56 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Technology, Products and Manufacturing

01If our batteries fail to perform as expected, our ability to develop, market and sell our batteries would be adversely affected73% rewritten
02customers may delay deliveries, or terminate orders, or we may initiate product recalls, each of which could adversely affect our sales and brand and could adversely affect our business, financial condition, results of operations and prospectsNew
03Our reliance on third parties to manufacture certain of our batteries or battery materials subjects us to certain risks59% rewritten
04In the event any of the above risks, or any other adverse events resulting from our reliance on third parties, including those risks described below, occurs, our business, financial condition, results of operations and prospects may be adversely affected82% rewritten
05We rely on, and will continue to rely on, complex equipment for our operations, and manufacturing involves a significant degree of risk and uncertainty in terms of operational performance and costs
06We may not succeed in retaining and attracting key employees, particularly technical talent, needed to operate and build our business successfully36% rewritten
07We have pursued new product platforms and expanded our product portfolio. We may expend our limited resources to pursue a particular product and fail to capitalize on products that may be more profitable or for which there is a greater likelihood of success
08We may compete for time and efforts of certain of our officers and directorsNew
09We may encounter delays and technical obstacles in developing new battery products such as different cell formats to meet varied market requirements
10Certain components of our batteries are hazardous and pose safety risks that may cause accidents in our manufacturing facility. We may be subject to financial and reputational risks due to product recalls and product liability claims, and we could face substantial liabilities that exceed our resources30% rewritten
11We may not be able to accurately estimate the future supply and demand for our batteries, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenue. If we fail to accurately predict our manufacturing requirements, we could incur additional costs or experience delays
12We may not be able to establish supply relationships for necessary finished batteries, materials, components or equipment or may be required to pay more than anticipated for components or equipment, which could negatively impact our business36% rewritten
13basis. Any of the foregoing could materially and adversely affect our business, financial condition, results of operations and prospectsNew
14We face risks related to global economic, geopolitical, and market conditions, in part due to the geographies in which some of our customers are locatedNew

Risks Related to Our Business and Industry

15Index to Consolidated Financial Statements100% rewritten
16Our future sales opportunities depend in part on the growth of markets for battery-powered applications. These applications may develop slower or at a size that is less than expected, to the extent they develop at allNew
17Developments in alternative technology or other fossil fuel alternatives may adversely affect the demand for our battery products
18We have pursued and may continue to pursue development agreements and other strategic alliances, which could have an adverse impact on our business if they are unsuccessful26% rewritten
19Our ability to grow will depend, in part, on our ability to contract with aviation, EV and LEV OEMs to incorporate our batteries in their products, which will require significant time and expense, and may not come to fruition
20If existing customers do not make subsequent purchases from us or renew their contracts with us, our revenue could decline, and our results of operations would be adversely impacted40% rewritten
21If our customers choose to reduce purchases, or do not purchase at all, batteries manufactured outside of the United States, our revenue could decline and our prospects may be adversely affected
22We may require additional capital to support business growth, and this capital might not be available on commercially reasonable terms or at all93% rewritten
23Additionally, we expect our operating expenses may increase substantially on account of increased headcount and other general and administrative expenses necessary to support a rapidly growing companyNew
24Our future growth and success depend in part on our ability to grow our customer base and effectively sell to a wide variety of customers
25We continue to test our business model and any failure to realize our strategic plans would have an adverse effect on our operating results and business, harm our reputation and could result in substantial liabilities that exceed our resources
26We are an early-stage company with a history of financial losses and expect to incur significant expenses and continuing losses for the foreseeable future40% rewritten
27If we fail to effectively manage our future personnel growth, we may not be able to market and sell our batteries successfully28% rewritten
28Our insurance coverage may not be adequate to protect us from all business risks
29Our cash and money market funds could be adversely affected if the financial institutions in which we hold our cash and money market funds fail20% rewritten
30potentially subject us to sanctions or investigations by the SEC, the applicable stock exchange or other regulatory authorities, which would require additional financial and management resourcesNew
31Our ability to utilize our net operating losses, tax credit carryforwards, and certain other tax attributes to offset future taxable income may be subject to certain limitations41% rewritten
32The unavailability, reduction or elimination of government and economic incentives could have a material adverse effect on our business, financial condition, results of operations and prospects96% rewritten
33Changes in levels of U.S. government defense spending could negatively impact our financial position and results of operationsNew
34centers or other systems used in our business could result in lengthy interruptions in our service and may adversely affect our reputation, business, financial condition, results of operations and prospectsNew

