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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):
May 5, 2026
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 ¨
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 2.02 |
Results of Operations and Financial Condition. |
On May 5, 2026, Solid
Power, Inc. (the “Company,” “Solid Power,” “we,” or “our”) issued a press release announcing
its financial and operational results for the first quarter ended March 31, 2026. A copy of the press release is furnished with this report
as Exhibit 99.1.
Such exhibit and the information
set forth therein will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference
in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Forward Looking Statements
All statements other than statements of present
or historical fact contained herein or in Exhibit 99.1 to this Current Report on Form 8-K are “forward-looking statements”
within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including Solid Power’s or its management
team’s expectations, objectives, beliefs, intentions or strategies regarding the future. When used herein or in Exhibit 99.1 to
this Current Report on Form 8-K, the words “could,” “should,” “will,” “may,” “believe,”
“anticipate,” “intend,” “estimate,” “expect,” “project,” “plan,”
“outlook,” “seek,” the negative of such terms and other similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain such identifying words. These statements include our financial guidance
for 2026; our future financial performance, strategy, expansion plans, including plans related to the expansion of our electrolyte production
capabilities, market opportunity, operations, and operating results; estimated revenues or losses; projected costs; future prospects;
and plans and objectives of management. These forward-looking statements are based on management’s current expectations and assumptions
about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise
required by applicable law, Solid Power disclaims any duty to update any forward-looking statements, all of which are expressly qualified
by the statements in this section, to reflect events or circumstances after the date hereof. Readers are cautioned not to put undue reliance
on forward-looking statements and Solid Power cautions you that these forward-looking statements are subject to numerous risks and uncertainties,
most of which are difficult to predict and many of which are beyond the control of Solid Power, including the following factors: (i) risks
relating to the uncertainty of the success of our research and development efforts, including our ability to achieve the technological
objectives or results that our partners require and our ability to commercialize our technology in advance of competing technologies and
our competitors; (ii) risks relating to our status as a research and development stage company with a history of financial losses with
an expectation of incurring significant expenses and continuing losses for the foreseeable future, including execution of our business
plan and the timing of expected business milestones; (iii) risks relating to the non-exclusive nature of our partnerships, our ability
to secure new business relationships, and our ability to manage these relationships; (iv) our ability to negotiate and execute commercial
agreements with our partners and customers on commercially reasonable terms; (v) broad market adoption of EVs and other technologies where
we are able to deploy our technology, if developed successfully; (vi) our success attracting and retaining our executive officers, key
employees, and other qualified personnel; (vii) our ability to protect and maintain our owned and exclusively-licensed intellectual property,
including in jurisdictions outside of the United States; (viii) our ability to secure government contracts and grants, changes in government
priorities with respect to our government contracts and grants or government funding reductions or delays, and the availability of government
subsidies and economic incentives; (ix) delays in the construction and operation of facilities that meet our short-term research and development
and long-term electrolyte production requirements; (x) changes in applicable laws or regulations, including tariffs; (xi) risks relating
to, and potential liabilities resulting from, our information technology infrastructure and data security incidents, threats, breaches,
or attacks; and (xii) risks relating to other economic, business, or competitive factors in the United States and other jurisdictions,
including supply chain interruptions and changes in market conditions, and our ability to manage these risks and uncertainties. Additional
information concerning these and other factors that may impact the operations and projections discussed herein or in Exhibit 99.1 to this
Current Report on Form 8-K can be found in the “Risk Factors” sections of Solid Power’s Annual Report on Form 10-K for
the year ended December 31, 2025 and other documents filed by Solid Power from time to
time with the Securities and Exchange Commission
(the “SEC”), all of which are available on the SEC’s website at www.sec.gov. These filings identify and address other
important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking
statements. Solid Power gives no assurance that it will achieve its expectations.
| Item 9.01 |
Financial Statements and Exhibits. |
See the Exhibit index below, which is incorporated herein by reference.
Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Solid Power, Inc. Press Release, dated May 5, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the XBRL document). |
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: May 5, 2026
| |
SOLID POWER, INC. |
| |
|
|
| |
By: |
/s/ Linda Heller |
| |
|
Name: Linda Heller |
| |
|
Title: Chief Financial Officer, Treasurer, and Secretary |
Exhibit
99.1
SOLID
POWER REPORTS FIRST QUARTER 2026 RESULTS
LOUISVILLE,
Colo., May 5, 2026 – Solid Power, Inc. (Nasdaq: SLDP), a leading
developer of solid-state battery technology, today announced its operational and financial results for the first quarter of 2026.
Recent
Business Highlights
| · | Completed
site acceptance testing for the SK On pilot cell line. |
| · | Began
facilities construction and completed factory acceptance testing of all key equipment for
our continuous manufacturing pilot line for sulfide electrolyte production; commissioning
remains on track for the end of 2026. |
| · | Provided
Samsung SDI with electrolyte under the Joint Evaluation Agreement with Samsung SDI and BMW
and continued sampling to other customers. |
| · | Continued
to explore potential partners for commercial-scale electrolyte production in the Republic
of Korea. |
| · | Maintained
financial discipline and completed a $130 million registered direct offering. |
“Completion
of site acceptance testing marks an important moment in our partnership with SK On and the final milestone under the line installation
agreement,” said John Van Scoter, President and Chief Executive Officer of Solid Power. “We are proud that cell production
lines using our technology are now on three continents—at our facilities in Colorado and our partners’ facilities in Germany
and the Republic of Korea. We are encouraged by our progress in the first quarter of 2026 and remain focused on supporting our customers
this year.”
First
Quarter 2026 Financial Highlights
Solid
Power delivered $3.1 million in revenue and grant income
during the first quarter of 2026. Revenue recognized was primarily attributable to progress towards the site acceptance testing milestone
under our line installation agreement with SK On. Grant income recognized consisted of performance on an assistance agreement with the
U.S. Department of Energy.
Operating
expenses were $29.4 million in the first quarter of 2026 compared to $30.0 million in the first quarter of 2025, with the reduction driven
by timing of supplier and material shipments. First quarter 2026 operating loss was $26.3 million, and net loss was $13.0 million, or
$(0.06) per share.
Balance
Sheet and Liquidity
Solid
Power’s liquidity position remains strong. Total liquidity as of March 31, 2026, was $435.3 million, as shown below.
| (in
thousands) | |
March 31, 2026 | | |
December 31, 2025 | |
| Cash
and cash equivalents | |
$ | 31,509 | | |
$ | 21,607 | |
| Available-for-sale
securities | |
| 403,763 | | |
| 314,843 | |
| Total
liquidity | |
$ | 435,272 | | |
$ | 336,450 | |
As
of March 31, 2026, contract assets and accounts receivables were $12.7 million and total current liabilities were $17.1 million. Solid
Power raised proceeds, net of fees and expenses, of $121.3 million from a registered direct offering during the first quarter of 2026.
First
quarter 2026 capital expenditures totaled $1.7 million, primarily representing costs for construction of a continuous electrolyte production
pilot line.
Webcast
and Conference Call
Solid
Power will host a conference call at 2:30 p.m. MT (4:30 p.m. ET) today, May 5, 2026. Participating on the call will be
John Van Scoter, President and Chief Executive Officer, and Linda Heller, Chief Financial Officer.
The
call may be accessed through a live audio webcast on Solid Power’s Investor Relations website at www.solidpowerbattery.com/investor-relations.
An audio replay will be available at the same location.
About
Solid Power, Inc.
Solid
Power is developing solid-state battery technology to enable the next generation of batteries for the fast-growing EV and other markets.
Solid Power’s core technology is its electrolyte material, which Solid Power believes can enable extended driving range, longer
battery life, improved safety, and lower cost compared to traditional lithium-ion. Solid Power’s business model – selling
its electrolyte to cell manufacturers and licensing its cell designs and manufacturing processes – distinguishes the company from
many of its competitors who plan to be commercial battery manufacturers. Ultimately, Solid Power endeavors to be a leading producer and
distributor of sulfide-based solid electrolyte material for powering both EVs and other applications. For more information, visit http://www.solidpowerbattery.com/.
