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What changed in Solid Power, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Solid Power, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+347 added−306 removedSource: 10-K (2025-02-28) vs 10-K (2024-02-28)

Top changes in Solid Power, Inc.'s 2024 10-K

347 paragraphs added · 306 removed · 217 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeIn January 2024, we entered into expanded agreements with SK On to include a research and development license, a line installation arrangement, and an electrolyte supply agreement. Under the research and development license, SK On will license Solid Power’s cell designs and manufacturing processes in exchange for payments totaling $20 million from 2024 to 2027, upon achievement of milestones.
Biggest changeUnder the SK On R&D license, SK On licensed our cell designs and manufacturing processes in exchange for payments totaling $20 million from 2024 to 2027, upon achievement of milestones. The SK On R&D license limits SK On to research and development activities and may not be used for commercial cell production.
We believe our ability to compete successfully with both traditional lithium-ion and new battery technology will depend on several factors, including electrolyte performance and cost, safety, energy density, and battery life, and on non-technical factors such as brand, established customer and partner relationships, and financial and manufacturing resources.
We believe our ability to compete successfully with both traditional lithium-ion and new battery technology will depend on several factors, including electrolyte performance and cost, safety, energy density, and battery life, and non-technical factors such as brand, established customer and partner relationships, and financial and manufacturing resources.
In the course of ordinary operations, we, through third parties and contractors, may handle hazardous substances within the meaning of the Comprehensive Environmental Response, Compensation, and Liability Act and similar state statutes and, as a result, may be jointly and severally liable for all or part of the costs required to clean up sites at which these hazardous substances have been released into the environment.
In the ordinary course of operations, we, through third parties and contractors, may handle hazardous substances within the meaning of the Comprehensive Environmental Response, Compensation, and Liability Act and similar state statutes and, as a result, may be jointly and severally liable for all or part of the costs required to clean up sites at which these hazardous substances have been released into the environment.
We are committed to increasing diversity in the workforce and we believe building and maintaining an inclusive and equitable culture is important for our success. We are committed to compensating our employees in a competitive manner. We have taken steps to comply with Colorado’s Equal Pay for Equal Work Act.
We are committed to increasing diversity in the workforce and believe building and maintaining an inclusive and equitable culture is important for our success. We are committed to compensating our employees in a competitive manner. We have taken steps to comply with Colorado’s Equal Pay for Equal Work Act.
The license allows for BMW to install a solid-state prototype cell manufacturing line based upon our proprietary information and BMW agreed to pay us $20 million between December 2022 and June 2024, subject to our achieving certain milestones. During 2023, we engaged with BMW in joint development and manufacturing activities at our facilities.
The license allows for BMW to install a solid-state prototype cell manufacturing line based upon our proprietary information and BMW agreed to pay us $20 million between December 2022 and June 2024, subject to our achieving certain milestones. During 2024, we engaged with BMW in joint development and manufacturing activities at our facilities.
We are also subject to the strict requirements of the Resource Conservation and Recovery Act and comparable state statutes for the generation or disposal of solid waste, which may include hazardous waste. We believe that we are in material compliance with applicable environmental laws and regulations.
We are also subject to the strict requirements of the Resource Conservation and Recovery Act and comparable state statutes for the generation or disposal of solid waste, which may include hazardous waste. We believe we are in material compliance with applicable environmental laws and regulations.
To date, we have not experienced any work stoppages and we consider our relationship with our employees to be good. None of our employees are either represented by a labor union or subject to a collective bargaining agreement.
To date, we have not experienced any work stoppages and consider our relationship with our employees to be good. None of our employees are represented by a labor union or subject to a collective bargaining agreement.
None of our executive officers has any family relationship with any other executive officer, and none of our executive officers became an officer pursuant to any arrangement or understanding with any other person. Each executive officer has been elected to serve until his successor is appointed or his earlier death or removal or resignation from such office.
None of our executive officers has any family relationship with any other executive officer, and none of our executive officers became an officer pursuant to any arrangement or understanding with any other person. Each executive officer has been elected to serve until their successor is appointed or their earlier death or removal or resignation from such office.
Rainer Feurer, Senior Vice President at BMW and BMW Holding’s nominee, has served on our Board since December 2021 and was a director of Legacy Solid Power from May 2021 until December 2021, in each case pursuant to the BMW Nomination Agreement.
Rainer Feurer, Senior Vice President at BMW and BMW Holding’s nominee, has served on our Board since December 2021 and was a director of Solid Power Operating, Inc. from May 2021 until December 2021, in each case pursuant to the BMW Nomination Agreement.
