2 unchanged sentences
In designing and evaluating our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired controls.
−Removed: As required by Rule 13a-15(b) under the Exchange Act, our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2022.
+Added: As required by Rule 13a-15(b) under the Exchange Act, our management, with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2023.
Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures were effective.
−Removed: Inherent Limitations over Internal Control Over Financial Reporting
−Removed: Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
−Removed: Our internal control over financial reporting includes those policies and procedures that:
−Removed: ● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;
−Removed: ● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of our management and directors;
−Removed: ● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
−Removed: Management, including our principal executive officer and principal financial officer, does not expect that our internal controls will prevent or detect all errors and all fraud.
−Removed: A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
−Removed: Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
−Removed: Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
−Removed: Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: Solid Power, Inc.
−Removed: | 2022 Form 10-K | 84
Management’s Report on Internal Control Over Financial Reporting
−Removed: Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).
−Removed: Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
−Removed: Based on our assessment, management has concluded that its internal control over financial reporting was effective as of December 31, 2022 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.
−Removed: Our independent registered public accounting firm, Ernst & Young LLP, has issued their report on our internal control over financial reporting, which appears in Part II, Item 8 of this Form 10-K.
+Added: Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
+Added: Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013).
+Added: Based on such evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023.
+Added: As a non-accelerated filer, our independent registered public accounting firm is not required to issue an attestation report on our internal control over financial reporting.
Changes in Internal Control over Financial Reporting
−Removed: As previously disclosed in Part II, Item 9A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, management previously identified a material weakness for Legacy Solid Power due to deficiencies identified in the operating effectiveness of controls over financial reporting related to the review of complex transactions for proper accounting treatment as our control environment would have failed to detect the misstatement prior to the financial statement issuance.
−Removed: During 2022, we implemented our previously disclosed remediation plan, which included the following remediation actions:
−Removed: ● Hiring additional personnel.
−Removed: ● Improving our capabilities to identify, research, and prepare support documentation for technical accounting issues.
−Removed: ● Designing and implementing a formalized internal control framework.
−Removed: ● Improving and strengthening our control processes and procedures.
−Removed: ● Working with our auditors and other outside advisors to ensure that our controls and procedures are adequate and effective.
−Removed: We have completed the necessary testing to conclude that the material weakness was remediated as of December 31, 2022.
−Removed: Except for the material weakness remediation described above, there were no changes during the fourth quarter of 2022 that were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes during the quarter ended December 31, 2023 that were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: Solid Power, Inc.
+Added: | 2023 Form 10-K | 68
Other Information
+Added: During the quarter ended December 31, 2023, the following directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408(c) of Regulation S-K:
+Added: Trading Arrangement
+Added: Aggregate Number
+Added: of Securities to be
+Added: Name and Title
+Added: Purchased or Sold
+Added: Derek Johnson
+Added: Chief Operating Officer
+Added: Up to 954,594 shares of common stock to be sold
+Added: (1) Intended to satisfy the affirmative defense of Rule 10b5-1.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
−Removed: Solid Power, Inc.
−Removed: | 2022 Form 10-K | 85
Directors, Executive Officers and Corporate Governance
−Removed: The information regarding executive officers called for by Item 401(b) of Regulation S-K may be found under the caption “Information About our Executive Officers” in this Report.
−Removed: The other information required by this Item is included in the Company’s 2023 Proxy Statement to be filed with the SEC within 120 days after December 31, 2022 in connection with the solicitation of proxies for the Company’s 2023 annual meeting of stockholders, and is incorporated herein by reference.
+Added: The information regarding executive officers called for by Item 401(b) of Regulation S-K may be found under “Business—Information About our Executive Officers.” The other information required by this Item is included in the Company’s 2024 Proxy Statement to be filed with the SEC within 120 days after December 31, 2023 in connection with the solicitation of proxies for the Company’s 2024 annual meeting of stockholders, and is incorporated herein by reference.
Executive Compensation
8 unchanged sentences
| 2023 Form 10-K | 69
+Added: Solid Power, Inc.
+Added: | 2023 Form 10-K | 70
Exhibits, Financial Statement Schedules
3 unchanged sentences
Consolidated Statements of Operations
−Removed: Consolidated Statements of Mezzanine and Stockholders’ Equity
+Added: Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
2 unchanged sentences
Incorporated by Reference
−Removed: Business Combination Agreement and Plan of Reorganization, dated as of June 15, 2021, by and among the Company, Merger Sub and Legacy Solid Power
+Added: Business Combination Agreement and Plan of Reorganization, dated as of June 15, 2021, by and among the Company, DCRC Merger Sub, Inc.
+Added: and Solid Power Operating, Inc.
November 10, 2021
−Removed: First Amendment to the Business Combination Agreement, dated October 12, 2021, by and among the Company, Merger Sub and Legacy Solid Power
+Added: First Amendment to the Business Combination Agreement, dated October 12, 2021, by and among the Company, DCRC Merger Sub, Inc.
