Solid Power, Inc. 10-K

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, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024. 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. Solid Power, Inc. | 2024 Form 10-K | 67 Table of Contents 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, 2024. 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, 2024 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. Item 9B. Other Information N o n e . ​ Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. ​ ​ Solid Power, Inc. | 2024 Form 10-K | 68 Table of Contents 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 2025 Proxy Statement to be filed with the SEC within 120 days after December 31, 2024 in connection with the solicitation of proxies for the Company’s 2025 annual meeting of stockholders under the captions “Corporate Governance Matters,” “Proposal No. 1 – Election of Directors,” and “Delinquent Section 16(a) Reports.” Such information is incorporated herein by reference. Item 11. Executive Compensation The information required by this Item is included in the Company’s 2025 Proxy Statement to be filed with the SEC within 120 days after December 31, 2024 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 2025 Proxy Statement to be filed with the SEC within 120 days after December 31, 2024 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 2025 Proxy Statement to be filed with the SEC within 120 days after December 31, 2024 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 2025 Proxy Statement to be filed with the SEC within 120 days after December 31, 2024 and is incorporated herein by reference. ​ Solid Power, Inc. | 2024 Form 10-K | 69 Table of Contents 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 and Comprehensive Loss 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 4.6 ​ Description of Securities ​ 10-K ​ 001-40284 ​ 4.6 ​ March 23, 2022 Solid Power, Inc. | 2024 Form 10-K | 70 Table of Contents 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 10.15± ​ Amendment No. 5 to Joint Development Agreement, effective June 21, 2024, between Solid Power Operating, Inc. and BMW of North America, LLC ​ 8-K ​ 001-40284 ​ 10.1 ​ June 24, 2024 Solid Power, Inc. | 2024 Form 10-K | 71 Table of Contents 10.16± ​ Amendment No. 6 to Joint Development Agreement, effective September 30, 2024, between Solid Power Operating, Inc. and BMW of North America, LLC ​ 8-K ​ 001-40284 ​ 10.1 ​ October 1, 2024 10.17 ± ​ 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 10.18± ​ 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 10.19± ​ 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 10.20± ​ Third Amendment to Joint Development Agreement, dated December 16, 2024, between Solid Power Operating, Inc. and Ford Motor Company ​ 8-K ​ 001-40284 ​ 10.1 ​ December 17, 2024 10.21± ​ 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 10.22± ​ 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 10.23± ​ 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 10.24± ​ 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 10.25 ​ Assistance Agreement, dated January 1, 2025, between Solid Power Operating, Inc. and the U.S. Department of Energy ​ 8-K ​ 001-40284 ​ 10.1 ​ January 24, 2024 10.26# ​ Solid Power, Inc. Outside Director Compensation Policy ​ 8-K ​ 001-40284 ​ 10.1 ​ July 10, 2023 10.27# ​ Solid Power, Inc. Executive Incentive Compensation Plan ​ 8-K ​ 001-40284 ​ 10.10 ​ December 13, 2021 10.28# ​ Solid Power, Inc. Executive Change in Control and Severance Plan ​ 8-K ​ 001-40284 ​ 10.11 ​ December 13, 2021 10.29# ​ Solid Power, Inc. Form of Indemnification Agreement ​ 8-K ​ 001-40284 ​ 10.1 ​ December 13, 2021 10.30# ​ Offer Letter