We believe our close working relationships with BMW, Ford, and SK On can expedite our research and development process relative to our competitors by creating a constant feedback loop allowing for rapid and intelligent iterations.
We believe our relationships with BMW, Ford, and SK On can expedite our research and development process relative to our competitors by creating a feedback loop allowing for rapid and intelligent iterations.
The JDA also contemplates entering into additional agreements with Solid Power, Inc. | 2023 Form 10-K | 10 Table of Contents Ford for purchase and pricing of electrolyte materials, integration into cell designs, as well as licensing our cell technology to cell producers. The key commercial terms of such additional arrangements have not yet been determined.
The JDA also contemplates entering additional agreements with BMW for purchase and Solid Power, Inc. | 2024 Form 10-K | 8 Table of Contents pricing of electrolyte materials, integration into cell designs, as well as licensing our cell technology to cell producers. The key commercial terms of such additional arrangements have not yet been determined.
Each executive officer’s age is set forth in the table next to his name.
Each executive officer’s age is set forth in the table next to their name.
Information about our Executive Officers Set forth below, in alphabetical order, is a list of our executive officers as of February 28, 2024, including each executive officer’s principal occupation and employment during the past five years and reflecting recent organizational changes.
Information about our Executive Officers Set forth below, in alphabetical order, is a list of our executive officers as of February 28, 2025, including each executive officer’s principal occupation and employment during the past five years.
He served as Legacy Solid Power’s Chief Technology Officer since November 2013. Prior to joining Legacy Solid Power, he served as Program Manager of the Energy Storage Group at ADA Technologies, Inc., a research and product development business, from 2011 to 2013. He served as a Senior Research Scientist in the ADA Technologies’ Energy Storage Group from 2010 to 2011.
He served as Solid Power Operating, Inc.’s Chief Technology Officer since November 2013. Prior to joining Solid Power Operating, Inc., he served as Program Manager of the Energy Storage Group at ADA Technologies, Inc., a research and product development business, from 2011 to 2013.
We regularly file new applications in areas that are enforceable or reverse-engineerable. Processes for Solid Power, Inc. | 2023 Form 10-K | 11 Table of Contents manufacturing sulfide-based solid electrolyte materials and solid-state cells make up the majority of our trade secrets.
We regularly file new applications in areas that are enforceable or reverse-engineerable. Processes for manufacturing sulfide-based solid electrolyte materials and solid-state cells make up the majority of our trade secrets.
However, we cannot guarantee that we are in full compliance with all environmental laws and regulations or that we will be able to comply with any future requirements or changes in such laws and regulations without significant costs. OSHA and comparable laws in other jurisdictions regulate the protection of the health and safety of workers.
However, we cannot guarantee that we are in full compliance with all environmental laws and regulations or that we will be able to comply with any future requirements or changes in such laws and regulations without significant costs.
Human Capital As of February 1, 2024, we employed over 270 full-time employees, primarily based out of our facilities in Louisville, Colorado and Thornton, Colorado. This represents growth of 40 employees in the past year. Many of our employees have a technical background or hold advanced engineering and scientific degrees.
Human Capital As of February 1, 2025, we employed over 260 employees, primarily based out of our facilities in Louisville, Colorado and Thornton, Colorado. Many of our employees have a technical background or hold advanced engineering and scientific degrees.
In addition, the OSHA hazard communication standard requires that information be maintained about any hazardous materials used or produced in operations and that this information be provided to employees, state and local government authorities, and the public.
The Occupational Safety and Health Act (“OSHA”) and comparable laws in other jurisdictions regulate the protection of the health and safety of workers. In addition, the OSHA hazard communication standard requires that information be maintained about any hazardous materials used or produced in operations and that this information be provided to employees, state and local government authorities, and the public.
After validation, SK On is required to purchase at least eight metric tons of electrolyte from Solid Power through 2030, which it will use in advancing its cell technologies. Depending on volumes, Solid Power expects to receive at least $10 million from these electrolyte sales.
Initially, under the electrolyte supply agreement, SK On will purchase electrolyte to validate the SK On Line. After validation, SK On is required to purchase at least eight metric tons of electrolyte from Solid Power through 2030, which it will use in advancing its cell technologies.
Having demonstrated our ability to produce electrolyte at this scale, we sampled SP2 electrolyte to multiple new potential customers, partners and industry leaders. These samples have yielded positive feedback. We believe improved production capabilities and continued robust customer sampling will drive commercialization of our electrolyte. ​ Significant cell development progress.
