[424B5] Solid Power, Inc. Warrant Prospectus Supplement (Debt Securities)
Rhea-AI Filing Summary
Solid Power, Inc. filed a prospectus supplement to offer up to $150,000,000 of common stock in an at-the-market offering through Oppenheimer & Co. Inc. under an Equity Distribution Agreement dated September 5, 2025. The company may sell shares from time to time at prevailing market prices; Oppenheimer will act as agent (or principal) and may receive up to 3.0% of gross proceeds as compensation. The last reported sale price on Nasdaq (symbol SLDP) was $3.93 per share on September 4, 2025. Net proceeds are intended for working capital and general corporate purposes, but specific allocations are not determined. There is no minimum offering amount and sales may dilute existing shareholders.
Positive
- Up to $150,000,000 available under an established Equity Distribution Agreement provides flexible access to capital
- Oppenheimer & Co. is the sales agent, a recognized broker-dealer with customary placement arrangements
- At-the-market structure allows opportunistic sales aligned with market conditions rather than a single fixed-price offering
Negative
- No minimum offering amount creates uncertainty about proceeds and timing of capital raises
- Potential dilution illustrated: assumed sale of 38,167,939 shares would dilute new investors by about $1.59 per share at the assumed price
- Use of proceeds unspecified beyond general working capital and corporate purposes, leaving allocation and impact unclear
Insights
TL;DR An at-the-market shelf gives Solid Power flexible capital access but creates dilution risk and uncertain funding outcomes.
Solid Power has established an at-the-market facility for up to $150 million with Oppenheimer, which provides near-term flexibility to raise capital as market conditions permit. This structure avoids a fixed block sale and allows opportunistic sales, but the absence of a minimum raise and undefined allocation of proceeds increases execution and dilution uncertainty. The 3.0% maximum placement fee is typical for ATM sales. For investors, material effects will depend on timing, pricing, and the extent to which management deploys proceeds toward value-accretive activities.
TL;DR The facility is immediately dilutive if fully drawn and offers no committed funding, elevating short-term shareholder dilution risk.
The prospectus permits issuance of up to $150 million of common stock, illustrated by 38,167,939 shares at the $3.93 closing price, increasing diluted shares outstanding to an indicated pro forma level. Management retains broad discretion over use of proceeds for working capital and general corporate purposes without a pledged allocation, and there is no minimum take-down, so the capital program may result in partial draws that still move share count and market perception. The offering is therefore material to equity capital structure and could exert downward pressure on share value if executed at depressed prices.
(To Prospectus dated September 5, 2025)
Common Stock
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| Prospectus Supplement | | | | | | | |
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ABOUT THIS PROSPECTUS SUPPLEMENT
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MARKET AND INDUSTRY DATA
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TRADEMARKS
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PROSPECTUS SUPPLEMENT SUMMARY
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THE OFFERING
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RISK FACTORS
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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USE OF PROCEEDS
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DIVIDEND POLICY
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DILUTION
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PLAN OF DISTRIBUTION
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LEGAL MATTERS
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EXPERTS
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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| | Prospectus | | | | | | | |
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ABOUT THIS PROSPECTUS
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MARKET AND INDUSTRY DATA
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TRADEMARKS
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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THE COMPANY
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RISK FACTORS
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USE OF PROCEEDS
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DESCRIPTION OF COMMON STOCK
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PLAN OF DISTRIBUTION
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LEGAL MATTERS
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EXPERTS
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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Assumed offering price per share
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| | | | | | | | | $ | 3.93 | | |
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Net tangible book value per share of as June 30, 2025
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| | | $ | 2.04 | | | | | | | | |
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Increase in net tangible book value per share attributable to this offering
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| | | $ | 0.31 | | | | | | | | |
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As-adjusted net tangible book value per share as of June 30, 2025, after giving effect to this
offering |
| | | | | | | | | $ | 2.34 | | |
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Dilution in net tangible book value per share to new investors
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| | | | | | | | | $ | 1.59 | | |
Attention: Corporate Secretary
486 S. Pierce Ave., Suite E
Louisville, CO 80027
(303) 219-0720
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ABOUT THIS PROSPECTUS
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| | | | 1 | | |
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MARKET AND INDUSTRY DATA
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TRADEMARKS
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| | | | 2 | | |
|
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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| | | | 3 | | |
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THE COMPANY
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| | | | 5 | | |
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RISK FACTORS
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| | | | 6 | | |
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USE OF PROCEEDS
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| | | | 7 | | |
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DESCRIPTION OF COMMON STOCK
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| | | | 8 | | |
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PLAN OF DISTRIBUTION
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| | | | 13 | | |
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LEGAL MATTERS
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| | | | 15 | | |
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EXPERTS
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| | | | 15 | | |
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
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| | | | 15 | | |
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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| | | | 16 | | |
Attention: Corporate Secretary
486 S. Pierce Ave., Suite E
Louisville, CO 80027
(303) 219-0720