Solid Power, Inc. 10-K

Item 8. Financial Statements and Supplementary Data ​ Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 45 Consolidated Balance Sheets 47 Consolidated Statements of Operations 48 Consolidated Statements of Stockholders’ Equity 49 Consolidated Statements of Cash Flows 50 Notes to Consolidated Financial Statements 51 ​ ​ ​ Solid Power, Inc. | 2023 Form 10-K | 44 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Solid Power, Inc. ​ Opinion on the Financial Statements ​ We have audited the accompanying consolidated balance sheets of Solid Power, Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders ’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “ consolidated financial statements ” ). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. ​ Basis for Opinion ​ These financial statements are the responsibility of the Company ’ s management. Our responsibility is to express an opinion on the Company ’ s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ Critical Audit Matter ​ The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates. ​ Solid Power, Inc. | 2023 Form 10-K | 45 Table of Contents Valuation of Private Placement Warrant Liability ​ Description of the Matter The fair value of the Private Placement Warrant Liability at December 31, 2023, was $4.2 million. During the year ended December 31, 2023, the fair value of the Private Placement Warrant Liability decreased by $4.9 million. As discussed in Note 5 to the consolidated financial statements, the fair value of the Private Placement Warrant Liability was estimated using a Black-Scholes model that utilized various assumptions, including term, stock price, volatility, risk free rate and dividend yield. Changes to the fair value of the Private Placement Warrant Liability are included within the Consolidated Statement of Operations. The volatility assumption significantly affects the fair value of the Private Placement Warrant Liability. The volatility is estimated based on implied volatility from the Company ’ s Public Warrants and from historical volatility of select peer companies ’ common stock that matches the expected remaining life of the warrants. Auditing the fair value of the Private Placement Warrant Liability was challenging due to the judgmental nature of selecting an appropriate valuation model and the model ’ s assumptions, especially the guideline public companies used to determine the volatility assumption. How We Addressed the Matter in Our Audit To test the fair value of the Private Placement Warrant Liability, our audit procedures included, among others, assessing the appropriateness of the use of the Black-Scholes model and accuracy of the underlying calculation, including testing the assumptions used to calculate the fair value of the Private Placement Warrant Liability. We compared the term, stock price, risk free rate and dividend yield to readily available information as of the valuation date at December 31, 2023. For the volatility assumption, we assessed the suitability of the peer companies used based on the similarity of their operations to that of the Company and developed an independent range of volatility based on the implied volatility of the Company ’ s Public Warrants and historical volatilities of the similarly sized peer companies. We involved our specialists to assist us with evaluating the Black-Scholes model, as well as to perform comparative range calculations using the assumptions previously discussed. ​ /s/ Ernst & Young LLP We have served as the Company’s auditor since 2021. Denver, Colorado February 28, 2024 ​ ​ ​ Solid Power, Inc. | 2023 Form 10-K | 46 Table of Contents ​ ​ Solid Power, Inc. Financial Statements (in thousands, except par value and number of shares) Consolidated Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2023 2022 Assets ​ ​ ​ ​ ​ ​ Current Assets ​ ​ ​ Cash and cash equivalents ​ $ 34,537 ​ $ 50,123 Marketable securities ​ ​ 141,505 ​ ​ 272,957 Contract receivables ​ 1,553 ​ 1,521 Contract receivables from related parties ​ ​ — ​ ​ 319 Prepaid expenses and other current assets ​ 5,523 ​ 2,888 Total current assets ​ 183,118 ​ 327,808 Property, Plant and Equipment, net ​ 99,156 ​ 82,761 Right-Of-Use Operating Lease Assets, net ​ ​ 7,154 ​ ​ 7,725 Right-Of-Use Finance Lease Assets, net ​ ​ 1,088 ​ ​ 922 Other Assets ​ ​ 1,060 ​ ​ 1,148 Long-term Investments ​ ​ 239,566 ​ ​ 172,974 Intangible Assets, net ​ 1,650 ​ 1,108 Total assets ​ $ 532,792 ​ $ 594,446 Liabilities and Stockholders’ Equity ​ ​ ​ Current Liabilities ​ ​ ​ Accounts payable and other accrued liabilities ​ ​ 6,455 ​ ​ 11,326 Current portion of long-term debt ​ — ​ 7 Deferred revenue ​ 1 ​ ​ 50 Deferred revenue from related parties ​ 828 ​ ​ 4,000 Accrued compensation ​ 7,590 ​ 4,528 Operating lease liabilities, short-term ​ ​ 626 ​ ​ 549 Finance lease liabilities, short-term ​ ​ 379 ​ ​ 273 Total current liabilities ​ 15,879 ​ 20,733 Warrant Liabilities ​ ​ 4,227 ​ ​ 9,117 Operating Lease Liabilities, Long-Term ​ ​ 7,996 ​ ​ 8,622 Finance Lease Liabilities, Long-Term ​ 552 ​ 602 Other Long-Term Liabilities ​ ​ 803 ​ ​ — Total liabilities ​ ​ 29,457 ​ ​ 39,074 Stockholders’ Equity ​ ​ Common Stock, $ 0.0001 par value; 2,000,000,000 shares authorized; 179,010,884 and 176,007,184 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively ​ 18 ​ 18 Additional paid-in capital ​ 588,515 ​ ​ 577,603 Accumulated deficit ​ ( 84,639 ) ​ ( 19,090 ) Accumulated other comprehensive loss ​ ​ ( 559 ) ​ ​ ( 3,159 ) Total stockholders’ equity ​ 503,335 ​ 555,372 Total liabilities and stockholders’ equity ​ $ 532,792 ​ $ 594,446 ​ See accompanying Notes to Consolidated Financial Statements. ​ Solid Power, Inc. | 2023 Form 10-K | 47 Table of Contents Solid Power, Inc. Financial Statements (in thousands, except number of shares and per share amounts) Consolidated Statements of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ 2023 2022 Revenue ​ $ 17,410 ​ $ 11,789 ​ Operating Expenses ​ ​ ​ ​ ​ ​ Direct costs ​ ​ 27,731 ​ ​ 9,592 ​ Research and development ​ ​ 54,749 ​ 38,592 ​ Selling, general and administrative ​ ​ 25,550 ​ 22,724 ​ Total operating expenses ​ ​ 108,030 ​ 70,908 ​ Operating Loss ​ ​ ( 90,620 ) ​ ( 59,119 ) ​ Nonoperating Income and Expense ​ ​ ​ ​ ​ ​ Interest income ​ ​ 20,265 ​ ​ 8,476 ​ Change in fair value of warrant liabilities ​ ​ 4,890 ​ ​ 40,903 ​ Interest expense ​ ​ ( 84 ) ​ ( 42 ) ​ Total nonoperating income and expense ​ ​ 25,071 ​ 49,337 ​ Pretax Loss ​ ​ ( 65,549 ) ​ ( 9,782 ) ​ Income tax benefit ​ ​ — ​ ( 227 ) ​ Net Loss Attributable to Common Stockholders ​ $ ( 65,549 ) ​ $ ( 9,555 ) ​ Other Comprehensive Income (Loss) ​ ​ 2,600 ​ ​ ( 3,159 ) ​ Comprehensive Loss Attributable to Common Stockholders ​ $ ( 62,949 ) ​ $ ( 12,714 ) ​ Basic and diluted loss per share ​ ​ ( 0.37 ) ​ ​ ( 0.05 ) ​ Weighted average shares outstanding – basic and diluted ​ ​ 178,006,919 ​ 174,374,386 ​ ​ ​ ​ ​ ​ ​ ​ ​ See accompanying Notes to Consolidated Financial Statements. ​ ​ Solid Power, Inc. | 2023 Form 10-K | 48 Table of Contents Solid Power, Inc. Financial Statements (in thousands, except number of shares) Consolidated Statements of Stockholders’ Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Accumulated ​ Accumulated ​ Total Stockholders’ ​ Shares Amount paid-in capital deficit OCI Equity Balance - December 31, 2021 ​ ​ 167,557,988 ​ $ 17 ​ $ 568,183 ​ $ ( 9,535 ) ​ $ — ​ $ 558,665 Net loss ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 9,555 ) ​ ​ — ​ ​ ( 9,555 ) Withholding of employee taxes related to stock-based compensation ​ ​ — ​ ​ — ​ ​ ( 58 ) ​ ​ — ​ ​ — ​ ​ ( 58 ) Shares of common stock issued for vested RSUs ​ ​ 20,672 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Stock options exercised ​ ​ 8,428,524 ​ ​ 1 ​ ​ 818 ​ ​ — ​ ​ — ​ ​ 819 Transaction fees ​ ​ — ​ ​ — ​ ​ ( 12 ) ​ ​ — ​ ​ — ​ ​ ( 12 ) Unrealized