+Added: and Solid Power Operating, Inc.
November 10, 2021
11 unchanged sentences
December 13, 2021
−Removed: Board Nomination and Support Agreement between Solid Power, BMW Holding B.V.
−Removed: and the stockholders of Solid Power listed on Schedule A thereto, dated May 5, 2021
+Added: Board Nomination and Support Agreement between Solid Power, Inc., BMW Holding B.V.
+Added: and the stockholders of Solid Power, Inc.
+Added: listed on Schedule A thereto, dated May 5, 2021
August 10, 2021
−Removed: Description of Securities
−Removed: March 23, 2022
Solid Power, Inc.
| 2023 Form 10-K | 71
−Removed: Private Placement Warrants Purchase Agreement, dated March 23, 2021, between DCRC, the Sponsor and the other purchasers named therein
+Added: Description of Securities
March 23, 2022
+Added: Private Placement Warrants Purchase Agreement, dated March 23, 2021, between Decarbonization Plus Acquisition Corporation III, Decarbonization Plus Acquisition Sponsor III LLC and the other purchasers named therein
+Added: March 26, 2021
Solid Power, Inc.
7 unchanged sentences
February 14, 2022
−Removed: Form of Stock Option Grant Notice under 2014 Equity Incentive Plan
+Added: Form of Stock Option Grant Notice under Solid Power, Inc.
+Added: 2014 Equity Incentive Plan
February 14, 2022
−Removed: Form of Notice of Stock Option Grant under 2021 Equity Incentive Plan
+Added: Form of Notice of Stock Option Grant under Solid Power, Inc.
+Added: 2021 Equity Incentive Plan
February 14, 2022
−Removed: Form of Notice of Restricted Stock Unit Grant (Employee) under 2021 Equity Incentive Plan
+Added: Form of Notice of Restricted Stock Unit Grant (Employee) under Solid Power, Inc.
+Added: 2021 Equity Incentive Plan
February 14, 2022
−Removed: Form of Notice of Restricted Stock Unit Grant (New Director) under 2021 Equity Incentive Plan
+Added: Form of Notice of Restricted Stock Unit Grant (New Director) under Solid Power, Inc.
+Added: 2021 Equity Incentive Plan
February 14, 2022
−Removed: Form of Notice of Restricted Stock Unit Grant (Annual Award) under 2021 Equity Incentive Plan
+Added: Form of Notice of Restricted Stock Unit Grant (Annual Award) under Solid Power, Inc.
+Added: 2021 Equity Incentive Plan
February 14, 2022
−Removed: Joint Development Agreement, dated July 1, 2017, by and among Legacy Solid Power and BMW of North America, LLC
+Added: Joint Development Agreement, dated July 1, 2017, by and among Solid Power Operating, Inc.
+Added: and BMW of North America, LLC
October 13, 2021
Amendment No.
−Removed: 1 to Joint Development Agreement, dated February 18, 2021, between Legacy Solid Power and BMW of North America, LLC
+Added: 1 to Joint Development Agreement, dated February 18, 2021, between Solid Power Operating, Inc.
+Added: and BMW of North America, LLC
October 13, 2021
Amendment No.
−Removed: 2 to Joint Development Agreement, dated March 22, 2021, between Legacy Solid Power and BMW of North America, LLC
+Added: 2 to Joint Development Agreement, dated March 22, 2021, between Solid Power Operating, Inc.
+Added: and BMW of North America, LLC
October 13, 2021
Amendment No.
−Removed: 3 to Joint Development Agreement, dated November 1, 2021, between Legacy Solid Power and BMW of North America, LLC
+Added: 3 to Joint Development Agreement, dated November 1, 2021, between Solid Power Operating, Inc.
+Added: and BMW of North America, LLC
December 13, 2021
Amendment No.
−Removed: 4 to Joint Development Agreement, dated December 20, 2022, between Legacy Solid Power and BMW of North America, LLC
+Added: 4 to Joint Development Agreement, dated December 20, 2022, between Solid Power Operating, Inc.
+Added: and BMW of North America, LLC
December 21, 2022
−Removed: Agreement for the Joint Development of Solid State Batteries for Automotive Applications between Ford Motor Company and Legacy Solid Power, dated December 28, 2018
−Removed: October 13, 2021
Solid Power, Inc.
| 2023 Form 10-K | 72
−Removed: Series B Preferred Stock Financing Letter Agreement between the Ford Motor Company and Legacy Solid Power, dated May 5, 2021
+Added: Agreement for the Joint Development of Solid State Batteries for Automotive Applications between Ford Motor Company and Solid Power Operating, Inc., dated December 28, 2018
October 13, 2021
−Removed: Joint Development Agreement, dated October 28, 2021, between Legacy Solid Power and SK Innovation Co., Ltd.
+Added: Series B Preferred Stock Financing Letter Agreement between the Ford Motor Company and Solid Power Operating, Inc., dated May 5, 2021
+Added: October 13, 2021
+Added: Second Amendment to Joint Development Agreement, dated June 30, 2023, between Solid Power Operating, Inc.