Forward-Looking
Statements
All statements
other than statements of present or historical fact contained herein are “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
including Solid Power’s or its management team’s expectations, objectives, beliefs, intentions or strategies regarding the
future. When used herein, the words “could,” “should,” “will,” “may,” “believe,”
“anticipate,” “intend,” “estimate,” “expect,” “project,” “plan,”
“outlook,” “seek,” the negative of such terms and other similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain such identifying words. These
statements
include our financial guidance for 2026; our future financial performance, strategy, expansion plans, including plans related to the
expansion of our electrolyte production capabilities, market opportunity, operations, and operating results; estimated revenues or losses;
projected costs; future prospects; and plans and objectives of management. These forward-looking statements are based on management’s
current expectations and assumptions about future events and are based on currently available information as to the outcome and timing
of future events. Except as otherwise required by applicable law, Solid Power disclaims any duty to update any forward-looking statements,
all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. Readers
are cautioned not to put undue reliance on forward-looking statements and Solid Power cautions you that these forward-looking statements
are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Solid
Power, including the following factors: (i) risks relating to the uncertainty of the success of our research and development efforts,
including our ability to achieve the technological objectives or results that our partners require and our ability to commercialize our
technology in advance of competing technologies and our competitors; (ii) risks relating to our status as a research and development
stage company with a history of financial losses with an expectation of incurring significant expenses and continuing losses for the
foreseeable future, including execution of our business plan and the timing of expected business milestones; (iii) risks relating
to the non-exclusive nature of our partnerships, our ability to secure new business relationships, and our ability to manage these relationships;
(iv) our ability to negotiate and execute commercial agreements with our partners and customers on commercially reasonable terms;
(v) broad market adoption of EVs and other technologies where we are able to deploy our technology, if developed successfully; (vi) our
success attracting and retaining our executive officers, key employees, and other qualified personnel; (vii) our ability to protect
and maintain our owned and exclusively-licensed intellectual property, including in jurisdictions outside of the United States; (viii) our
ability to secure government contracts and grants, changes in government priorities with respect to our government contracts and grants
or government funding reductions or delays, and the availability of government subsidies and economic incentives; (ix) delays in
the construction and operation of facilities that meet our short-term research and development and long-term electrolyte production requirements;
(x) changes in applicable laws or regulations, including tariffs; (xi) risks relating to, and potential liabilities resulting
from, our information technology infrastructure and data security incidents, threats, breaches, or attacks; and (xii) risks relating
to other economic, business, or competitive factors in the United States and other jurisdictions, including supply chain interruptions
and changes in market conditions, and our ability to manage these risks and uncertainties. Additional information concerning these and
other factors that may impact the operations and projections discussed herein can be found in the “Risk Factors” sections
of Solid Power’s Annual Report on Form 10-K for the year ended December 31, 2025 and other documents filed by Solid Power
from time to time with the Securities and Exchange Commission (the “SEC”), all of which are available on the SEC’s
website at www.sec.gov. These filings identify and address other important risks and
uncertainties
that could cause actual events and results to differ materially from those contained in the
forward-looking statements. Solid Power gives no assurance that it will achieve its expectations.
Contacts
investors@solidpowerbattery.com
press@solidpowerbattery.com
Source:
Solid Power, Inc.
Solid
Power, Inc.