loss on marketable securities ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 3,159 ) ​ ​ ( 3,159 ) Stock-based compensation expense ​ ​ — ​ ​ — ​ ​ 8,672 ​ ​ — ​ ​ — ​ ​ 8,672 Balance - December 31, 2022 ​ ​ 176,007,184 ​ $ 18 ​ $ 577,603 ​ $ ( 19,090 ) ​ $ ( 3,159 ) ​ $ 555,372 Net loss ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 65,549 ) ​ ​ — ​ ​ ( 65,549 ) Withholding of employee taxes related to stock-based compensation ​ ​ — ​ ​ — ​ ​ ( 112 ) ​ ​ — ​ ​ — ​ ​ ( 112 ) Shares of common stock issued under ESPP ​ ​ 287,224 ​ ​ — ​ ​ 434 ​ ​ — ​ ​ — ​ ​ 434 Shares of common stock issued for vested RSUs ​ ​ 226,201 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Stock options exercised ​ ​ 2,490,275 ​ ​ — ​ ​ 220 ​ ​ — ​ ​ — ​ ​ 220 Transaction fees ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Unrealized gain on marketable securities ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,600 ​ ​ 2,600 Stock-based compensation expense ​ ​ — ​ ​ — ​ ​ 10,370 ​ ​ — ​ ​ — ​ ​ 10,370 Balance - December 31, 2023 ​ ​ 179,010,884 ​ $ 18 ​ $ 588,515 ​ $ ( 84,639 ) ​ $ ( 559 ) ​ $ 503,335 ​ ​ ​ ​ ​ See accompanying Notes to Consolidated Financial Statements. ​ ​ Solid Power, Inc. | 2023 Form 10-K | 49 Table of Contents Solid Power, Inc. Financial Statements (in thousands, except par value, share amounts, and per share amounts) Consolidated Statements of Cash Flows ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ 2023 2022 Cash Flows from Operating Activities ​ ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 65,549 ) ​ $ ( 9,555 ) ​ Adjustments to reconcile net loss to net cash and cash equivalents from operating activities: ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 11,962 ​ 5,176 ​ Amortization of right-of-use assets ​ ​ 768 ​ ​ 745 ​ Loss on sale of property, plant, and equipment ​ ​ — ​ 11 ​ Stock-based compensation expense ​ ​ 10,370 ​ 8,672 ​ Deferred taxes ​ ​ — ​ ( 227 ) ​ Change in fair value of warrant liabilities ​ ​ ( 4,890 ) ​ ​ ( 40,903 ) ​ Accretion of discounts on other long-term liabilities ​ ​ 174 ​ ​ — ​ Amortization of premiums and accretion of discounts on marketable securities ​ ​ ( 10,975 ) ​ ​ ( 3,118 ) ​ Change in operating assets and liabilities that provided (used) cash and cash equivalents: ​ ​ ​ ​ ​ ​ Contract receivables ​ ​ ( 31 ) ​ ( 692 ) ​ Contract receivables from related parties ​ ​ 319 ​ ​ ( 319 ) ​ Prepaid expenses and other assets ​ ​ ( 1,510 ) ​ 2,687 ​ Accounts payable and other accrued liabilities ​ ​ 1,814 ​ ( 1,108 ) ​ Deferred revenue ​ ​ ( 50 ) ​ ( 450 ) ​ Deferred revenue from related parties ​ ​ ( 3,172 ) ​ ​ 4,000 ​ Accrued compensation ​ ​ 3,058 ​ 1,658 ​ Operating and finance lease liabilities, short-term ​ ​ ( 549 ) ​ ​ ( 401 ) ​ Net cash and cash equivalents used in operating activities ​ ​ ( 58,261 ) ​ ( 33,824 ) ​ Cash Flows from Investing Activities ​ ​ ​ ​ ​ ​ Purchases of property, plant and equipment ​ ​ ( 34,512 ) ​ ( 58,296 ) ​ Purchases of marketable securities and long-term investments ​ ​ ( 327,591 ) ​ ( 561,565 ) ​ Proceeds from sales of marketable securities ​ ​ 405,161 ​ ​ 190,374 ​ Purchases of intangible assets ​ ​ ( 556 ) ​ ( 498 ) ​ Net cash and cash equivalents provided by (used in) investing activities ​ ​ 42,502 ​ ( 429,985 ) ​ Cash Flows from Financing Activities ​ ​ ​ ​ ​ ​ Payments of debt ​ ​ ( 7 ) ​ ( 121 ) ​ Proceeds from exercise of stock options ​ ​ 220 ​ 818 ​ Proceeds from issuance of shares of common stock under ESPP ​ ​ 434 ​ ​ — ​ Cash paid for withholding of employee taxes related to stock-based compensation ​ ​ ( 112 ) ​ ​ ( 58 ) ​ Payments on finance lease liabilities ​ ​ ( 362 ) ​ ​ ( 142 ) ​ Transaction costs ​ ​ — ​ ​ ( 12 ) ​ Net cash and cash equivalents provided by financing activities ​ ​ 173 ​ ​ 485 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net decrease in cash and cash equivalents ​ ​ ( 15,586 ) ​ ​ ( 463,324 ) ​ Cash and cash equivalents at beginning of period ​ ​ 50,123 ​ ​ 513,447 ​ Cash and cash equivalents at end of period ​ ​ 34,537 ​ ​ 50,123 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash paid for interest ​ $ 84 ​ $ 42 ​ Accrued capital expenditures ​ $ 814 ​ $ 7,561 ​ ​ See accompanying Notes to Consolidated Financial Statements. ​ ​ Solid Power, Inc. | 2023 Form 10-K | 50 Table of Contents Notes to Consolidated Financial Statements Note 1 – Nature of Business Solid Power is developing solid-state battery technology for the EV and other markets. The Company’s planned business model is to sell its electrolyte and to license its cell designs and manufacturing processes. For the years ended December 31, 2023 and 2022, the Company has not derived material revenue from its principal business activities. Note 2 – Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Consolidated Financial Statements of the Company have been prepared on the basis of GAAP. The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements. Actual results could differ from those estimates. All amounts presented in the footnotes are in thousands, except share and per share amounts. The Consolidated Financial Statements include accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The accompanying Consolidated Financial Statements have been prepared assuming that the Company will continue as a going concern. Segment Reporting The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented as a single entity for purposes of making operating decisions, allocating resources, and evaluating financial performance. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and contingencies at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting periods. Estimates made by the Company include, but are not limited to, those related to the valuation of stock warrants, and useful lives of long-term assets, among others. The Company bases these estimates on historical experience and other assumptions that it believes are reasonable under the circumstances. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2023 and periodically throughout the year, the Company’s cash accounts exceeded federally insured limits. Marketable Securities The Company’s investment policy is consistent with the definition of available-for-sale securities. The Company does not buy and hold securities principally for the purpose of selling them in the near future. The Company’s policy is focused on the preservation of capital, liquidity, and return. From time to time, the Company may sell certain securities, but the objectives are not to generate profits on short-term differences in price. These securities are carried at estimated fair value with unrealized holding gains and losses included in other comprehensive income (loss) in stockholders’ deficit until realized. Gains and losses on marketable security transactions are reported on the specific-identification method. Dividend and interest income are recognized when earned. Solid Power, Inc. | 2023 Form 10-K | 51 Table of Contents Contract Receivables Contract receivables consist of amounts due from government entities and commercial contractors. Management considers all contract receivables collectible, and therefore, an allowance for doubtful accounts has not been recorded as of December 31, 2023 and 2022. Included within contract receivables are amounts for work performed but not billed as of December 31, 2023 and 2022, shown below. ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Contract receivables not billed ​ $ 302 ​ $ 1,083 ​ Credit Risk and Major Customers Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents, marketable securities, and long-term investments. The Company seeks to mitigate its credit risk with respect to cash and cash equivalents, marketable securities, and long-term investments by making deposits with large, reputable financial institutions and investing in high credit rated instruments. The Company grants credit in the normal course of business to government entities and commercial contractors in the United States. The Company periodically monitors the financial condition of its customers to reduce credit risk, but generally does not require collateral to support contract receivables. ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ 2023 2022 Revenue Concentration ​ ​ ​ Number of Customers ​ 2 4 Related Total Revenue Percentage 89 % 82 % Contract Receivable Concentration Number of Customers 3 2 Related Contract Receivables Percentage 97 % 40 % ​ Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist primarily of security deposits, prepaid insurance, and other minor miscellaneous expenses paid in advance. Property and Equipment Property and equipment are recorded at cost. The Company capitalizes property and equipment with useful lives exceeding one year. Assets are depreciated over their estimated useful lives. The straight-line method is used for computing depreciation. Depreciation expenses are recorded within Direct costs and Research and development line items in the Consolidated Statements of Operations. Cost of maintenance and repairs are charged to expense when incurred. Construction in progress related to specialized equipment will be reclassified as Property and equipment and depreciated, once placed in service. ​ ​ ​ ​ ​ Depreciable Life - Years Commercial production equipment ​ 5 years Laboratory equipment ​ 5 years Furniture and Computer Equipment 3 -7 years Leasehold improvements Lesser of asset life or lease term ​ Long-Term Investments The Company considers all investments with an original maturity of twelve months or more when purchased to be long-term investments. Solid Power, Inc. | 2023 Form 10-K | 52 Table of Contents Intangible Assets Intangible assets consist of licenses and costs incurred for pending patents and trademarks. Licenses consist of rights to use patents and are amortized over their estimated useful life of three to 20 years . Patent and trademark costs are amortized over an estimated useful life upon award by the United States Patent and Trademark Office or expensed if the Company is unsuccessful in securing an issued patent. Intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. Assets not subject to amortization are tested at least annually for impairment if events or circumstances indicate an impairment may have occurred. Deferred Rent Prior to the adoption of ASU No. 2016-02, Leases (Topic 842) on January 1, 2022, the Company had entered into operating lease agreements for each of its two facilities, each of which contain provisions for future rent increases or periods in which rent payments are reduced. The Company records monthly rent expense equal to the total of the payments due over the lease term, divided by the number of months of the lease term. The difference between rent expense recorded and the amount paid is credited or charged to deferred rent, which is reflected in Other Long-term Liabilities in the accompanying Consolidated Balance Sheets. Deferred rent also includes the unamortized portion of landlord-financed tenant improvement allowances, which are amortized on a straight-line basis over the lease term as a reduction in rent expense. Leases The Company accounts for its leases under ASU No. 2016-02, Leases (Topic 842). Under this guidance, the Company classifies contracts meeting the definition of a lease as operating or financing leases, and leases are recorded on the condensed consolidated balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses, including common maintenance fees, insurance and property tax, are recorded when incurred. In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components for all classes of assets. The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election, and instead recognizes rent expense on a straight-line basis over the lease term. Stock-based Compensation The Company recognizes expenses for employee services received in exchange for stock-based compensation based on the grant date fair value of the awards. The determination of the estimated fair value of stock-based payment awards on the date of grant is calculated using the Black-Scholes option-pricing model and is affected by the Company’s stock price, as well as assumptions regarding risk-free rate, dividend yield, and the historical volatility of comparable entities. Stock-based compensation is recorded as an expense only for those awards that are expected to vest. Compensation cost is recognized on a straight-line basis over the requisite vesting service period and is allocated ratably within Operating Expenses in the Consolidated Statements of Operations. Revenue The Company records the elements of its JDAs in accordance with ASC Topic 808, Collaborative Arrangements. Accordingly, the elements of the JDAs that represent activities in which both parties are active participants and are exposed to the significant risks and rewards that are dependent on the commercial success of the activities are recorded as collaborative arrangements. The Company considers the guidance in ASC 606-10-15, Revenue from Contracts with Customers – Scope and Scope Exceptions, in determining the appropriate treatment for the transactions between the Company and its partners or third parties. Generally, the classification of transactions under the JDAs is determined based on the nature and contractual terms of the arrangement along with the nature of the operations of the participants. The Company recognizes collaborative revenue from cost contracts on the basis of costs incurred during the period and for cost plus fixed-fee contracts on the basis of costs incurred during the period plus the fee earned. Contract costs include all direct labor, subcontract, material, and indirect costs related to the contract performance that are allowable under contract provisions. Solid Power, Inc. | 2023 Form 10-K | 53 Table of Contents Deferred revenue represents billings in advance of revenue recognized. ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Deferred revenue ​ $ 1 ​ $ 50 Deferred revenue from related parties ​ $ 828 ​ $ 4,000 ​ Warrant Liabilities The Company accounts for warrants as liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. Warrants recorded as liabilities are recorded at their fair value, within Warrant Liabilities on the Consolidated Balance Sheets and are remeasured on each reporting date with changes recorded in Change in fair value of warrant liabilities on the Company’s Consolidated Statements of Operations. Fair Value Measurements The Company applies fair value accounting for selected financial assets and liabilities measured on a recurring and nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance ASC Topic 820 Fair Value Measurement established a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, used to determine the fair value of its financial instruments. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Level 1 – inputs include quoted market prices in an active market for identical assets or liabilities. Level 2 – inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 – inputs are unobservable and corroborated by little or no market data. Research and Development Our research and development activities focus on making improvements to our electrolyte and cell technology with the ultimate goal of commercializing technology that outperforms conventional lithium-ion. ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Research and development expenditures ​ $ 54,749 ​ $ 38,592 ​ Income Taxes The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the Consolidated Financial Statements or tax returns. Deferred tax liabilities and assets are determined based on the differences between the Consolidated Financial Statements and tax basis of assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected to reverse. The measurement of deferred tax assets is reduced, if necessary, by the amount of any uncertain tax positions or tax benefits that are not expected to be realized based on available evidence. The Company records deferred tax assets and associated valuation allowances, when appropriate, to reflect amounts more likely than not to be realized based upon Company analysis. The Company’s temporary differences result primarily from capitalization of certain qualifying research and development expenses, accruals and reserves, depreciation of property and equipment, stock compensation expense, capitalization of operating or financing leases, and net operating loss carryovers. Solid Power, Inc. | 2023 Form 10-K | 54 Table of Contents The Company accounts for any uncertainty in income taxes by recognizing the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company measures the tax benefits recognized in the Consolidated Financial Statements from such a position based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate resolution. Interest and penalties associated with tax positions are recorded in the period assessed as General and administrative on the Consolidated Statement of Operations. No interest or penalties have been assessed during the years ended December 31, 2023 and 2022. Net Loss per Share of Common Stock Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share adjusts basic loss per share for the potentially dilutive impact of stock options and warrants. The Company reported a net loss in 2023 and 2022. As such, all potentially dilutive securities, including options and warrants, are antidilutive and, accordingly, basic net loss per share equals diluted loss per share. Recent Accounting Pronouncements Income taxes In December 2023, the FASB issued ASU No. 2023-09 Income Taxes (Topic 740) Improvements to Income Tax Disclosures. ASU 2023-09 requires companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires companies to disclose additional information about income taxes paid. ASU 2023-09 will be effective for annual periods beginning January 1, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively. We are evaluating the disclosure impact of ASU 2023-09. Segment Reporting In November 2023, the FASB issued ASU No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. Among other new disclosure requirements, ASC 2023-07 requires companies to disclose significant segment expenses that are regularly provided to the CODM. ASU 2023-07 will be effective for annual periods beginning on January 1, 2024 and interim periods beginning on January 1, 2025. ASU 2023-07 must be applied retrospectively to all prior periods presented in the financial statements. We are evaluating the disclosure impact of ASU 2023-07. ​ ​ Note 3 – Property, Plant and Equipment Property, plant and equipment at December 31 are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Commercial production equipment ​ $ 36,086 ​ $ 21,595 Laboratory equipment ​ ​ 9,910 ​ ​ 3,278 Leasehold improvements ​ 59,109 ​ 27,996 Furniture and computer equipment ​ 3,915 ​ 1,482 Construction in progress ​ 13,650 ​ 40,036 Total cost ​ 122,670 ​ 94,387 Accumulated depreciation ​ ( 23,514 ) ​ ( 11,626 ) Net property and equipment ​ $ 99,156 ​ $ 82,761 ​ Depreciation expenses for dedicated laboratory equipment and commercial production equipment are charged to research and development; other depreciation expenses are included in the Company’s overhead and are allocated across operating expenses on the accompanying Consolidated Statements of Operations based on Company personnel costs incurred. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2023 2022 Depreciation expense ​ $ 11,947 ​ $ 5,167 ​ ​ Solid Power, Inc. | 2023 Form 10-K | 55 Table of Contents In 2023, the Company expanded its electrolyte production to produce larger quantities of electrolyte material required to feed cell-production lines and continue research and development efforts. The Company began producing electrolyte from this facility in 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Construction in progress ​ ​ SP1 – 2 nd cell pilot line ​ $ 773 ​ $ 2,010 SP1 – Other capital projects ​ 1,525 ​ 2,206 SP2 – Increased scale electrolyte production ​ 11,352 ​ 35,820 ​ ​ Note 4 – Intangible Assets Intangible assets of the Company at December 31 are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 ​ ​ Gross Carrying ​ Accumulated ​ Gross Carrying ​ Accumulated ​ ​ Amount Amortization Amount Amortization Intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Licenses ​ $ 149 ​ $ ( 61 ) ​ $ 149 ​ $ ( 51 ) Patents ​ ​ 92 ​ ​ ( 5 ) ​ ​ — ​ ​ — Patents pending ​ ​ 1,444 ​ — ​ 984 ​ — Trademarks ​ ​ 13 ​ ​ — ​ ​ 9 ​ ​ — Trademarks pending ​ ​ 18 ​ — ​ 17 ​ — Total amortized intangible assets ​ $ 1,716 ​ $ ( 66 ) ​ $ 1,159 ​ $ ( 51 ) ​ Amortization expense for intangible assets at December 31 are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Amortization expense ​ $ 15 ​ $ 9 ​ ​ Useful lives of intangible assets range from three to 20 years . Amortization expenses are allocated ratably across operating expenses on the accompanying condensed consolidated statements of operations. Note 5 – Fair Value Measurements The Company considers all highly liquid instruments with original maturities of less than 90 days to be cash equivalents. As of December 31, 2023, there were no long-term marketable securities. The carrying amounts of certain financial instruments, such as cash equivalents, short-term investments, accounts receivable, accounts payable, and accrued liabilities, approximate fair value due to their relatively short maturities. Solid Power, Inc. | 2023 Form 10-K | 56 Table of Contents Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis At December 31, the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis were classified within the fair value hierarchy as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ Level 1 Level 2 Level 3 Total Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial Paper ​ $ 84,909 ​ $ — ​ $ — ​ $ 84,909 Corporate Bonds ​ $ 239,473 ​ $ — ​ $ — ​ $ 239,473 Government Bonds ​ $ 56,689 ​ $ — ​ $ — ​ $ 56,689 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public Warrants ​ $ 2,505 ​ $ — ​ $ — ​ $ 2,505 Private Placement Warrants ​ $ — ​ $ 1,722 ​ $ — ​ $ 1,722 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Level 1 Level 2 Level 3 Total Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial Paper ​ $ 165,179 ​ $ — ​ $ — ​ $ 165,179 Corporate Bonds ​ $ 227,957 ​ $ — ​ $ — ​ $ 227,957 Government Bonds ​ $ 42,865 ​ $ — ​ $ — ​ $ 42,865 U.S. Treasuries ​ 9,930 ​ ​ — ​ ​ — ​ 9,930 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public Warrants ​ $ 4,900 ​ $ — ​ $ — ​ $ 4,900 Private Placement Warrants ​ $ — ​ $ 4,217 ​ $ — ​ $ 4,217 ​ The change in fair value of the Company’s marketable securities is included in other comprehensive income (loss). There were no transfers in and out of Level 3 fair value hierarchy during the years ended December 31, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 Marketable securities and long-term investments purchased ​ $ 327,591 ​ $ 561,565 ​ Fair Value of Warrants The fair value of the Private Placement Warrants have been estimated using a Black-Scholes model as of December 31, 2023 and 2022 Consolidated Balance Sheet dates. The estimated fair value of the Private Placement Warrants is determined using Level 2 directly or indirectly observable inputs. Inherent in a Black-Scholes model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate, and dividend yield. Material increases (or decreases) in any of those inputs may result in a significantly higher (or lower) fair value measurement. The Company estimates the volatility of its Private Placement Warrants based on implied volatility from the Company’s Public Warrants and