Risks Related to Intellectual Property

35We rely heavily on our intellectual property portfolio. If we are unable to protect our intellectual property rights, our business and competitive position would be harmed
36We may need to defend ourselves against intellectual property infringement claims, which may be time-consuming and could cause us to incur substantial costs
37Our patent applications may not result in issued patents or our patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on our ability to prevent others from interfering with our commercialization of our batteries
38We may obtain licenses on technology that has not been commercialized or has been commercialized only to a limited extent, and the success of our business may be adversely affected if such technology does not perform as expected

Risks Related to Litigation and Regulatory Compliance

39Our operations expose us to litigation, environmental and other legal compliance risks. Compliance with laws and regulations can be expensive, and our failure to comply with these laws and regulations may result in monetary damages and fines, adverse publicity and a material adverse effect on our business
40employment-related liabilities, environmental matters, investment screening and national security laws, and compliance with U.S. and foreign laws, competition laws and laws governing improper business practices
41We are subject to a variety of laws and regulations related to the safety and transportation of our batteries. Our failure to comply with these laws and regulations may have a material adverse effect on our business and results of operations
42Failure to comply with certain health and production safety laws and regulations governing hazardous materials could materially adversely affect our business and results of operations
43we cannot assure you that none of our officers, directors, employees, business partners, agents, representatives and third party intermediaries will take actions in violation of our policies and applicable law, for which we may be ultimately held responsible
44We and our partners and suppliers are subject to governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate these controls
45Recent and potential tariffs imposed by the United States government or a global trade war has and could continue to increase the cost of our products, which could have a material adverse effect on our business, financial condition and results of operations23% rewritten
46Our reliance on suppliers in foreign countries, including China and South Korea, subjects us to risks and uncertainties relating to foreign laws and regulations and changes in relations between the United States and such foreign countries32% rewritten
47From time to time, we may be involved in legal proceedings and commercial or contractual disputes, which could have an adverse impact on our profitability and financial position

Risks Related to Ownership of Our Common Stock

48Anti-takeover provisions in our certificate of incorporation, bylaws and Delaware law could make an acquisition of us more difficult, limit attempts by stockholders to replace or remove our management and limit the market price of our common stockNew
49Concentration of ownership by shareholders of our common stock may prevent new investors from influencing significant corporate decisionsNew
50We incurred and may continue to incur significant expenses and administrative burdens as result of operating as a public company, which could have an adverse effect on our business, financial condition and results of operations
51If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline
52Sales of substantial amounts of our common stock in the public markets, or the perception that such sales could occur, could cause the market price of our common stock to drop significantly, even if our business is doing well26% rewritten
53We may issue additional shares of common stock under an employee incentive plan (including the 2022 Equity Incentive Plan and the Employee Stock Purchase Plan), or may issue preferred stock. Any such issuances would dilute the interest of our stockholders and likely present other risks

Risks Related to Our Warrants

54There is no guarantee that our warrants will be in the money, and they may expire worthless
55We may redeem unexpired public warrants prior to their exercise at a time that is disadvantageous to the warrant holders, thereby making the public warrants worthless
56The warrants are exercisable for common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders26% rewritten

Other Amprius Technologies 10-Ks

FY2024 10-K risk factors
56 risks
Amprius relies heavily on unproven high-volume manufacturing lines and third-party partners like Berzelius for its silicon anode batteries. Financial losses are ongoing, with net losses reaching $44.7 million in 2024 against $24.2 million in revenue. Scaling operations requires massive capital, facility expansion in Fremont and Brighton, and strict safety management against thermal runaway risks.
Filed Mar 20, 2025

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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.