Condensed
Consolidated Balance Sheets
(in
thousands, except par value and number of shares)
| | |
March 31, 2026 | | |
| |
| | |
(Unaudited) | | |
December 31, 2025 | |
| Assets | |
| | | |
| | |
| Current Assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 31,509 | | |
$ | 21,607 | |
| Marketable securities | |
| 223,899 | | |
| 229,177 | |
| Accounts receivable | |
| 4,221 | | |
| 2,155 | |
| Contract assets | |
| 8,480 | | |
| 7,490 | |
| Prepaid expenses and
other current assets | |
| 6,634 | | |
| 6,998 | |
| Total current assets | |
| 274,743 | | |
| 267,427 | |
| Long-Term Assets | |
| | | |
| | |
| Property, plant and equipment, net | |
| 84,939 | | |
| 86,318 | |
| Right-of-use operating lease assets, net | |
| 6,491 | | |
| 6,727 | |
| Investments | |
| 181,000 | | |
| 86,997 | |
| Intangible assets, net | |
| 2,161 | | |
| 2,166 | |
| Other assets | |
| 962 | | |
| 1,059 | |
| Loan receivable from
equity method investee | |
| 4,432 | | |
| 4,398 | |
| Total long-term
assets | |
| 279,985 | | |
| 187,665 | |
| Total assets | |
$ | 554,728 | | |
$ | 455,092 | |
| Liabilities, Mezzanine Equity and Stockholders’
Equity | |
| | | |
| | |
| Current Liabilities | |
| | | |
| | |
| Accounts payable and other accrued liabilities | |
| 12,488 | | |
| 8,521 | |
| Deferred revenue | |
| 198 | | |
| 198 | |
| Deferred revenue from related parties | |
| 172 | | |
| 172 | |
| Accrued compensation | |
| 3,308 | | |
| 7,043 | |
| Operating lease liabilities | |
| 886 | | |
| 861 | |
| Total current liabilities | |
| 17,052 | | |
| 16,795 | |
| Long-Term Liabilities | |
| | | |
| | |
| Warrant liabilities | |
| 4,240 | | |
| 13,881 | |
| Operating lease liabilities | |
| 6,877 | | |
| 7,129 | |
| Other liabilities | |
| 1,102 | | |
| 1,113 | |
| Total long-term liabilities | |
| 12,219 | | |
| 22,123 | |
| Total liabilities | |
| 29,271 | | |
| 38,918 | |
| Mezzanine Equity | |
| | | |
| | |
| Mezzanine Equity | |
| 401 | | |
| 470 | |
| Stockholders’ Equity | |
| | | |
| | |
| Common Stock, $0.0001 par value; 2,000,000,000 shares authorized;
224,519,421 and 201,181,175 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | |
| 22 | | |
| 20 | |
| Additional paid-in capital | |
| 813,922 | | |
| 690,234 | |
| Accumulated deficit | |
| (287,835) | | |
| (274,904) | |
| Accumulated other
comprehensive income | |
| (1,053) | | |
| 354 | |
| Total stockholders’
equity | |
| 525,056 | | |
| 415,704 | |
| Total liabilities,
mezzanine equity and stockholders’ equity | |
$ | 554,728 | | |
$ | 455,092 | |
Solid
Power, Inc.
Condensed
Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
(in
thousands, except number of shares and per share amounts)
| | |
Three Months
Ended March 31, | |
| | |
2026 | | |
2025 | |
| Revenues and Grant Income | |
| | | |
| | |
| Revenue | |
$ | 2,105 | | |
$ | 5,125 | |
| Grant income | |
| 968 | | |
| 891 | |
| Total revenue and grant income | |
| 3,073 | | |
| 6,016 | |
| Operating Expenses | |
| | | |
| | |
| Direct costs | |
| 3,548 | | |
| 2,696 | |
| Research and development | |
| 17,749 | | |
| 19,022 | |
| Selling, general and
administrative | |
| 8,122 | | |
| 8,327 | |
| Total operating expenses | |
| 29,419 | | |
| 30,045 | |
| Operating Loss | |
| (26,346 | ) | |
| (24,029) | |
| Nonoperating Income and Expense | |
| | | |
| | |
| Interest income | |
| 4,012 | | |
| 3,599 | |
| Change in fair value of warrant liabilities | |
| 9,642 | | |
| 5,879 | |
| Interest expense | |
| (197) | | |
| (8) | |
| Other income (expense) | |
| 17 | | |
| (522) | |
| Total nonoperating
income and expense | |
| 13,474 | | |
| 8,948 | |
| Pretax Loss | |
$ | (12,872) | | |
$ | (15,081) | |
| Income tax expense | |
| 84 | | |
| — | |
| Share of net loss of equity method investee | |
| 72 | | |
| 70 | |
| Net Loss Attributable to Common
Stockholders | |
$ | (13,028) | | |
$ | (15,151) | |
| Other Comprehensive Income (Loss) | |
| (1,407) | | |
| 173 | |
| Comprehensive Loss Attributable
to Common Stockholders | |
$ | (14,435) | | |
$ | (14,978) | |
| Basic and diluted loss per share | |
$ | (0.06) | | |
$ | (0.08) | |
| Weighted average shares outstanding – basic and diluted | |
| 217.299,594 | | |
| 181,404,557 | |
Solid
Power, Inc.