from historical volatility of select peer companies’ common stock that matches the expected remaining life of the Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the Warrants. The dividend yield is based on the historical rate, which the Company anticipates remaining at zero. The fair value of the Public Warrants has been measured based on the quoted price of such warrants on the Nasdaq Stock Market, a Level 1 input. The following table provides quantitative information regarding Level 2 inputs used in the recurring valuation of the Private Placement Warrants as of their measurement dates: Solid Power, Inc. | 2023 Form 10-K | 57 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Exercise price ​ $ 11.50 ​ $ 11.50 ​ Stock price ​ $ 1.45 ​ $ 2.54 ​ Volatility ​ 95.0 % 71.3 % Term (years) ​ 2.94 ​ 3.94 ​ Risk-free rate ​ 3.94 % 4.03 % ​ The following table provides a reconciliation of the Public Warrants measured at fair value using Level 1 inputs and Private Placement Warrants measured at fair value using Level 2 inputs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public Warrants ​ Private Placement Warrants ​ Level 1 Fair Value Level 2 Fair Value December 31, 2022 ​ $ 0.42 ​ $ 0.55 Change in fair value ​ $ ( 0.23 ) ​ $ ( 0.27 ) December 31, 2023 ​ $ 0.19 ​ $ 0.28 ​ ​ The following table provides a reconciliation of the change in fair value for the Public and Private Placement Warrants at December 31. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Change in ​ ​ Warrant Class Level Warrants December 31, 2022 Fair Value December 31, 2023 Public Warrants 1 13,182,501 ​ $ 4,900 ​ $ ( 2,395 ) ​ $ 2,505 Private Placement Warrants 2 6,150,802 ​ $ 4,217 ​ $ ( 2,495 ) ​ $ 1,722 Total 19,333,303 ​ $ 9,117 ​ $ ( 4,890 ) ​ $ 4,227 ​ ​ ​ ​ Note 6 –Warrant Liabilities ​ The table below provides a summary of the outstanding Public and Private Placement Warrants at December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Public Warrants ​ ​ 13,182,501 ​ ​ 11,666,636 Private Placement Warrants ​ ​ 6,150,802 ​ ​ 7,666,667 ​ Each whole Warrant entitles the holder thereof to purchase one share of common stock at a price of $ 11.50 per share, subject to customary adjustments. Only whole Warrants are exercisable. The Warrants became exercisable on January 7, 2022 and will expire on December 8, 2026. Redemption of Public Warrants when the price per share of common stock equals or exceeds $ 18.00 . The Company may redeem all of the outstanding Public Warrants: ● in whole and not in part; ● upon at least 30 days ’ prior written notice; ● at a price of $ 0.01 per Public Warrant; and Solid Power, Inc. | 2023 Form 10-K | 58 Table of Contents ● if the last sale price of the Company’s Common Stock equals or exceeds $ 18.00 per share, subject to customary adjustments, for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which notice of the redemption is given. Redemption of Public Warrants when the price per share of common stock equals or exceeds $ 10.00 . The Company may redeem all of the outstanding Public Warrants: ● in whole and not in part; ● upon at least 30 days ’ prior written notice; ● at a price of $ 0.10 per Public Warrant, provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive a number of shares of the Company’s common stock determined in part by the redemption date and the “fair market value” of the common stock; and ● if the last sale price of the Company’s common stock equals or exceeds $ 10.00 per share, subject to customary adjustments, on the trading day prior to the date on which notice of redemption is given. The “fair market value” of the Company’s common stock means the average reported last sale price of the Company’s common stock for the ten trading days immediately following the date on which the notice of redemption is sent to the holders of Warrants. The Company classifies the outstanding Warrants as Warrant Liabilities on the condensed consolidated balance sheets in accordance with the guidance contained in ASC 815. None of the Private Placement Warrants are redeemable by the Company so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2023 2022 Fair value of warrant liabilities ​ $ 4,227 ​ $ 9,117 ​ The table below provides the Company’s recognized gain(loss) recognized in connection with the changes in fair value of warrant liabilities at December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2023 2022 Gain recognized associated with warrant liabilities ​ $ 4,890 ​ $ 40,903 ​ ​ Note 7 – Stockholders’ Equity Common Stock Stock options exercised for common stock, stock issued under the ESPP, and shares of common stock issued upon vesting of RSUs for the years ended December 31, 2023 and 2022 are summarized in the table below: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2023 2022 ​ Stock options exercised ​ 2,490,275 ​ 8,428,524 ​ Shares of common stock issued under ESPP ​ 287,224 ​ — ​ Shares of common stock issued for vested RSUs ​ 226,201 ​ 20,672 ​ ​ ​ ​ Solid Power, Inc. | 2023 Form 10-K | 59 Table of Contents ​ The table below presents the cash received associated with common stock related activities at December 31. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 Cash received from stock options exercised ​ $ 220 ​ $ 818 Cash received from shares of common stock issued under ESPP ​ ​ 434 ​ ​ — ​ ​ Note 8 – Stock-Based Compensation 2014 Plan and 2021 Plan Options granted under the 2014 Plan had a ten-year term and vest as to 1/4 th of these shares after one year after the initial date of service of a service provider and with the balance of the shares vesting in a series of 36 successive equal monthly installments following the first vesting date. Option awards under the 2014 Plan were granted with an exercise price equal to the fair market value of Solid Power Operating, Inc.’s common stock at the date of grant. Certain option awards issued under the 2014 Plan provide for accelerated vesting if there is a change in control (as defined in the plan agreements). Options granted under the 2021 Plan during 2022 have a ten-year term and vest as to 1/4 th of these shares per year beginning one year after the initial date of service of a service provider. Options granted under the 2021 Plan during 2023 have a ten-year term and vest as to 1/4 th of the shares one year after the initial date of service of a service provider then 6.25 % per quarter thereafter. Option awards under the 2021 Plan were granted with an exercise price equal to the fair market value of the Company’s common stock at the date of grant. Certain option awards issued under the 2021 Plan provide for accelerated vesting if there is a change in control (as defined in the plan agreements). Effective April 1, 2022, the Company began granting RSUs in accordance with the terms of the 2021 Plan. The grant date fair value of RSUs awarded are determined based on the Company’s closing common share price on the NASDAQ on the trading day preceding the grant date. RSU awards for employees granted during 2022 generally vest 25 % per year commencing on the first anniversary of the grant date. RSU awards for employees granted during 2023 generally vest 25 % on the first anniversary of the grant date then 6.25 % per quarter thereafter. RSU awards upon initial service as a director vest in 12 equal quarterly installments. For initial service grants, vested RSUs are settled in common stock upon the earlier of the director no longer serving on the board of directors or the date the RSU has fully vested. Annual RSU awards to directors generally fully vest on the one-year anniversary of the grant date. Upon vesting, granted RSUs entitle the grantee to receive one share of common stock of the Company at no additional cost. Holders of unvested RSUs do not have voting or dividend rights. At December 31, 2023 and 2022, the Company had 24,264,016 and 24,766,176 shares of common stock