+Added: and Ford Motor Company
+Added: Joint Development Agreement, dated October 28, 2021, between Solid Power Operating, Inc.
+Added: and SK Innovation Co., Ltd.
November 2, 2021
+Added: Research and Development Technology License Agreement, dated January 10, 2024, between Solid Power Operating, Inc.
+Added: and SK On Co., Ltd.
+Added: January 16, 2024
+Added: Electrolyte Supply Agreement, dated January 10, 2024, between Solid Power Operating, Inc.
+Added: and SK On Co., Ltd.
+Added: January 16, 2024
+Added: Line Installation Agreement, dated January 10, 2024, among Solid Power Korea Co., Ltd., SK On Co., Ltd., and, for the limited purposes of Section 12.16 of the Line Installation Agreement, Solid Power, Inc.
+Added: January 16, 2024
Solid Power, Inc.
Outside Director Compensation Policy
−Removed: December 13, 2021
+Added: July 10, 2023
Solid Power, Inc.
7 unchanged sentences
December 13, 2021
−Removed: Letter Agreement with David Jansen, dated August 5, 2021
−Removed: December 13, 2021
−Removed: Interim CEO Agreement with David Jansen, dated November 29, 2022
−Removed: November 29, 2022
+Added: Offer Letter with John Van Scoter, dated May 26, 2023
Letter Agreement with Derek Johnson, dated August 5, 2021
1 unchanged sentence
Letter Agreement with Joshua Buettner-Garrett, dated August 5, 2021
+Added: March 1, 2023
Offer Letter with James Liebscher, dated June 9, 2021
+Added: March 1, 2023
+Added: Solid Power, Inc.
+Added: | 2023 Form 10-K | 73
Offer Letter with Kevin Paprzycki, dated September 30, 2021
−Removed: Letter Agreement with Douglas Campbell, dated August 5, 2021
+Added: March 1, 2023
+Added: Letter Agreement with David Jansen, dated August 5, 2021
December 13, 2021
+Added: Interim CEO Agreement with David Jansen, dated November 29, 2022
+Added: November 29, 2022
+Added: Amendment to Interim CEO Agreement, dated August 7, 2023, between Solid Power, Inc.
+Added: August 9, 2023
Offer Letter with Jon Jacobs, dated September 26, 2021
1 unchanged sentence
Separation and Release Agreement with Jon Jacobs, dated February 10, 2023
+Added: March 1, 2023
Form of Retention Agreement, dated November 29, 2022
6 unchanged sentences
December 2, 2022
−Removed: Solid Power, Inc.
−Removed: | 2022 Form 10-K | 89
Industrial Lease Agreement between the Company and 25 North Investors SPE1, LLC, dated September 1, 2021
1 unchanged sentence
List of Subsidiaries
−Removed: December 17, 2021
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
4 unchanged sentences
Section 1350 Certification
+Added: Solid Power, Inc.
+Added: Policy on Recovery of Incentive Compensation
+Added: Solid Power, Inc.
+Added: | 2023 Form 10-K | 74
XBRL Instance Document – the instance document does not appear in the Interactive Data file because its Inline XBRL tags are embedded within the Inline XBRL document
14 unchanged sentences
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: March 1, 2023
+Added: February 28, 2024
SOLID POWER, INC.
5 unchanged sentences
POWER OF ATTORNEY
−Removed: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David Jansen, Kevin Paprzycki and James Liebscher, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.
+Added: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John Van Scoter, Kevin Paprzycki, and James Liebscher, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
−Removed: Interim Chief Executive Officer, President and Director
−Removed: /s/ David Jansen
+Added: President, Chief Executive Officer, and Director
+Added: /s/ John Van Scoter
(Principal Executive Officer)
−Removed: March 1, 2023
+Added: February 28, 2024
+Added: John Van Scoter
Chief Financial Officer and Treasurer
1 unchanged sentence
(Principal Financial and Accounting Officer)
−Removed: March 1, 2023
+Added: February 28, 2024
Kevin Paprzycki
/s/ Erik Anderson
−Removed: March 1, 2023
+Added: February 28, 2024
Erik Anderson
+Added: /s/ Kaled Awada
+Added: February 28, 2024
/s/ Rainer Feurer
−Removed: March 1, 2023
+Added: February 28, 2024
Rainer Feurer
/s/ Steven H.
−Removed: March 1, 2023
+Added: February 28, 2024
+Added: /s/ Susan Kreh
+Added: February 28, 2024
/s/ Aleksandra Miziolek
−Removed: March 1, 2023
+Added: February 28, 2024
Aleksandra Miziolek
−Removed: March 1, 2023
+Added: February 28, 2024
/s/ John Stephens
−Removed: March 1, 2023
+Added: February 28, 2024
John Stephens
/s/ MaryAnn Wright
−Removed: March 1, 2023
+Added: February 28, 2024
MaryAnn Wright
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.