Consolidated
Statements of Cash Flows (Unaudited)
(in
thousands, except par value, share amounts, and per share amounts)
| | |
Three Months
Ended March 31, | |
| | |
2026 | | |
2025 | |
| Cash Flows from Operating Activities | |
| | | |
| | |
| Net loss | |
$ | (13,028) | | |
$ | (15,151) | |
| Adjustments to reconcile net loss to net
cash and cash equivalents used in operating activities: | |
| | | |
| | |
| Depreciation and amortization | |
| 4,733 | | |
| 4,541 | |
| Amortization of right-of-use assets | |
| 303 | | |
| 322 | |
| Loss on sales of property, plant and equipment,
net | |
| 181 | | |
| 444 | |
| Share of net loss of equity method investee | |
| 72 | | |
| 70 | |
| Stock-based compensation expense | |
| 2,706 | | |
| 1,830 | |
| Change in fair value of warrant liabilities | |
| (9,642) | | |
| (5,879) | |
| Accretion of discounts on other long-term
liabilities | |
| 17 | | |
| 16 | |
| Accretion of loan receivable from equity
method investee | |
| (35) | | |
| (31) | |
| Amortization of premiums and accretion
of discounts on available-for-sale securities | |
| (804) | | |
| (1,359) | |
| Loss on change in assessment of finance
lease purchase options | |
| — | | |
| 84 | |
| Change in operating assets and liabilities
that provided (used) cash and cash equivalents: | |
| | | |
| | |
| Accounts
receivable | |
| (1,519) | | |
| (445) | |
| Contract
assets | |
| (991) | | |
| — | |
| Prepaid
expenses and other current assets and other assets | |
| 1,642 | | |
| (506) | |
| Accounts
payable and other accrued liabilities | |
| 1,574 | | |
| (2,445) | |
| Deferred
revenue | |
| — | | |
| (3,150) | |
| Accrued
compensation | |
| (3,735) | | |
| (4,436) | |
| Operating
lease liabilities | |
| (227) | | |
| (196) | |
| Net cash and cash
equivalents used in operating activities | |
| (18,753) | | |
| (26,291) | |
| Cash Flows from Investing Activities | |
| | | |
| | |
| Purchases of property, plant and equipment,
net | |
| (1,671) | | |
| (2,354) | |
| Purchases of available-for-sale securities | |
| (185,237) | | |
| (41,825) | |
| Proceeds from sales of available-for-sale
securities | |
| 94,620 | | |
| 75,156 | |
| Purchases of intangible
assets | |
| — | | |
| (478) | |
| Net cash and cash
equivalents (used in) provided by investing activities | |
| (92,288) | | |
| 30,499 | |
| Cash Flows from Financing Activities | |
| | | |
| | |
| Proceeds from exercise of stock options | |
| 6 | | |
| 181 | |
| Cash paid for withholding of employee taxes
related to stock-based compensation | |
| (358) | | |
| (261) | |
| Payments on finance lease liabilities | |
| (52) | | |
| (87) | |
| Proceeds from the
registered direct offering, net of fees | |
| 121,347 | | |
| — | |
| Net cash and cash
equivalents provided by (used in) financing activities | |
| 120,943 | | |
| (167) | |
| | |
| | | |
| | |
| Net increase in cash and cash equivalents | |
| 9,902 | | |
| 4,041 | |
| Cash and cash equivalents at beginning of period | |
| 21,607 | | |
| 25,413 | |
| Cash and cash equivalents at end of period | |
| 31,509 | | |
| 29,454 | |
| | |
| | | |
| | |
| Supplemental information | |
| | | |
| | |
| Cash paid for interest | |
$ | 4 | | |
$ | 8 | |
| Accrued capital expenditures | |
| 2,509 | | |
| 1,689 | |
| Unpaid reimbursements on capital expenditures | |
| 547 | | |
| 382 | |
| Accrued direct offering costs for the issuance of common stock | |
| 11 | | |
| — | |