underlying stock options outstanding under the 2014 Plan, respectively. No additional grants under the 2014 Plan are permitted. Beginning on January 1, 2022, the number of shares of common stock available for issuance under the 2021 Plan shall increase by an amount equal to the lesser of (i) 18,900,000 shares of common stock, (ii) five percent ( 5 %) of the total number of shares of common stock outstanding on the last day of the immediately preceding fiscal year, or (iii) a number of shares of common stock determined by the administrator no later than the last day of the immediately preceding fiscal year. On January 1, 2022, the number of shares of common stock available for issuance under the 2021 Plan increased by 8,377,899 shares of common stock. As of December 31, 2023, the 2021 Plan permitted the Company to grant up to 21,711,885 shares of common stock to its employees, directors, and consultants, as designated by the board of directors. As of December 31, 2023, the Company had 22,048,584 shares of common stock underlying options awards and RSU awards outstanding under the 2021Plan, respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 Option awards granted under 2021 Plan ​ ​ 5,176,889 ​ ​ 1,730,564 RSU awards granted under 2021 Plan ​ ​ 4,663,079 ​ ​ 1,292,429 ​ Solid Power, Inc. | 2023 Form 10-K | 60 Table of Contents Compensation Expense for Stock-Based Compensation The fair value of stock options and RSUs issued to employees and directors is recognized as compensation expense over the period of service that generally coincides with the vesting period of the award. When calculating the amount of annual compensation expense, the Company has elected not to estimate forfeitures and instead accounts for forfeitures as they occur. For the years ended December 31, 2023 and 2022, the Company recognized compensation costs totaling: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 2022 Equity-based compensation costs related to RSUs ​ $ 3,427 ​ $ 1,567 Equity-based compensation costs related to stock options ​ 6,774 ​ 7,076 Equity-based compensation costs related to ESPP ​ ​ 169 ​ ​ 29 Total equity-based compensation costs ​ $ 10,370 ​ $ 8,672 Unrecognized future compensation cost as of: ​ ​ 23,922 ​ ​ 25,531 ​ The fair value of stock options and other equity-based compensation issued to employees is recognized as compensation expense over the period of service that generally coincides with the vesting period of the award. The Company allocated compensation ratably across Operating Expenses within the following financial statement lines: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 2022 Direct Costs ​ $ 3,751 ​ $ 1,580 Research and Development ​ ​ 4,826 ​ ​ 4,474 Selling, general and administrative ​ ​ 1,793 ​ ​ 2,618 Total equity-based compensation cost ​ $ 10,370 ​ $ 8,672 ​ Stock Options The fair value for purposes of determining the compensation cost of each option award is estimated on the date of grant using a Black-Scholes option valuation model that uses the weighted-average assumptions noted in the following table. Expected volatilities are based on historical volatility of comparable companies. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The fair value of each option grant during the years ended December 31, 2023 and 2022 was estimated on the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions used: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Approximate risk‑free rate ​ ​ 4.17 % ​ 2.84 % Volatility ​ ​ 46.91 % ​ 44.69 % Average expected life (years) ​ ​ 6 years ​ ​ 6 years ​ Dividend yield ​ ​ 0 % ​ 0 % Weighted‑average grant date fair value ​ $ 2.80 ​ $ 7.26 ​ Estimated fair value of total stock options granted ​ $ 7,815 ​ $ 5,659 ​ ​ When calculating the amount of annual compensation expense, the Company has elected not to estimate forfeitures and instead accounts for forfeitures as they occur. Solid Power, Inc. | 2023 Form 10-K | 61 Table of Contents A summary of option activity under the 2014 Plan and 2021 Plan for the years ended December 31, 2023 and 2022 is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average ​ ​ ​ ​ ​ ​ ​ Remaining ​ ​ Number of ​ Weighted-average ​ Contractual Term Options Shares Exercise Price (in years) Outstanding at January 1, 2022 ​ 34,407,949 ​ $ 1.86 ​ 6.98 Granted 1,730,564 ​ $ 7.19 ​ Exercised ​ ( 8,428,524 ) ​ $ 0.10 ​ ​ Forfeited or expired ( 1,711,817 ) ​ $ 4.64 ​ Outstanding at December 31, 2022 ​ 25,998,172 ​ $ 2.60 ​ 6.31 ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at January 1, 2023 ​ 25,998,172 ​ $ 2.60 ​ 6.31 Granted ​ 5,176,889 ​ $ 2.75 ​ ​ Exercised ​ ( 2,490,275 ) ​ $ 0.09 ​ ​ Forfeited or expired ​ ( 4,420,770 ) ​ $ 3.38 ​ ​ Outstanding at December 31, 2023 ​ 24,264,016 ​ $ 2.53 ​ 7.03 ​ ​ ​ ​ ​ ​ ​ ​ Exercisable at December 31, 2022 ​ 18,202,064 ​ $ 1.19 ​ 5.14 Exercisable at December 31, 2023 ​ 16,662,487 ​ $ 1.99 ​ 4.87 ​ Cash received from options exercised under the 2014 Plan for December 31, 2023 and 2022 was $ 220 and $ 818 , respectively. The aggregate intrinsic value of exercisable options at December 31, 2023 was $ 14,121 . The aggregate intrinsic value of exercised options at December 31, 2023 was $ 70,115 . Restricted Stock Units The following table summarizes non-vested RSUs at December 31, 2023 and the changes for the period ended December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Weighted-average ​ ​ Shares ​ Grant Date Fair Value Balance at December 31, 2022 ​ 1,057,980 ​ 7.06 Granted ​ 4,663,079 ​ ​ 2.56 Vested or Exercised ​ ( 278,606 ) ​ ​ 7.34 Forfeited ​ ( 969,437 ) ​ ​ 3.87 Balance at December 31, 2023 ​ 4,473,016 ​ ​ 3.30 ​ The vested RSUs had no intrinsic value as of December 31, 2023. ESPP The ESPP originated with 3,778,000 shares of common stock available for issuance. Beginning on January 1, 2022, the number of shares of common stock available for issuance under the ESPP shall increase by an amount equal to the lesser of (i) 3,778,000 shares of common stock (ii) one percent (1%) of the total number of shares of common stock outstanding on the last day of the immediately preceding fiscal year or (iii) a number of shares of common stock determined by the administrator no later than the last day of the immediately preceding fiscal year. On January 1, 2022, the number of shares of common stock available for issuance under the ESPP increased by 1,685,579 shares of common stock. As of December 31, 2023, 5,748,573 shares remained available for issuance. As of December 31, 2023, the ESPP permitted the Company to issue up to 5,748,573 shares of common stock. The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. Substantially all employees are eligible to participate and, through payroll deductions, can purchase shares on dates determined by the administrator. However, with respect to the Section 423 Component, an employee may not be granted rights to purchase stock under the ESPP if the employee, immediately after the grant, would own (directly or through attribution) stock possessing 5 % or more of the Solid Power, Inc. | 2023 Form 10-K | 62 Table of Contents total combined voting power or value of all classes of the Company’s common stock. The purchase price per share sold pursuant to the ESPP will be the lower of (i) 85 % of the fair market value of common stock on the enrollment or (ii) 85 % of the fair market value on the exercise date. Each offering period will span up to six months. Purchases may be up to 15 % of qualified compensation, with an annual limit of $ 25,000 . Note 9 – Basic and Diluted Loss Per Share The table below reconciles basic weighted average common shares outstanding to diluted weighted average shares outstanding for December 31, 2023 and 2022. Basic loss per share is based on the weighted average number of common shares outstanding for the period. Basic loss per share represents net loss attributable to common stock divided by the basic weighted average number of common shares outstanding during the period. Diluted loss per share also includes the dilutive effect of additional potential common shares issuable from stock-based awards and are determined using the treasury stock method. Diluted loss per share represents net loss divided by diluted weighted average number of common shares, which includes the average dilutive effect of all potentially dilutive securities that are outstanding during the period. The unvested stock awards, warrants, and options are included in the number of shares outstanding for diluted earnings per share calculations, unless a net loss is reported, in which situation unvested stock awards, warrants, and options are excluded from the number of shares outstanding for diluted earnings per share calculations. