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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):
October 27, 2025
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 1.01 |
Entry into a Material Definitive Agreement. |
On October 27, 2025, Solid
Power Operating, Inc., a wholly owned subsidiary of Solid Power, Inc. (collectively, the “Company”), BMW AG (“BMW”),
and Samsung SDI Co., Ltd. (“Samsung SDI”) entered into a Joint Evaluation Agreement (the “Joint Evaluation Agreement”).
Pursuant to the terms of the Joint Evaluation Agreement, the Company agreed to provide electrolyte to Samsung SDI, which Samsung SDI will
use to fabricate separator and/or catholyte and build cells, in each case subject to achievement of technical requirements. Samsung SDI
will determine whether the cells satisfy performance parameters and requirements to be agreed between BMW and Samsung SDI. BMW Holding
B.V., an affiliate of BMW, has the right to nominate a director for election to the Company’s board of directors (the “Board”)
as well as the right to designate an individual to attend meetings of the Board and its committees in a non-voting, observer capacity.
The foregoing description of the Joint Evaluation Agreement is qualified
in its entirety by the full text of the Joint Evaluation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and incorporated herein by reference.
| Item 7.01 |
Regulation FD Disclosure. |
On October 30, 2025, the Company issued a press release announcing
the Joint Evaluation Agreement. 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.
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 into 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, 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 may
include, but are not limited to, our future strategy, market opportunity, operations, and operating results; 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 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; (xi) risks relating to our information technology
infrastructure and data security breaches; 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, 2024, Solid Power’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 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. |
(d) Exhibits.
See the Exhibit index below, which is incorporated herein by reference.
Exhibit
No. |
|
Description |
| 10.1± |
|
Joint Evaluation Agreement, dated October 27, 2025, among BMW AG, Samsung SDI Co., Ltd.,
and Solid Power Operating, Inc. |
| 99.1 |
|
Press release, dated October 30, 2025. |
| 104 |
|
Cover Page
Interactive Data File (embedded within the Inline XBRL document). |
± 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: October 30, 2025
| |
SOLID POWER, INC. |
| |
|
|
| |
By: |
/s/ Linda Heller |
| |
|
Name: Linda Heller |
| |
|
Title: Chief Financial Officer, Treasurer, and Secretary |
