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Amprius Technologies (NYSE: AMPX) issues 2.7M shares in exchange for 7.1M warrants

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

Amprius Technologies filed an amendment to update details on its recently completed warrant-for-share exchange. On May 18 and May 19, 2026, the company issued an aggregate of 2,726,631 shares of common stock to institutional holders in exchange for 7,128,458 public warrants, which were surrendered and cancelled.

The shares were issued as unregistered securities in private transactions relying on Section 4(a)(2) of the Securities Act, meaning they cannot be freely resold in the United States without an effective registration statement or a valid exemption.

Positive

  • None.

Negative

  • None.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Exchange public warrants 7,128,458 warrants Aggregate public warrants exchanged under Warrant Exchange Agreements
Exchange shares issued 2,726,631 shares Common stock issued on May 18 and May 19, 2026
Securities Act exemption Section 4(a)(2) Exemption relied on for unregistered issuance of exchange shares
Par value per share $0.0001 per share Par value of Amprius common stock issued as exchange shares
Closing dates May 18 and May 19, 2026 Dates transactions under the Exchange Agreements were closed
Warrant Exchange Agreements financial
"related to the entry into Warrant Exchange Agreements (the “Exchange Agreements”) with certain institutional holders"
public warrants financial
"holders (the “Public Warrant Holders”) of the Company’s public warrants (the “Public Warrants”)"
Public warrants are tradable securities that give the holder the right to buy a company’s stock at a fixed price before a set expiration date. Like a coupon that lets you purchase shares later at a preset price, they matter to investors because using them can bring new cash into the company but also increase the total number of shares outstanding, which can dilute existing ownership and influence the stock’s price and potential gains.
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities On May 18 and May 19, 2026"
Section 4(a)(2) of the Securities Act regulatory
"was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
Exchange Shares financial
"issued an aggregate of 2,726,631 Exchange Shares to the Public Warrant Holders"
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 8-K/A
Amendment No. 1
_________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 2026
_________________________
Amprius Technologies, Inc.
(Exact name of Registrant as Specified in Its Charter)
_________________________
Delaware001-4131498-1591811
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1180 Page Ave
Fremont, California
94538
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: (800) 425-8803
N/A
(Former Name or Former Address, if Changed Since Last Report)
_________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)		Name of each exchange
on which registered
Common stock, par value $0.0001 per shareAMPXThe New York Stock Exchange
Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50AMPX.WThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
EXPLANATORY NOTE

On May 7, 2026, Amprius Technologies, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) related to the entry into Warrant Exchange Agreements (the “Exchange Agreements”) with certain institutional holders (the “Public Warrant Holders”) of the Company’s public warrants (the “Public Warrants”), pursuant to which the Public Warrant Holders agreed to exchange an aggregate of 7,128,458 Exchange Public Warrants for shares (the “Exchange Shares”) of the common stock of the Company, par value $0.0001 per share. The Original 8-K described the terms of the transactions contemplated by the Exchange Agreements and described the formula for calculating the number of Exchange Shares to be issued in exchange for the Public Warrants. This Amendment No. 1 to Current Report on Form 8-K/A (this “Amendment”) is being filed to supplement the Original 8-K to report the total number of Exchange Shares issued at the closings of these transactions on May 18 and May 19, 2026.

Except as expressly set forth herein, this Amendment does not amend the Original 8-K in any way and does not modify or update any other disclosures contained in the Original 8-K. This Amendment supplements the Original 8-K and should be read in conjunction with the Original 8-K.

Item 3.02 Unregistered Sales of Equity Securities

On May 18 and May 19, 2026, the Company closed the transactions contemplated by the Exchange Agreements and issued an aggregate of 2,726,631 Exchange Shares to the Public Warrant Holders in exchange for the surrender and cancellation of the Exchange Public Warrants. The issuance by the Company of the Exchange Shares was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in reliance in part on the representations, warranties and covenants made by the Public Warrant Holders. The Exchange Shares that were issued pursuant to the Exchange Agreements may not be re-offered or sold in the United States absent an effective registration statement or an exemption from the registration requirements under applicable federal and state securities laws.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AMPRIUS TECHNOLOGIES, INC.
Date: May 19, 2026By:/s/ Ricardo C. Rodriguez
Name: Ricardo C. Rodriguez
Title: Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Amprius Technologies (AMPX) disclose in this 8-K/A amendment?

Amprius Technologies disclosed the final number of shares issued in a warrant-for-share exchange. The company reported that it issued 2,726,631 common shares in exchange for public warrants that were surrendered and cancelled on May 18 and May 19, 2026.

How many Amprius (AMPX) warrants were exchanged and cancelled?

Institutional holders agreed to exchange an aggregate of 7,128,458 public warrants. These public warrants were surrendered and cancelled in return for newly issued common shares, reducing the outstanding warrant overhang while increasing the company’s common share count through the exchange transaction.

How many Amprius Technologies (AMPX) shares were issued in the warrant exchange?

Amprius issued a total of 2,726,631 common shares as “Exchange Shares.” These shares were delivered to institutional public warrant holders in return for their 7,128,458 exchanged public warrants, with the closings of the transactions occurring on May 18 and May 19, 2026.

Was the Amprius (AMPX) warrant exchange a registered public offering?

The warrant exchange was not a registered public offering. Amprius issued the 2,726,631 exchange shares as unregistered securities in reliance on Section 4(a)(2) of the Securities Act, using representations and covenants from the institutional public warrant holders to support the private offering exemption.

Can the new Amprius (AMPX) exchange shares be freely resold in the U.S.?

The exchange shares cannot be freely resold in the United States immediately. They may not be re-offered or sold unless there is an effective registration statement covering them, or the holders qualify for an applicable exemption from federal and state securities law registration requirements.

Why did Amprius Technologies (AMPX) file an amendment to its original 8-K?

Amprius filed this amendment to supplement its earlier 8-K by adding the final number of exchange shares issued. The original report described the warrant exchange terms, and this amendment specifically reports the total shares delivered at closing on May 18 and May 19, 2026.

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