Having demonstrated our ability to produce electrolyte at the pilot scale, we sampled electrolyte to multiple new potential customers and industry leaders in 2024. These samples have yielded constructive feedback that we are incorporating into our electrolyte products. We believe improved production capabilities and continued robust customer sampling will ultimately drive commercialization of our electrolyte.
Additionally, the terms of the JDA permit BMW to share in certain intellectual property developed through these research and development efforts. Solid Power’s ability to share developments gained through the course of performance of the JDA with its other partners is limited in certain circumstances.
Solid Power’s ability to share developments gained through the course of performance of the JDA with its other partners is limited in certain circumstances.
As of February 1, 2024, we owned or exclusively licensed 14 issued United States patents, 64 pending United States patent applications, 85 non-United States and PCT patents and applications, 2 registered United States trademarks, 2 pending United States trademarks, and 8 registered or pending non-United States trademarks.
As of February 1, 2025, we owned or exclusively licensed 21 issued United States patents, 91 pending United States patent applications, 115 non-United States and PCT patents and applications, two registered United States trademarks, two pending United States trademarks, and five registered or pending non-United States trademarks.
Name Position Age Joshua Buettner-Garrett ​ Chief Technology Officer ​ 38 Derek Johnson ​ Chief Operating Officer ​ 46 James Liebscher ​ Chief Legal Officer and Secretary ​ 43 Kevin Paprzycki ​ Chief Financial Officer and Treasurer ​ 53 John Van Scoter ​ President, Chief Executive Officer, and Director ​ 62 ​ Joshua Buettner-Garrett serves as our Chief Technology Officer.
Name Position Age Joshua Buettner-Garrett ​ Chief Technology Officer ​ 39 Linda Heller ​ Chief Financial Officer and Treasurer ​ 61 James Liebscher ​ Chief Legal Officer and Secretary ​ 44 John Van Scoter ​ President, Chief Executive Officer, and Director ​ 63 ​ Joshua Buettner-Garrett serves as our Chief Technology Officer.
SK On In October 2021, we entered into a non-exclusive JDA with battery manufacturer SK On for joint production of our EV cells. In connection with the closing of the business combination, SK On invested $30 million into our company.
Depending on volumes, we expect to receive at least $10 million from these electrolyte sales. In October 2021, we entered into a non-exclusive JDA with SK On for joint production of our EV cells. In connection with the closing of the business combination with Decarbonization Plus Acquisition Corporation III, SK On invested $30 million into our company.
In particular, an export license may be required to export or re-export our products and technology to certain countries or end-users or for certain end-uses or such export, re-export, or end uses may be prohibited.
In particular, an export license may be required to export or re-export our products and technology to certain countries or end-users or for certain end-uses or such export, re-export, or end uses may be prohibited. Solid Power, Inc. | 2024 Form 10-K | 10 Table of Contents In addition, we are subject to the U.S.
Under the terms of the amended JDA, any intellectual property developed jointly by BMW and Solid Power at our facilities will be solely owned by us. 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.
Under the terms of the amended JDA, any intellectual property developed jointly by BMW and Solid Power at our facilities will be solely owned by us.
The license limits SK On to research and development activities and may not be used for commercial cell production. The line installation arrangement provides that Solid Power will design, procure, and install a new cell manufacturing line at one of SK On’s Korea facilities in exchange for an estimated $22 million, upon achievement of milestones.
The line installation agreement provides that Solid Power will design, procure, and install the SK On Line at one of SK On’s Korea facilities in exchange for an estimated $22 million, upon achievement of milestones. SK On has also agreed to purchase our electrolyte for use on the SK On Line through the electrolyte supply agreement.
Also, BMW Holding has the right to designate an individual to attend meetings of our Board and its committees in a non-voting, observer capacity. Ford Motor Company We started our relationship with Ford in 2018, when it participated in our Series A-1 equity financing.
Also, BMW Holding has the right to designate an individual to attend meetings of our Board and its committees in a non-voting, observer capacity. SK On In January 2024, we entered into the SK On Agreements.
We currently manufacture all of our cell designs ourselves, including our cathodes and anodes, using materials sourced from external suppliers. We source other input materials from both industry leading and emerging suppliers. Our two pilot production lines have successfully produced prototype cells in various sizes.
Our cell manufacturing processes were developed around industry-standard lithium-ion battery cell manufacturing processes and equipment. We currently manufacture all of our cell designs ourselves, including our cathodes and anodes, using materials sourced from external suppliers. We source other input materials from both industry-leading and emerging suppliers.
Solid Power, Inc. | 2023 Form 10-K | 13 Table of Contents James Liebscher serves as our Chief Legal Officer and Secretary. He served as Lead Corporate Attorney of Legacy Solid Power from June 2021 through the closing of the business combination. Mr.