with John Van Scoter, dated May 26, 2023 ​ 8-K ​ 001-40284 ​ 10.1 ​ May 31, 2023 Solid Power, Inc. | 2024 Form 10-K | 72 Table of Contents 10.31±# ​ Letter Agreement with Joshua Buettner-Garrett, dated August 5, 2021 ​ 10-K ​ 001-40284 ​ 10.25 ​ March 1, 2023 10.32±# ​ Offer Letter with James Liebscher, dated June 9, 2021 ​ 10-K ​ 001-40284 ​ 10.26 ​ March 1, 2023 10.33±# ​ Offer Letter with Linda Heller, dated June 14, 2024 ​ 8-K ​ 001-40284 ​ 10.1 ​ June 17, 2024 10.34+# ​ Offer Letter with Kevin Paprzycki, dated September 30, 2021 ​ 10-K ​ 001-40284 ​ 10.27 ​ March 1, 2023 10.35+# ​ Separation and Release Agreement with Kevin Paprzycki, dated July 11, 2024 ​ 10-Q ​ 001-40284 ​ 10.3 ​ August 7, 2024 10.36# ​ Letter Agreement with Derek Johnson, dated August 5, 2021 ​ 8-K ​ 001-40284 ​ 10.5 ​ December 13, 2021 10.37# ​ Consulting Agreement, dated January 13, 2025, between Solid Power Operating, Inc. and Derek Johnson ​ 8-K ​ 001-40284 ​ 10.1 ​ January 13, 2025 10.38# ​ Form of Retention Agreement, dated November 29, 2022 ​ 8-K ​ 001-40284 ​ 10.2 ​ November 29, 2022 10.39 ​ Lease Agreement between the Company and Red Pierce, LLC, dated November 29, 2016 ​ 8-K ​ 001-40284 ​ 10.19 ​ December 13, 2021 10.40 ​ Amendment to Lease Agreement between the Company and Red Pierce, LLC, dated December 5, 2017 ​ 8-K ​ 001-40284 ​ 10.20 ​ December 13, 2021 10.41± ​ 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 10.42 ​ Third Amendment to Lease, dated August 20, 2024, between Solid Power Operating, Inc. and Red Pierce, LLC ​ 8-K ​ 001-40284 ​ 10.1 ​ August 21, 2024 10.43 ​ 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 19 * ​ Solid Power, Inc. Insider Trading Policy ​ ​ ​ ​ ​ ​ ​ ​ 21 ​ List of Subsidiaries ​ 10-K ​ 001-40284 ​ 21 ​ February 28, 2024 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 ​ ​ ​ ​ ​ ​ ​ ​ Solid Power, Inc. | 2024 Form 10-K | 73 Table of Contents 97* ​ Solid Power, Inc. Policy on Recovery of Incentive Compensation ​ ​ ​ ​ ​ ​ ​ ​ 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. ​ Solid Power, Inc. | 2024 Form 10-K | 74 Table of Contents 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, 2025 ​ ​ SOLID POWER, INC. ​ ​ ​ ​ ​ ​ By: /s/ Linda Heller ​ ​ Name: Linda Heller ​ ​ Title: Chief Financial Officer and Treasurer ​ ​ ​ Solid Power, Inc. | 2024 Form 10-K | 75 Table of Contents POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John Van Scoter, Linda Heller, 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, 2025 John Van Scoter ​ ​ ​ ​ ​ ​ Chief Financial Officer and Treasurer ​ ​ /s/ Linda Heller ​ (Principal Financial and Accounting Officer) ​ February 28, 2025 Linda Heller ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Erik Anderson ​ Director ​ February 28, 2025 Erik Anderson ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Kaled Awada ​ Director ​ February 28, 2025 Kaled Awada ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Rainer Feurer ​ Director ​ February 28, 2025 Rainer Feurer ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Steven H. Goldberg ​ Director ​ February 28, 2025 Steven H. Goldberg ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Susan Kreh ​ Director ​ February 28, 2025 Susan Kreh ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Aleksandra Miziolek ​ Director ​ February 28, 2025 Aleksandra Miziolek ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Lesa Roe ​ Director ​ February 28, 2025 Lesa Roe ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ John Stephens ​ Director ​ February 28, 2025 John Stephens ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ MaryAnn Wright ​ Director ​ February 28, 2025 MaryAnn Wright ​ ​ ​ ​ ​ Solid Power, Inc. | 2024 Form 10-K | 76