| 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
7,666,667 Warrants
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.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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)
|
Delaware |
|
001-40284 |
|
86-1888095 |
(State or
other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification Number) |
|
486 S. Pierce Avenue, Suite E
Louisville, Colorado
|
|
80027 |
|
(Address
of principal executive offices) |
|
(Zip
code) |
(303) 219-0720
(Registrant’s telephone number, including area code)
Not Applicable
(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
Symbol(s) |
|
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.
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. |
(d) Exhibits.
See the Exhibit index below, which is incorporated herein by
reference.
SIGNATURE
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. |
| |
|
|
| |
By: |
/s/ James Liebscher
|
| |
|
Name:
James Liebscher |
| |
|
Title:
Chief Legal Officer and Secretary |
Exhibit 99.1
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
For Investors:
Kevin Paprzycki
Chief Financial Officer
1 (800) 799-7380
investors@solidpowerbattery.com
For Media:
Will McKenna
Marketing Communications Director
(720) 598-2877
press@solidpowerbattery.com
Website: www.solidpowerbattery.com
Twitter: https://twitter.com/SolidPowerInc
LinkedIn: https://www.linkedin.com/company/solid-power
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