Amprius Technologies, Inc. 8-K/A

What Happened Amprius Technologies, Inc. (AMPX) filed a Form 8‑K on May 19, 2026 reporting that on May 18 and May 19, 2026 it closed exchange agreements with public warrant holders and issued an aggregate of 2,726,631 “Exchange Shares” in exchange for the surrender and cancellation of the Exchange Public Warrants. The company relied on Section 4(a)(2) of the Securities Act for the unregistered issuance.

Key Details

• Dates: May 18 and May 19, 2026 (transactions closed across these two dates).
• Shares issued: 2,726,631 Exchange Shares issued to Public Warrant Holders.
• Consideration: Shares issued in exchange for surrender and cancellation of Exchange Public Warrants.
• Securities treatment: Issuance was made in reliance on Section 4(a)(2) of the Securities Act; the Exchange Shares may not be re‑offered or sold in the United States without an effective registration statement or an available exemption.
• Filing/signature: Form 8‑K dated May 19, 2026, signed by Ricardo C. Rodriguez, Chief Financial Officer.

Why It Matters This transaction increases the number of Amprius shares issued and changes the company’s capital structure by converting outstanding public warrants into common shares. Because the shares were issued in an unregistered exchange and carry resale restrictions in the U.S., immediate liquidity for those shares is limited until they are registered or an exemption applies. Investors should note the change to share count and monitor future filings for any registration statements or additional details on the impact to outstanding shares and potential dilution.