Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
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. 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.
Management’s Report on Internal Control Over Financial Reporting
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). 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). Based on such evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023.
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
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.
Solid Power, Inc. | 2023 Form 10-K | 68
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Item 9B. Other Information
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:
Trading Arrangement
Aggregate Number
Date of
Rule
Non-Rule
of Securities to be
Expiration
Name and Title
Action
Action
10b5-1 (1)
10b5-1
Purchased or Sold
Date
Derek Johnson
Chief Operating Officer
Termination
11/21/2023
☒
☐
Up to 954,594 shares of common stock to be sold
8/30/2024
(1) Intended to satisfy the affirmative defense of Rule 10b5-1.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
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.
Item 11. Executive Compensation
The 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, and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The 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, and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The 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, and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The 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, and is incorporated herein by reference.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
(a)
Financial Statements, Financial Statement Schedules, and Exhibits
(1)
Financial Statements.
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(2)
Financial Statement Schedules: None
(3)
Exhibits
Incorporated by Reference
Exhibit
Number
Description
Schedule
Form
File
Number
Exhibit/
Annex
Filing Date
2.1
Business Combination Agreement and Plan of Reorganization, dated as of June 15, 2021, by and among the Company, DCRC Merger Sub, Inc. and Solid Power Operating, Inc.
424B3
333-258681
Annex A
November 10, 2021
2.2
First Amendment to the Business Combination Agreement, dated October 12, 2021, by and among the Company, DCRC Merger Sub, Inc. and Solid Power Operating, Inc.
424B3
333-258681
Annex A-1
November 10, 2021
3.1
Second Amended and Restated Certificate of Incorporation
8-K
001-40284
3.1
December 13, 2021
3.2
Amended and Restated Bylaws
8-K
001-40284
3.1
November 21, 2022
4.1
Specimen Common Stock Certificate
8-K
001-40284
4.1
December 13, 2021
4.2
Specimen Warrant Certificate
8-K
001-40284
4.2
December 13, 2021
4.3
Warrant Agreement, dated March 23, 2021, between the Company and Continental Stock Transfer & Trust Company
8-K
001-40284
4.1
March 26, 2021
4.4
Amended and Restated Registration Rights Agreement
8-K
001-40284
10.2
December 13, 2021
4.5±
Board Nomination and Support Agreement between Solid Power, Inc., BMW Holding B.V. and the stockholders of Solid Power, Inc. listed on Schedule A thereto, dated May 5, 2021
S-4
333-258681
4.4
August 10, 2021
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4.6
Description of Securities
10-K
001-40284
4.6
March 23, 2022
10.1
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
8-K
001-40284
10.5
March 26, 2021
10.2#
Solid Power, Inc. 2021 Equity Incentive Plan
8-K
001-40284
10.7
December 13, 2021
10.3#
Solid Power, Inc. 2021 Employee Stock Purchase Plan
S-8
333-262714
99.3
February 14, 2022
10.4#
Solid Power, Inc. 2014 Equity Incentive Plan
S-8
333-262714
99.1
February 14, 2022
10.5#
Form of Stock Option Grant Notice under Solid Power, Inc. 2014 Equity Incentive Plan
S-8
333-262714
99.4
February 14, 2022
10.6#
Form of Notice of Stock Option Grant under Solid Power, Inc. 2021 Equity Incentive Plan
S-8
333-262714
99.5
February 14, 2022
10.7#
Form of Notice of Restricted Stock Unit Grant (Employee) under Solid Power, Inc. 2021 Equity Incentive Plan
S-8
333-262714
99.6
February 14, 2022
10.8#
Form of Notice of Restricted Stock Unit Grant (New Director) under Solid Power, Inc. 2021 Equity Incentive Plan
S-8
333-262714
99.7
February 14, 2022
10.9#
Form of Notice of Restricted Stock Unit Grant (Annual Award) under Solid Power, Inc. 2021 Equity Incentive Plan
S-8
333-262714
99.8
February 14, 2022
10.10±
Joint Development Agreement, dated July 1, 2017, by and among Solid Power Operating, Inc. and BMW of North America, LLC
S-4/A
333-258681
10.11
October 13, 2021
10.11±
Amendment No. 1 to Joint Development Agreement, dated February 18, 2021, between Solid Power Operating, Inc. and BMW of North America, LLC
S-4/A
333-258681
10.12
October 13, 2021
10.12±
Amendment No. 2 to Joint Development Agreement, dated March 22, 2021, between Solid Power Operating, Inc. and BMW of North America, LLC
S-4/A
333-258681
10.13
October 13, 2021
10.13±
Amendment No. 3 to Joint Development Agreement, dated November 1, 2021, between Solid Power Operating, Inc. and BMW of North America, LLC
8-K
001-40284
10.15
December 13, 2021
10.14±
Amendment No. 4 to Joint Development Agreement, dated December 20, 2022, between Solid Power Operating, Inc. and BMW of North America, LLC
8-K
001-40284
10.1
December 21, 2022
Solid Power, Inc. | 2023 Form 10-K | 72
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10.15±
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
S-4/A
333-258681
10.14
October 13, 2021
10.16±
Series B Preferred Stock Financing Letter Agreement between the Ford Motor Company and Solid Power Operating, Inc., dated May 5, 2021
S-4/A
333-258681
10.15
October 13, 2021
10.17 ±
Second Amendment to Joint Development Agreement, dated June 30, 2023, between Solid Power Operating, Inc. and Ford Motor Company
8-K
001-40284
10.1
July 5, 2023
10.18±
Joint Development Agreement, dated October 28, 2021, between Solid Power Operating, Inc. and SK Innovation Co., Ltd.
