|PROSPECTUS SUPPLEMENT NO. 6||Filed Pursuant to Rule 424(b)(3)|
|(To Prospectus dated April 5, 2022)||Registration No. 333-261711|
89,684,845 Shares of Common Stock
This prospectus supplement supplements the prospectus dated April 5, 2022 (as supplemented to date, the “Prospectus”), which forms part of our Registration Statement on Form S-1 (No. 333-261711) for which Post-Effective Amendment No. 1 was filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2022 and declared effective by the SEC on April 5, 2022. This prospectus supplement is being filed to update the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the SEC on July 18, 2022 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus relates to the offer by us and the resale by the Selling Securityholders (as defined in “Selling Securityholders” in the Prospectus) of up to: (i) 7,666,667 shares of common stock, par value $0.0001 per share, of Solid Power, Inc. (“Common Stock”) issuable upon the exercise of an aggregate of 7,666,667 warrants held by Decarbonization Plus Acquisition Sponsor III LLC, a Delaware limited liability company (the “Sponsor”), and certain former independent directors, each of which is exercisable at a price of $11.50 per share (collectively, the “Private Placement Warrants”) and (ii) 11,666,636 shares of Common Stock issuable upon the exercise of 11,666,636 warrants, each of which is exercisable at a price of $11.50 per share (the “Public Warrants”).
The Prospectus also relates to the resale from time to time by the Selling Securityholders of up to: (i) 45,760,373 shares of Common Stock consisting of (a) an aggregate of 8,750,000 shares of Common Stock held by the Sponsor and certain former independent directors and (b) an aggregate of 37,010,373 shares of Common Stock beneficially owned by certain former stockholders of Solid Power Operating, Inc., (ii) an aggregate of 19,500,000 shares of Common Stock purchased at Closing (as defined in the Prospectus) by a number of subscribers pursuant to separate subscription agreements, (iii) 5,091,169 shares of Common Stock issued to Douglas Campbell upon his exercise of options to purchase shares of Common Stock and (iv) the 7,666,667 Private Placement Warrants.
Our Common Stock and Public Warrants are listed on the Nasdaq Global Select Market under the symbols “SLDP” and “SLDPW,” respectively. On July 15, 2022, the closing price of our Common Stock was $6.06 and the closing price for our Public Warrants was $1.15.
This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement. This prospectus supplement updates and supplements the information included or incorporated by reference in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any supplements to it.
We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.
Investing in our securities involves a high degree of risk. In reviewing the Prospectus, you should carefully consider the matters described under the heading “Risk Factors” beginning on page 8 of the Prospectus.
You should rely only on the information contained in the Prospectus, this prospectus supplement or any prospectus supplements to the Prospectus. We have not authorized anyone to provide you with different information.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is July 18, 2022.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 18, 2022
Solid Power, Inc.
(Exact Name of Registrant as Specified in Charter)
|(State or other jurisdiction
486 S. Pierce Avenue, Suite E
|(Address of principal executive offices)||(Zip code)|
(Registrant’s telephone number, including area code)
(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:
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-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 class||Trading
Name of each exchange
on which registered
|Common stock, par value $0.0001 per share||SLDP||The Nasdaq Stock Market LLC|
|Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50||SLDPW||The Nasdaq Stock Market LLC|
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
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. ¨
|Item 5.02||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.|
Effective on July 18, 2022, the Board of Directors (the “Board”) of Solid Power, Inc. (the “Company”) increased the size of the Board from eight directors to nine directors and filled the newly created vacancy by appointing MaryAnn Wright as a director of the Company. The Board designated Ms. Wright as a Class II director, to serve until the Company’s 2023 annual meeting of stockholders. Ms. Wright was also appointed to the Compensation Committee of the Board.
Ms. Wright will be compensated in accordance with the Company’s outside director compensation policy, which has previously been filed with the Securities and Exchange Commission (the “SEC”). In addition, the Company and Ms. Wright entered into the Company’s standard indemnification agreement, the form of which has previously been filed with the SEC.
There have been no transactions with the Company and there are currently no proposed transactions with the Company that would be required to be disclosed under Item 404(a) of Regulation S-K. No arrangement or understanding exists between Ms. Wright and any other person pursuant to which Ms. Wright was selected as a director of the Company.
|Item 8.01||Other Events.|
On July 18, 2022, the Company issued a press release announcing Ms. Wright’s appointment to the Board. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Internet addresses in the press release are for informational purposes only and are not intended to be hyperlinks to other information of the Company.
|Item 9.01||Financial Statements and Exhibits.|
See the Exhibit index below, which is incorporated herein by reference.
|99.1||Press Release, dated July 18, 2022.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
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.
Dated: July 18, 2022
|SOLID POWER, INC.|
/s/ James Liebscher
|Name: James Liebscher|
|Title: Chief Legal Officer and Secretary|
Solid Power Appoints Seasoned Automotive Industry Executive
MaryAnn Wright to Board of Directors
|–||Wright brings to the Solid Power board extensive experience in automotive industry as well as public company, leadership and energy storage expertise|
LOUISVILLE, Colo., July 18, 2022 – Solid Power, Inc. ("Solid Power") (Nasdaq: SLDP), an industry-leading developer of all-solid-state battery cells for electric vehicles, today announced its board of directors appointed MaryAnn Wright to the board, effective July 18, 2022, bringing the total number of board members to nine.
Ms. Wright brings to the Solid Power board more than 30 years’ experience building successful, high-performing teams, primarily in the automotive industry. Ms. Wright spent the first 18 years of her career at Ford Motor Company, where she served as Director, Sustainable Mobility Technologies and Hybrid Vehicle Programs. While at Ford, she was also the Chief Engineer of the 2005 Ford Escape Hybrid, the industry’s first hybrid-electric SUV, and led the launch of Ford’s first hydrogen-powered fuel cell fleet program. Most recently, Ms. Wright worked for Johnson Controls International PLC (NYSE:JCI), where she held various leadership positions, including serving as Group Vice President of Engineering and Product Development. In addition, Ms. Wright previously served as Vice President and General Manager for Johnson Controls Hybrid Systems and CEO of Johnson Controls-Saft (JCS), where she established JCS as a leading global provider of advanced battery systems. Prior to joining Johnson Controls, Ms. Wright served as Executive Vice President of Engineering, Product Development, Commercial and Program Management for Collins & Aikman Corporation. Ms. Wright currently serves on the boards of directors of Group 1 Automotive, Inc. (NYSE:GPI), Micron Technology (Nasdaq:MU), and Brunswick Corporation (NYSE:BC).
“We are excited to welcome MaryAnn to Solid Power’s board of directors,” said David Jansen, Chairperson and President of Solid Power. “MaryAnn’s recognized leadership in the automotive industry, and in particular her experience with public companies and energy storage technologies, make her a valuable addition to our board.”
Ms. Wright will serve as an independent director and a member of the board’s compensation committee.
About Solid Power
Solid Power is an industry-leading developer of all-solid-state rechargeable battery cells for electric vehicles and mobile power markets. Solid Power replaces the flammable liquid electrolyte in a conventional lithium-ion battery with a proprietary sulfide-based solid electrolyte. As a result, Solid Power's all-solid-state battery cells are expected to be safer and more stable across a broad temperature range, provide an increase in energy density compared to the best available rechargeable battery cells, enable less expensive, more energy-dense battery pack designs and be compatible with traditional lithium-ion manufacturing processes. For more information, visit http://www.solidpowerbattery.com/.
Solid Power Contact Information
Chief Financial Officer
1 (800) 799-7380
Marketing Communications Director