Solid Power, Inc. received a Schedule 13G reporting that CVI Investments, Inc. and Heights Capital Management, Inc. beneficially own 21,110,920 shares of its common stock, or 9.9% of the class.
The position consists of 17,000,000 common shares plus additional shares issuable upon exercise of pre-funded and other warrants, which are subject to a 9.99% beneficial ownership cap. A company prospectus supplement cited in the filing notes 207,209,602 shares outstanding as of the completion of a referenced offering.
Heights Capital Management, Inc., based in Delaware, serves as investment manager to CVI Investments, Inc., organized in the Cayman Islands, and may be deemed to share voting and dispositive power over the reported shares, while both parties disclaim beneficial ownership beyond their pecuniary interest.
Positive
None.
Negative
None.
Insights
Two institutional investors report a capped 9.9% passive stake in Solid Power.
CVI Investments, Inc. and Heights Capital Management, Inc. jointly report beneficial ownership of 21,110,920 Solid Power common shares, equal to 9.9% of the class. The position includes 17,000,000 common shares plus warrant-linked shares, using a 9.99% ownership cap to limit exercisability.
The filing states the securities were not acquired to change or influence control, aligning with a passive Schedule 13G stance. Heights Capital Management, Inc. acts as investment manager to CVI Investments, Inc. and may be deemed to share voting and dispositive power, while both entities disclaim beneficial ownership beyond their pecuniary interest.
The filing references a prospectus supplement indicating 207,209,602 shares outstanding as of the completion of a recent offering, which helps frame the relative size of this stake. Future ownership updates, if any, would appear in subsequent beneficial ownership reports or company disclosures tied to Section 13(d) reporting thresholds.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Solid Power, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
83422N105
(CUSIP Number)
01/28/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
83422N105
1
Names of Reporting Persons
CVI Investments, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
21,110,920.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
21,110,920.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
21,110,920.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.
SCHEDULE 13G
CUSIP No.
83422N105
1
Names of Reporting Persons
Heights Capital Management, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
21,110,920.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
21,110,920.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
21,110,920.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Solid Power, Inc.
(b)
Address of issuer's principal executive offices:
486 S. Pierce Avenue, Suite E, Louisville, CO 80027
Item 2.
(a)
Name of person filing:
This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons," with respect to the shares of common stock of Solid Power, Inc. (the "Company"), $0.0001 par value per share (the "Shares").
(i) CVI Investments, Inc.
(ii) Heights Capital Management, Inc.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of CVI Investments, Inc. is:
P.O. Box 309GT
Ugland House
South Church Street
George Town
Grand Cayman
KY1-1104
Cayman Islands
The address of the principal business office of Heights Capital Management, Inc. is:
101 California Street, Suite 3250
San Francisco, California 94111
(c)
Citizenship:
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP No.:
83422N105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by this Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The number of Shares reported as beneficially owned consists of (i) 17,000,000 Shares, and (ii) Shares issuable upon the exercise of pre-funded warrants and other warrants to purchase Shares (collectively, the "Warrants"). The Warrants are not exercisable to the extent that the total number of Shares then beneficially owned by a Reporting Person and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with such Reporting Person for purposes of Section 13(d) of the Exchange Act, would exceed 9.99%.
The Company's Prospectus Supplement (to Prospectus dated January 28, 2026, Registration No. 333-290078), filed on January 29, 2026, indicates there were 207,209,602 Shares outstanding (excluding Shares underlying the Warrants) as of the completion of the offering of the Shares referred to therein.
(b)
Percent of class:
9.9 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(ii) Shared power to vote or to direct the vote:
The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
(iii) Sole power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
CVI Investments, Inc.
Signature:
/s/ Sarah Travis
Name/Title:
Sarah Travis, Assistant General Counsel and Assistant Secretary of Heights Capital Management, Inc.
Date:
02/04/2026
Heights Capital Management, Inc.
Signature:
/s/ Sarah Travis
Name/Title:
Sarah Travis, Assistant General Counsel and Assistant Secretary
Date:
02/04/2026
Comments accompanying signature: Heights Capital Management, Inc. serves as authorized agent of CVI Investments, Inc. pursuant to a Limited Power of Attorney, a copy of which is attached as Exhibit 24 hereto.
Exhibit Information
EXHIBIT INDEX
EXHIBIT DESCRIPTION
________ ________
24 Limited Power of Attorney
99 Joint Filing Agreement
What stake in Solid Power (SLDP) do CVI Investments and Heights Capital report?
They report beneficial ownership of 21,110,920 Solid Power common shares, representing 9.9% of the outstanding class. This total includes 17,000,000 common shares plus additional shares issuable from warrants, all subject to a 9.99% beneficial ownership limitation.
How is the 21,110,920-share Solid Power (SLDP) position composed?
The reported 21,110,920-share stake consists of 17,000,000 common shares and shares issuable upon exercise of pre-funded and other warrants. These warrants cannot be exercised if doing so would push the reporting persons above 9.99% beneficial ownership.
Who are the reporting persons in the Solid Power (SLDP) Schedule 13G?
The Schedule 13G is filed by CVI Investments, Inc., organized in the Cayman Islands, and Heights Capital Management, Inc., a Delaware entity. Heights Capital Management, Inc. serves as investment manager to CVI Investments, Inc. and may share voting and dispositive power.
What does the 9.99% beneficial ownership cap mean for Solid Power (SLDP) warrants?
The filing states the warrants are not exercisable if exercise would cause the reporting persons’ beneficial ownership to exceed 9.99%. This cap limits how many warrant shares can be added, keeping their reported ownership below the stated threshold.
What is the relationship between Heights Capital and CVI Investments in the SLDP filing?
The document explains that Heights Capital Management, Inc. acts as investment manager to CVI Investments, Inc.. Because of this role, Heights Capital Management, Inc. may be deemed to share voting and dispositive power over the 21,110,920 reported Solid Power shares.
Is the CVI and Heights position in Solid Power (SLDP) described as passive or controlling?
The certification states the securities were not acquired and are not held for the purpose of changing or influencing control of Solid Power. This language aligns with a passive ownership stance under the Schedule 13G reporting framework.
What share count for Solid Power (SLDP) is referenced in the Schedule 13G?
The filing cites a company prospectus supplement indicating 207,209,602 shares of Solid Power common stock were outstanding, excluding warrant shares, as of the completion of a referenced offering. This figure is used to contextualize the reported 9.9% beneficial stake.