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2023 ​ 2022 ​ Net loss attributable to common stockholders ​ $ ( 65,549 ) ​ $ ( 9,555 ) ​ Weighted average shares outstanding – basic and diluted ​ ​ 178,006,919 ​ ​ 174,374,386 ​ Basic and diluted loss per share ​ $ ( 0.37 ) ​ $ ( 0.05 ) ​ ​ Due to the net loss to common stockholders in 2023 and 2022 presented above, diluted loss per share was computed without consideration of potentially dilutive instruments as their inclusion would have been anti-dilutive. As of December 31, 2023 and 2022, potentially dilutive securities excluded from the diluted earnings (loss) per share calculation are as follows (in shares): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Warrants ​ 19,333,303 19,333,303 ​ 2014 Plan & 2021 Plan - Stock Options ​ 25,877,631 26,328,279 ​ 2021 Plan - RSUs ​ 3,477,809 710,385 ​ ESPP - Common Stock ​ 67,724 ​ 26,589 ​ Contingently Issued Shares of Common Stock ​ - ​ 5,399 ​ Total potentially dilutive securities ​ 48,756,467 ​ 46,403,955 ​ ​ ​ Note 10 – Leases The Company leases its facilities and certain equipment. Fixed rent generally escalates each year, and the Company is responsible for a portion of the landlords’ operating expenses such as property tax, insurance and common area maintenance. The Company’s facility in Louisville, Colorado is under a noncancelable operating lease with a maturity date in September 2029. In 2022, the Company amended the lease to incorporate a prior subleased space into the base lease and extend the term of the lease. The Company has the right to renew this lease for an additional five-year period. On September 1, 2021, the Company entered into an industrial operating lease agreement for its facility in Thornton, Colorado, with the initial term through March 31, 2029. Under this operating lease, the Company has one option to renew for five years , which has been included in the calculation of lease liabilities and right-of-use assets at the adoption date of the lease accounting standard on January 1, 2022, as the exercise of the option was reasonably certain. As the renewal rent has not been negotiated, the Solid Power, Inc. | 2023 Form 10-K | 63 Table of Contents Company used an estimated rent rate which approximated the fair market rent at adoption of ASC 842 on January 1, 2022 for the extension period. The Company has certain equipment leases classified as finance leases as of December 31, 2023. The Company’s leases do not have any contingent rent payments and do not contain residual value guarantees. The components of lease expense are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Finance lease costs: ​ ​ ​ Amortization of right-of-use assets ​ $ 197 ​ $ 92 Interest on lease liabilities ​ 53 ​ 28 Operating lease costs ​ 1,160 ​ 850 Total lease expense ​ $ 1,410 ​ $ 970 ​ The components of cash flow information related to leases are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 ​ Operating outgoing cash flows – finance leases ​ $ 54 ​ $ 24 ​ Financing outgoing cash flows – finance leases ​ 308 ​ 142 ​ Operating outgoing cash flows – operating leases ​ 1,138 ​ 568 ​ Right-of-use assets obtained in exchange for new finance lease liabilities: ​ ​ 345 ​ ​ 1,014 ​ Right-of-use assets obtained in exchange for new operating lease liabilities: ​ ​ — ​ ​ 8,947 ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 Finance lease ​ Weighted-average remaining lease term – finance leases (in years) 2.84 ​ Weighted-average discount rate – finance leases 6.5 % Operating lease ​ ​ Weighted-average remaining lease term – operating leases (in years) 9.22 ​ Weighted-average discount rate – operating leases 6.9 % ​ As of December 31, 2023, future minimum payments during the next five years and thereafter are as follows: ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year Finance Lease Operating Lease 2024 ​ $ 425 ​ $ 1,173 2025 ​ ​ 310 ​ ​ 1,210 2026 ​ ​ 179 ​ ​ 1,248 2027 ​ ​ 85 ​ ​ 1,288 2028 ​ ​ 16 ​ ​ 1,329 Thereafter ​ ​ - ​ ​ 5,242 Total ​ ​ 1,015 ​ ​ 11,490 Less present value discount ​ ​ 85 ​ ​ 2,868 Total lease liabilities ​ $ 930 ​ $ 8,622 Click or tap here to enter text. ​ Note 11 – Related Party Transactions During 2022, the Company amended our JDA with BMW to provide a research and development-only license to certain of the Company’s intellectual property relating to cell manufacturing. The license allows, among other things, BMW to install a solid- Solid Power, Inc. | 2023 Form 10-K | 64 Table of Contents state prototype cell manufacturing line based upon the Company’s proprietary information. The license is limited to BMW’s research and development activities and may not be used for commercial battery cell production. We expect to negotiate a non-exclusive electrolyte supply agreement to supply BMW with our electrolyte material following commissioning of BMW’s prototype cell manufacturing line. Before BMW’s installation of their cell manufacturing line, the Company and BMW have agreed to joint development and manufacturing activities at Solid Power’s facilities. Any intellectual property developed jointly by the Company and BMW at the Company’s facilities will be solely owned by Solid Power. To the extent intellectual property is jointly conceived elsewhere, the Company and BMW will jointly own such intellectual property. The intellectual property developed by us or BMW individually will be owned by such party. Both parties will have the right to utilize the other party’s technical improvements for research and development purposes only. Solid Power, with certain limitations, has the right to cause BMW to license BMW’s technical improvements to the Company for commercial purposes. BMW will pay the Company $ 20,000 between December 2022 and June 2024, subject to the Company achieving certain milestones. For the year ended December 31, 2023, the Company recognized $ 12,700 of revenue from BMW and recorded $ 828 of deferred revenue related to cash paid from BMW in advance of services provided. For the year ended December 31, 2022, the Company recognized $ 2,000 of revenue from BMW and recorded $ 4,000 of deferred revenue related to cash paid from BMW in advance of services provided. Note 12 – Retirement Plans ​ The Company sponsors a 401(k) plan for all employees. The plan provides for the Company to make a discretionary matching contribution. Contributions to the plan totaled $ 977 and $ 802 for the years ended December 31, 2023 and 2022, respectively. ​ Note 13 – Income Taxes The Company provides deferred U.S. federal, state, or foreign income tax benefits for periods presented. The Company has also provided a valuation allowance on the net deferred tax asset because of uncertainty regarding realizability. Realization of deferred tax assets is dependent on generating sufficient taxable income prior to the expiration of loss carryforwards. Deferred tax assets and liabilities arise primarily from net operating loss carryforwards and temporary differences arising from the amortization of intangible assets, depreciation