UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMPRIUS TECHNOLOGIES, INC
(Name of Subject Company (Issuer) and Filing Person (Offeror))
PRIVATE WARRANTS TO PURCHASE COMMON STOCK AT AN EXERCISE PRICE OF $11.50 PER SHARE
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Dr. Kang Sun
Chief Executive Officer
Amprius Technologies, Inc.
1180 Page Avenue
Fremont, California 94538
Telephone: (800) 425-8803
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)
WITH A COPY TO:
Michael J. Danaher
Mark B. Baudler
Austin D. March
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304
Telephone: (650) 493-9300
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate note provision(s):
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 1 (this “Amendment No. 1”) amends the prospectus/offer to exchange, dated June 24, 2024 (as it may be amended and supplemented from time to time, the “Prospectus/Offer to Exchange”), a copy of which was filed as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO originally filed by Amprius Technologies, Inc. (the “Company,” “us” or “we”), a Delaware corporation, on June 24, 2024 (as it may be amended and supplemented from time to time, the “Schedule TO”), relating to an offer by the Company to each holder of the Company’s outstanding private placement warrants (the “Private Warrants”) to purchase up to 15,900,000 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at an exercise price of $11.50 per share, to receive 0.197 shares of Common Stock in exchange for every outstanding Private Warrant tendered by the holder and exchanged pursuant to the offer (the “Offer”). The Offer is made upon and subject to the terms and conditions set forth in the Prospectus/Offer to Exchange and in the related Letter of Transmittal, the form of which was attached as Exhibit (a)(1)(B) to the Schedule TO (the “Letter of Transmittal”).
Except as amended hereby, the information contained in the Schedule TO, the Prospectus/Offer to Exchange and the other exhibits to the Schedule TO remains unchanged and is hereby expressly incorporated into this Amendment No. 1 by reference. This Amendment No. 1 should be read with the Schedule TO and the Prospectus/Offer to Exchange.
The information in the Prospectus/Offer to Exchange and in the related Letter of Transmittal, including all schedules and exhibits thereto, is incorporated by reference herein to answer the items required in this Schedule TO.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Prospectus/Offer to Exchange under “Summary” is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the subject company (issuer) and filing person (offeror) is Amprius Technologies, Inc. The address and telephone number of its principal executive offices are 1180 Page Avenue, Fremont, California 94538, telephone (800) 425-8803.
(b) As of June 18, 2024, the Company had 15,900,000 outstanding Private Warrants.
(c) The Private Warrants are not publicly traded. The information set forth in the Prospectus/Offer to Exchange under “The Offer—Market Information and Related Stockholder Matters” is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The Company is the filing person and the subject company. The address and telephone number of the Company and each of the Company’s executive officers and directors is c/o Amprius Technologies, Inc., 1180 Page Avenue, Fremont, California 94538, telephone (800) 425-8803. The following persons are executive officers and directors of the Company:
Name | Position at the Company | |
| Kathleen Ann Bayless | Director | |
| Jonathan Bornstein | President of Amprius Lab | |
| Dr. Steven Chu | Director | |
| Donald R. Dixon | Chairman | |
| Mary Gustanski | Director | |
| Dr. Wen Hsieh | Director | |
| Justin Mirro | Director | |
| Dr. C. Ionel Stefan | Chief Technology Officer | |
| Dr. Kang Sun | President, Chief Executive Officer and Director | |
| Sandra Wallach | Chief Financial Officer |
2
Amprius, Inc. (“Amprius Holdings”) holds a majority of the Common Stock. As such, Amprius Holdings may be deemed to control the Company. Based on the information reported on Amprius Holdings’ Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on September 19, 2022, as amended on May 12, 2023, the following persons are executive officers and directors of Amprius Holdings:
Name | Position at Amprius Holdings | |
| Dr. Steven Chu | Director | |
| Dr. Yi Cui | Director | |
| Donald R. Dixon | Director | |
| Dr. Wen Hsieh | Director | |
| Alan Salzman | Director | |
| Dr. Kang Sun | President, Chief Executive Officer and Director |
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the Prospectus/Offer to Exchange under “Summary” and “The Offer” is incorporated herein by reference.
(b) The information set forth in the Prospectus/Offer to Exchange under “The Offer—Interests of Directors, Executive Officers and Others” is incorporated herein by reference.
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a)–(b) The information set forth in the Prospectus/Offer to Exchange under “The Offer—Transactions and Agreements Concerning Our Securities” and “Description of Capital Stock” is incorporated herein by reference. The information set forth under “Related Person Transactions” in our definitive proxy statement on Schedule 14A, filed with the SEC on April 25, 2024 (the “Proxy Statement”), is also incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a)–(c) The information set forth in the Prospectus/Offer to Exchange under “The Offer—Background and Purpose of the Offer” is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Prospectus/Offer to Exchange under “The Offer—Source and Amount of Funds” is incorporated herein by reference.
