Current Report Filing (8-k)
January 18 2022 - 8:32AM
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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):
January 17, 2022
Solid
Power, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
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001-40284
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86-1888095
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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486
S. Pierce Avenue, Suite E
Louisville, Colorado
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80027
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(Address of principal executive offices)
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(Zip code)
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(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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common stock, par value $0.0001 per share
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SLDP
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The Nasdaq Stock Market LLC
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Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50
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SLDPW
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The Nasdaq Stock Market LLC
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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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Effective on January 17, 2022, the Board of Directors
(the “Board”) of Solid Power, Inc. (the “Company”) increased the size of the Board from seven directors to eight
directors and filled the newly created vacancy by appointing Lesa Roe as a director of the Company. The Board designated Ms. Roe as a
Class I director, to serve until the Company’s 2022 annual meeting of stockholders. Ms. Roe was also appointed to the Audit Committee
of the Board and the Nominating and Corporate Governance Committee of the Board.
Ms. Roe 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. Roe 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. Roe and any other person pursuant to which Ms. Roe was selected as a director
of the Company.
Item 7.01
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Regulation FD Disclosure.
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On January 18, 2022, the Company issued a press
release announcing Ms. Roe’s appointment to the Board. The full text of the press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K. Internet addresses in the press release are for informational purposes only and are not intended to be hyperlinks
to other information of the Company.
The information contained in this Item 7.01 and
in the accompanying Exhibit 99.1 shall not be incorporated by reference into any filing of the Company, whether made before or after the
date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such
filing. The information in this Item 7.01 and the exhibit hereto shall not be deemed to be “filed” for purposes of Section
18 of the Exchange Act or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933,
as amended.
Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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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: January 18, 2022
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SOLID POWER, INC.
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By:
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/s/ James Liebscher
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Name: James Liebscher
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Title: Chief Legal Officer and Secretary
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