on property and equipment, and various accrued liabilities. Income taxes included in the Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 are detailed below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ 2023 2022 Current income tax (benefit) expense: ​ ​ ​ ​ ​ ​ ​ Federal ​ $ — ​ $ — ​ State ​ ​ 2 ​ ​ — ​ Deferred income tax (benefit) expense: ​ ​ ​ ​ ​ ​ ​ Federal ​ ​ — ​ ​ ( 195 ) ​ State ​ ​ — ​ ( 32 ) ​ Total income tax (benefit) expense ​ $ 2 ​ $ ( 227 ) ​ ​ ​ ​ Solid Power, Inc. | 2023 Form 10-K | 65 Table of Contents The tables below represent a reconciliation of the statutory federal income tax expense to income tax: ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 Income tax expense at the federal statutory rate ​ 21.00 % 21.00 % State income taxes - net of federal income tax benefits ​ 1.42 % 13.07 % Permanent Differences ​ ( 1.07 ) % ( 3.14 ) % Permanent Differences – Fair Value Adjustments– Warrant Liability ​ 1.63 % 66.21 % Permanent Differences – Fair Value Adjustments– Marketable Securities ​ — % ( 5.13 ) % Prior year provision to return ​ ( 0.26 ) % 0.03 % Net change in valuation allowance ​ ( 25.54 ) % ( 104.28 ) % Research and Development ​ 2.62 % 13.65 % Other ​ 0.20 % 0.33 % Total income tax (benefit) ​ — % 1.75 % ​ For the years ended December 31, 2023 and 2022, the effective tax rate was approximately 0.00 % and 1.75 %, respectively. Differences between the statutory rate and the Company’s effective tax rate resulted from changes in valuation allowance and permanent differences for tax purposes in the treatment of certain nondeductible expenses. The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities are presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 Deferred tax assets: ​ ​ ​ ​ Net operating loss ​ $ 30,534 ​ $ 17,962 R&D Credit ​ ​ 3,557 ​ ​ 1,908 Stock compensation ​ ​ 3,333 ​ ​ 1,991 Section 174 Capitalization ​ ​ 9,406 ​ ​ 5,731 ROU Lease Liability ​ ​ 2,332 ​ ​ 2,459 MTM Market Equities ​ ​ 125 ​ ​ — Other ​ 1,204 ​ 748 Total income tax expense (benefit) ​ 50,491 ​ 30,799 Valuation allowance ​ ( 44,109 ) ​ ( 28,030 ) Net deferred tax assets: ​ 6,382 ​ 2,769 Deferred tax liabilities: ​ ​ Intangibles (non-goodwill) ​ $ ( 1 ) ​ $ ( 1 ) Property and equipment ​ ( 797 ) ​ ( 652 ) Accretion ​ ​ (3,351) ​ ​ — ROU Asset ​ ​ ( 2,233 ) ​ ​ ( 2,116 ) Total deferred tax liabilities ​ ( 6,382 ) ​ ( 2,769 ) Total net deferred tax liability ​ $ — ​ $ — ​ The ultimate realization of deferred tax assets is dependent upon the existence, or generation, of taxable income in the periods when those temporary differences and net operating loss carryovers are deductible. Management considers the scheduled reversal of deferred tax liabilities, taxes paid in carryover years, projected future taxable income, available tax planning strategies, and other factors in making this assessment. Based on available evidence, management does not believe it is more likely than not that all of the deferred tax assets will be realized. Accordingly, the Company has established a valuation allowance equal to the net realizable deferred tax assets. The valuation allowance increased by $ 16,079 in 2023. Solid Power, Inc. | 2023 Form 10-K | 66 Table of Contents At December 31, 2023 and 2022, the Company had total domestic Federal net operating loss carryovers of approximately $ 129,729 and $ 73,367 , respectively. Federal net operating losses generated on or prior to December 31, 2017 expire in 2037. Federal net operating losses generated on or after January 1, 2018 have an indefinite carryforward and are only available to offset 80 % taxable income beginning in 2021. The determination of state net operating loss carryforwards is dependent upon apportionment percentages and state laws that can change from year to year and that can thereby impact the amount of such carryforwards. The majority of the state net operating losses have an indefinite carryforward. Accounting for uncertainty in income taxes is based on a recognition threshold and measurement attribute for the Consolidated Financial Statements recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company recognizes in its Consolidated Financial Statements only those tax positions that are more-likely-than-not to be sustained as of the adoption date, based on the technical merits of the position. Each year the Company performs a comprehensive review of its material tax positions. The Company’s policy is to recognize interest and penalties related to uncertain tax benefits in income tax expense. As the Company had no uncertain tax benefits before the year ending December 31, 2023, there is no accrual of interest or penalties related to uncertain tax positions. The following table summarizes the Company’s unrecognized tax benefits: ​ ​ ​ ​ ​ ​ December 31, 2023 Balance, beginning of year ​ $ 636 Gross increases related to prior period tax position ​ 212 Gross increases related to current period tax position ​ 338 Gross decreases related to prior period tax position ​ — Balance, end of year ​ $ 1,186 ​ Included in the balance of unrecognized tax benefits at December 31, 2023 are potential benefits of $ 1,186 that if recognized would affect the effective tax rate. The 2019 through 2022 tax years remain open to examination by the Internal Revenue Service and, with few exceptions, various other state tax agencies. These taxing authorities have the authority to examine those tax years until the applicable statutes of limitations expire. ​ Note 14 – Contingencies In the normal course of business, the Company may be party to litigation from time to time. The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company. ​ Note 15 – Subsequent Events Agreements with SK On On January 10, 2024, the Company entered into several agreements with SK On to include the R&D License Agreement, the Electrolyte Supply Agreement, and the Line Installation Agreement. The R&D License Agreement granted SK On a research and development license of the Company’s intellectual property related to cell designs and manufacturing processes allowing for the installation and operation of the SK On Line. The license may not be used for commercial battery cell production under the current terms of this agreement. In consideration of the license and the other obligations of the parties in this agreement, SK On will pay the Company $ 20,000 between June 2024 and July 2027, subject to the Company achieving certain milestones. Under the Electrolyte Supply Agreement, SK On has agreed to purchase the Company’s electrolyte for use on the SK On Line. SK On will initially purchase electrolyte to validate the new pilot line. After validation, SK On is required to purchase at least Solid Power, Inc. | 2023 Form 10-K | 67 Table of Contents eight metric tons of electrolyte from the Company by December 31, 2028. The Company expects to receive at least $ 10,000 in revenue from these electrolyte sales. The Line Installation Agreement provides that the Company will, or will cause a subcontractor to, design, procure, and install the SK On Line in exchange for approximately $ 22,300 to be paid in three installments. The new line will be modeled after the Company’s pilot cell production line in Colorado, which is capable of producing cells between 60 and 100 Ah, and will produce EV cells utilizing the Company’s electrolyte technology. Construction of the line will begin in 2024 and is expected to be complete in 2025. Stock Repurchase Program On January 23, 2024, the Company announced that its Board of Directors approved a stock repurchase program authorizing the Company to purchase up to $ 50,000 of the Company’s outstanding common stock. Under the repurchase program, the Company may purchase shares of its common stock from time to time until the repurchase program expires on December 31, 2025. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.