| PROSPECTUS
SUPPLEMENT NO. 11 |
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 December 2, 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 December 1, 2022, the closing price of our
Common Stock was $3.43 and the closing price for our Public
Warrants was $0.55.
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 7 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 December 2,
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): December 1,
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 1.01 |
Entry into a Material Definitive Agreement. |
Effective December 1, 2022 (the “Effective Date”), Solid Power
Operating, Inc., a wholly owned subsidiary of Solid Power, Inc.
(the “Company”), entered into a Second Amendment (the “Second
Amendment”) to that certain Lease Agreement by and between the
Company and Red Pierce, LLC (the “Landlord”), dated November 29,
2016, as amended (the “Original Lease” and, as amended by the
Second Amendment, the “Site 1 Master Lease”). Pursuant to the
Original Lease, the Company currently leases 19,195 square feet of
rentable space from the Landlord at a facility in Louisville,
Colorado. The Company is also currently occupying an additional
9,645 square feet of rentable space (the “Suite D Premises”) at
this facility. Prior to the Effective Date, the Company subleased
the Suite D Premises from a third-party pursuant to a separate
sublease agreement (the “Sublease Agreement”). As further described
below, in connection with the Second Amendment, the Suite D
Premises have been added to the Site 1 Master Lease; as a result,
the Sublease Agreement was terminated on the Effective Date by
mutual agreement of the parties.
The Second Amendment, among other things, (i) expands the Company’s
leased premises under the Site 1 Master Lease to include the Suite
D Premises, resulting in the Company leasing approximately 29,000
square feet of rentable space from the Landlord at the Louisville,
Colorado facility pursuant to the Site 1 Master Lease; (ii) extends
the initial term of the Site 1 Master Lease from September 6, 2024
to September 6, 2029; and (iii) provides for monthly rent payments
of approximately $33,310, commencing on the Effective Date until
September 6, 2023, subject to yearly increases thereafter as
specified in the Second Amendment. Except as otherwise described
above, all other material terms and conditions of the Original
Lease remain in full force and effect.
The Louisville, Colorado facility, including the Suite D Premises,
will continue to serve as the Company’s corporate headquarters and
the Company intends to continue using this facility primarily for
research and development, manufacturing and quality control
purposes.
The foregoing description of the Second Amendment is qualified in
its entirety by the full text of the Second Amendment, a copy of
which is filed as Exhibit 10.1 to this Current Report on Form 8-K,
and incorporated herein by reference.
|
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
± Certain portions of this exhibit have been omitted in accordance
with Regulation S-K Item 601. The Company agrees to furnish an
unredacted copy of the exhibit to the SEC upon request.
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: December 2, 2022
| |
SOLID
POWER, INC. |
| |
|
|
| |
By: |
/s/ James Liebscher |
| |
|
Name:
James Liebscher |
| |
|
Title:
Chief Legal Officer and Secretary |
Exhibit 10.1
CERTAIN IDENTIFIED
INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS
BOTH (I) NOT MATERIAL AND (II) CONFIDENTIAL. [ * * * ]
INDICATES THAT INFORMATION HAS BEEN REDACTED.
SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is made
and entered into as of the date of Landlord’s signature below (the
“Amendment Effective Date”), by and between Red Pierce,
LLC, an Ohio limited liability company (“Landlord”), and
Solid Power Operating, Inc., a Colorado corporation
(“Tenant”).
WITNESSETH:
WHEREAS, Landlord and Tenant entered into a “Lease Agreement” dated
November 29, 2016, as amended by “Amendment to Lease” dated
December 5, 2017 (collectively, the “Lease"), wherein
Landlord leases to Tenant the Premises (as defined in the Lease)
commonly known as Suite E, which is 19,195 rentable square
feet of 486 S. Pierce Avenue, Louisville, Colorado 80027; and
WHEREAS, Landlord and Tenant desire to modify the terms of the
Lease pursuant to the terms of this Amendment.
NOW, THEREFORE, for good, valuable, and sufficient
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree that such Lease shall be and is
hereby amended and modified as follows.
|
1. |
DEFINED TERMS: Any
capitalized terms used but not defined in this Amendment shall have
the meanings ascribed to them under the Lease, unless the context
herein otherwise expressly requires. |
|
2. |
ADDITION OF SUITE D:
As of the Amendment Effective Date, the Premises will be expanded
to add what is stipulated to be 9,645 rentable square feet in the
portion of the Building commonly referred to as “Suite D.”