S-4/A
333-258681
10.16
November 2, 2021
10.19±
Research and Development Technology License Agreement, dated January 10, 2024, between Solid Power Operating, Inc. and SK On Co., Ltd.
8-K
001-40284
10.1
January 16, 2024
10.20±
Electrolyte Supply Agreement, dated January 10, 2024, between Solid Power Operating, Inc. and SK On Co., Ltd.
8-K
001-40284
10.2
January 16, 2024
10.21±
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.
8-K
001-40284
10.3
January 16, 2024
10.22#
Solid Power, Inc. Outside Director Compensation Policy
8-K
001-40284
10.1
July 10, 2023
10.23#
Solid Power, Inc. Executive Incentive Compensation Plan
8-K
001-40284
10.10
December 13, 2021
10.24#
Solid Power, Inc. Executive Change in Control and Severance Plan
8-K
001-40284
10.11
December 13, 2021
10.25#
Solid Power, Inc. Form of Indemnification Agreement
8-K
001-40284
10.1
December 13, 2021
10.26#
Offer Letter with John Van Scoter, dated May 26, 2023
8-K
001-40284
10.1
May 31, 2023
10.27#
Letter Agreement with Derek Johnson, dated August 5, 2021
8-K
001-40284
10.5
December 13, 2021
10.28±#
Letter Agreement with Joshua Buettner-Garrett, dated August 5, 2021
10-K
001-40284
10.25
March 1, 2023
10.29±#
Offer Letter with James Liebscher, dated June 9, 2021
10-K
001-40284
10.26
March 1, 2023
Solid Power, Inc. | 2023 Form 10-K | 73
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10.30±#
Offer Letter with Kevin Paprzycki, dated September 30, 2021
10-K
001-40284
10.27
March 1, 2023
10.31#
Letter Agreement with David Jansen, dated August 5, 2021
8-K
001-40284
10.4
December 13, 2021
10.32#
Interim CEO Agreement with David Jansen, dated November 29, 2022
8-K
001-40284
10.1
November 29, 2022
10.33#
Amendment to Interim CEO Agreement, dated August 7, 2023, between Solid Power, Inc. and David B. Jansen
8-K
001-40284
10.1
August 9, 2023
10.34±#
Offer Letter with Jon Jacobs, dated September 26, 2021
10-K
001-40284
10.24
March 23, 2022
10.35±#
Separation and Release Agreement with Jon Jacobs, dated February 10, 2023
10-K
001-40284
10.30
March 1, 2023
10.36#
Form of Retention Agreement, dated November 29, 2022
8-K
001-40284
10.2
November 29, 2022
10.37
Lease Agreement between the Company and Red Pierce, LLC, dated November 29, 2016
8-K
001-40284
10.19
December 13, 2021
10.38
Amendment to Lease Agreement between the Company and Red Pierce, LLC, dated December 5, 2017
8-K
001-40284
10.20
December 13, 2021
10.39±
Second Amendment to Lease Agreement by and between the Company and Red Pierce, LLC, dated December 1, 2022
8-K
001-40284
10.1
December 2, 2022
10.40
Industrial Lease Agreement between the Company and 25 North Investors SPE1, LLC, dated September 1, 2021
8-K
001-40284
10.21
December 13, 2021
21*
List of Subsidiaries
23.1*
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
24.1*
Power of Attorney (included on the signature page of this Annual Report on Form 10-K)
31.1*
Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2*
Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
32.1**
Section 1350 Certification
32.2**
Section 1350 Certification
97*
Solid Power, Inc. Policy on Recovery of Incentive Compensation
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101.INS*
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
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*
Inline XBRL Taxonomy Extension Definition Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Filed herewith.
**
Furnished herewith.
±
Certain portions of this exhibit have been omitted in accordance with Regulation S-K Item 601. The Company agrees to furnish an unredacted copy of the exhibit to the SEC upon request.
#
Indicates a management or compensatory plan.
Item 16. Form 10-K Summary
None.
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SIGNATURES
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.
Date: February 28, 2024
SOLID POWER, INC.
By:
/s/ Kevin Paprzycki
Name:
Kevin Paprzycki
Title:
Chief Financial Officer and Treasurer
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POWER OF ATTORNEY
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:
Name
Title
Date
President, Chief Executive Officer, and Director
/s/ John Van Scoter
(Principal Executive Officer)
February 28, 2024
John Van Scoter
Chief Financial Officer and Treasurer
/s/ Kevin Paprzycki
(Principal Financial and Accounting Officer)
February 28, 2024
Kevin Paprzycki
/s/ Erik Anderson
Director
February 28, 2024
Erik Anderson
/s/ Kaled Awada
Director
February 28, 2024
Kaled Awada
/s/ Rainer Feurer
Director
February 28, 2024
Rainer Feurer
/s/ Steven H. Goldberg
Director
February 28, 2024
Steven H. Goldberg
/s/ Susan Kreh
Director
February 28, 2024
Susan Kreh
/s/ Aleksandra Miziolek
Director
February 28, 2024
Aleksandra Miziolek
/s/ Lesa Roe
Director
February 28, 2024
Lesa Roe
/s/ John Stephens
Director
February 28, 2024
John Stephens
/s/ MaryAnn Wright
Director
February 28, 2024
MaryAnn Wright
Solid Power, Inc. | 2023 Form 10-K | 77