(b) Not applicable.
(d) Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth in the Prospectus/Offer to Exchange under “The Offer—Interests of Directors, Executive Officers and Others” is incorporated herein by reference.
(b) The information set forth in the Prospectus/Offer to Exchange under “The Offer—Transactions and Agreements Concerning Our Securities” is incorporated by reference herein.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information set forth in the Prospectus/Offer to Exchange under “The Offer—Fees and Expenses” is incorporated herein by reference.
3
ITEM 10. FINANCIAL STATEMENTS.
(a) The consolidated financial statements for the fiscal years ended December 31, 2023 and 2022 included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 28, 2024 (the “Annual Report”), and the unaudited condensed consolidated financial statements for the quarterly periods ended March 31, 2024 and 2023 included in Part I, Item 1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended for March 31, 2024 filed with the SEC on May 9, 2024 (the “Quarterly Report”) are each incorporated by reference herein. The full text of such financial statements and other financial information, as well as the other documents the Company has filed with the SEC prior to, or will file with the SEC subsequent to, the filing of this Schedule TO are available for inspection and copying from the SEC’s website at www.sec.gov.
On March 31, 2024, the Company’s book value per share was $0.65, which is the date as of the most recent balance sheet incorporated herein by reference.
Set forth below are summary consolidated statements of operations data and summary consolidated balance sheet data presented as of and for the years ended December 31, 2023 and 2022, which should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited financial statements and the notes thereto included in the Annual Report, and summary consolidated statements of operations data for the fiscal first quarterly periods ended March 31, 2024 and 2023 and summary consolidated balance sheet data as of March 31, 2024, which should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the unaudited financial statements and the notes thereto included in the Quarterly Report, each of which is incorporated herein by reference as set forth above.
Consolidated Statements of Operations Data
| Three months ended March 31, | Year ended December 31, | |||||||||||||||
| (In thousands, except per share data) | 2024 | 2023 | 2023 | 2022 | ||||||||||||
Revenue | $ | 2,336 | $ | 679 | $ | 9,053 | $ | 4,409 | ||||||||
Cost of revenue | 6,781 | 4,196 | 23,729 | 10,063 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Gross loss | (4,445 | ) | (3,517 | ) | (14,676 | ) | (5,654 | ) | ||||||||
Operating expenses | 5,874 | 6,234 | 24,033 | 12,387 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Loss from operations | (10,319 | ) | (9,751 | ) | (38,709 | ) | (18,041 | ) | ||||||||
Other income, net | 433 | 649 | 1,933 | 709 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Net loss | $ | (9,886 | ) | $ | (9,102 | ) | $ | (36,776 | ) | $ | (17,332 | ) | ||||
|
|
|
|
|
|
|
| |||||||||
Net loss per share of common stock, basic and diluted | $ | (0.11 | ) | $ | (0.11 | ) | $ | (0.43 | ) | $ | (0.24 | ) | ||||
|
|
|
|
|
|
|
| |||||||||
Consolidated Balance Sheet Data
| (In thousands) | March 31, 2024 | December 31, 2023 | December 31, 2022 | |||||||||
Total current assets | $ | 45,623 | $ | 50,522 | $ | 75,173 | ||||||
Total non-current assets | $ | 59,064 | $ | 57,214 | $ | 7,998 | ||||||
Total current liabilities | $ | 9,762 | $ | 13,457 | $ | 6,917 | ||||||
Total non-current liabilities | $ | 34,990 | $ | 34,479 | $ | 3,221 | ||||||
Stockholders’ equity | $ | 59,935 | $ | 59,800 | $ | 73,033 | ||||||
(b) Not applicable.
4
ITEM 11. ADDITIONAL INFORMATION.
(a)(1) The information set forth in the Prospectus/Offer to Exchange under “The Offer—Agreements, Regulatory Requirements and Legal Proceedings” and in the section of the Proxy Statement under “Related Person Transactions” is incorporated herein by reference.
(a)(2) The information set forth in the Prospectus/Offer to Exchange under “The Offer—Agreements, Regulatory Requirements and Legal Proceedings” is incorporated herein by reference.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5) None.
(c) None.
ITEM 12. EXHIBITS.
The following are attached as exhibits to this Schedule TO:
5
| * | Previously filed |
6
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not Applicable.
7
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: July 3, 2024 | AMPRIUS TECHNOLOGIES, INC. | |||
| By: | /s/ Kang Sun | |||
| Name: | Dr. Kang Sun | |||
| Title: | Chief Executive Officer | |||
8