Attached hereto as Schedule 1 is an illustration of
Suite D, such schedule being incorporated herein by reference.
For the avoidance of doubt, the Option to Extend in the Lease
(Exhibit E), as applicable, shall apply to Suites D and E
together (and neither suite without the other). |
|
3. |
BUILDING; Tenant’s
Share: “Building” means the building consisting of
62,326 rentable square feet on the Property. With the addition of
Suite D, the Premises shall constitute 28,840 square feet, and
Tenant’s Share shall thus be increased, as of the Amendment
Effective Date, to 46.27%. |
|
4. |
EXTENSION OF TERM; EXPIRATION
DATE: Reference to eighty-six (86) months for the Term and
Expiration Date is hereby replaced with one hundred forty-six (146)
months, with the Expiration Date being 11:59 pm on
September 6, 2029. |
|
5. |
BASE RENT:
Base Rent during the remainder of the Term shall be due and payable
by Tenant in amounts per the below Base Rent schedule: |
|
Lease Months |
|
Lease Dates |
|
Annual Rate
Per Square Foot |
|
|
Base Rent
Per Month |
|
|
Remainder of Lease Year 6 |
|
Amendment Effective Date – 09/06/2023 |
|
$ |
13.86 |
|
|
$ |
33,310.20 |
* |
|
Lease Year 7 |
|
09/07/2023 –
09/06/2024 |
|
$ |
14.28 |
|
|
$ |
34,319.60 |
|
|
Lease Year 8 |
|
09/07/2024 –
09/06/2025 |
|
$ |
14.78 |
|
|
$ |
35,520.79 |
|
|
Lease Year 9 |
|
09/07/2025 –
09/06/2026 |
|
$ |
15.30 |
|
|
$ |
36,764.01 |
|
|
Lease Year 10 |
|
09/07/2026 –
09/06/2027 |
|
$ |
15.83 |
|
|
$ |
38,050.75 |
|
|
Lease Year 11 |
|
09/07/2027 –
09/06/2028 |
|
$ |
16.39 |
|
|
$ |
39,382.53 |
|
|
Lease Year 12 |
|
09/07/2028 –
09/06/2029 |
|
$ |
16.96 |
|
|
$ |
40,760.92 |
|
*If the first lease month as of the Amendment Effective Date is
less than 30 days, such Rent shall be calculated on a per day
basis, with such Base Rent and Additional Rent (Tenant’s Share)
existing immediately before the Amendment Effective Date being
applied to each day of such lease month prior to the Amendment
Effective Date.
|
6. |
RESTORATION
AGREEMENT: Simultaneous with execution hereof, the parties
shall execute a restoration agreement in the form and substance
attached hereto as Schedule 2 (the “Restoration
Agreement”), the terms of which are of material consideration
for this Amendment. |
|
7. |
OTHER TERMS REMAIN
UNCHANGED: All remaining terms and conditions of the Lease
will remain in full force and effect, except as modified by this
Amendment. |
|
8. |
BINDING ON SUCCESSORS AND
ASSIGNS: All the covenants and agreements of the parties
herein above contained shall apply to and bind the parties, their
agents, successors, and assigns. |
|
9. |
COUNTERPARTS; ELECTRONIC
MEANS: This Amendment may be executed in multiple
counterparts, each of which shall be deemed an original agreement
and both of which shall constitute one and the same agreement. The
counterparts of this Amendment may be executed and delivered by
facsimile or other electronic signature (including portable
document format) by either of the parties and the receiving party
may rely on the receipt of such document so executed and delivered
electronically or by facsimile as if the original had been
received. |
[Signature Page(s) Follow]
[Remainder of Page Intentionally Blank]
This Amendment is entered into by and between the following parties
as of the Amendment Effective Date.
| |
LANDLORD: |
| |
Red Pierce, LLC |
| |
|
| |
By: |
/s/ John
Comunale |
| |
Name: |
John
Comunale |
| |
Its: |
Manager |
| |
|
| |
Date: |
12/1/2022 |
|
| |
|
| |
|
| |
TENANT: |
| |
Solid Power Operating, Inc. |
| |
a Colorado corporation |
| |
|
| |
|
| |
By: |
/s/ Kevin
Paprzycki |
| |
Name: |
Kevin
Paprzycki |
| |
Its: |
CFO |
Signature Page(s) to Second Amendment to Lease
Schedule 1 – Suite D
[ * * * ]
Schedule 2 – Restoration Agreement
[ * * * ]
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