Heller holds a B.A. in Economics from Rice University and an M.S. in Management from the MIT Sloan School of Management. James Liebscher serves as our Chief Legal Officer and Secretary. He served as Lead Corporate Attorney of Solid Power Operating, Inc. from June 2021 through the closing of the business combination. Mr.
Solid electrolyte materials and methods of production make up the largest portion of our patent application filings. Additional subjects include electrode and cell designs, cell processing methods, and electrolyte precursor methods, among others. We accelerated our patent application filings in recent years and are continuing that acceleration in 2024.
Our patent portfolio includes technologies we invented, in addition to exclusive licenses obtained from the University of Colorado Boulder and Oak Ridge National Laboratory. Solid electrolyte materials and methods of production make up the largest portion of our patent application filings. Additional subjects include electrode and cell designs, cell processing methods, and electrolyte precursor methods, among others.
The following sets forth the material terms of our JDAs with each of BMW, Ford, and SK On. BMW Group We have a long-standing relationship with BMW, which began in 2016. Our relationship initially focused on cell research and development, and in 2017, we announced a partnership to jointly develop solid-state battery cell technology.
Our relationship initially focused on cell research and development, and in 2017, we announced a partnership to jointly develop solid-state battery cell technology.
In 2019, we announced an investment by Ford and partnership to jointly develop solid-state battery cells using our pilot production line. In 2021, we expanded our partnership with Ford’s participation in the Series B Financing and the execution of a JDA relating to testing and vehicle integration of our EV cells.
Ford Motor Company We started our relationship with Ford in 2018, when it participated in our Series A-1 equity financing. In 2019, we announced an investment by Ford and partnership to jointly develop solid-state battery cells using our pilot production line.
Solid Power, Inc. | 2023 Form 10-K | 12 Table of Contents In addition, we are subject to the FCPA and other anti-corruption, anti-bribery, and anti-money laundering laws and regulations in the jurisdictions in which we have offices or do business, both domestic and abroad.
Foreign Corrupt Practices Act (“FCPA”) and other anti-corruption, anti-bribery, and anti-money laundering laws and regulations in the jurisdictions in which we have offices or do business, both domestic and abroad.
The terms of the JDA permit SK On to share in the intellectual property developed through the joint production efforts required under the JDA.
The terms of the JDA permit SK On to share in the intellectual property developed through the joint production efforts required under the JDA. Following entry into the SK On Agreements, we and SK On began winding down our 2021 JDA, and we expect the JDA will expire by its terms on March 31, 2025.
The JDA also contemplates entering additional agreements with BMW for purchase and pricing of electrolyte materials, integration into cell designs, as well as licensing our cell technology to cell producers. The key commercial terms of such additional arrangements have not yet been determined.
Solid Power’s ability to share developments gained through the course of performance of the JDA with its other partners is limited in certain circumstances. The JDA also contemplates entering into additional agreements with Ford for purchase and pricing of electrolyte materials, integration into cell designs, as well as licensing our cell technology to cell producers.
In 2021, BMW and Solid Power expanded the partnership with BMW Holding’s participation in the Series B Financing and with the execution of a JDA for EV cells for testing and vehicle integration with BMW. The JDA with BMW sets out the collaborative framework for research and development and vehicle integration of solid-state battery cells.
In 2021, BMW and Solid Power expanded the partnership with BMW Holding B.V.’s (“BMW Holding”) participation in our $135.6 million Series B investment round, which closed in May 2021 (the “Series B Financing”) and with the execution of a JDA for EV cells for testing and vehicle integration with BMW.
Item 1. Business Overview Solid Power is developing solid-state battery technology for EV and additional markets served by battery manufacturers. Our core technology is our proprietary solid electrolyte material, which replaces the liquid or gel electrolyte used in traditional lithium-ion batteries. We believe that our electrolyte material can improve driving range, battery life, safety performance, and battery costs.
Item 1. Business Overview Solid Power is a U.S.-based leader in solid-state battery technology and manufacturing processes. Our core technology is a sulfide-based solid electrolyte material, which replaces the liquid or gel electrolyte used in traditional lithium-ion battery cells.
In 2023, we amended our JDA with Ford to extend the expiration date to December 31, 2024 and to revise our cell and electrolyte delivery obligations. The JDA with Ford sets out the framework for the collaboration on the research and development of our cells.
In 2021, we expanded our partnership with Ford’s participation in the Series B Financing and the execution of a JDA relating to testing and vehicle integration of our EV cells. In December 2024, we amended our JDA with Ford to extend the expiration date to December 31, 2025 and to revise our cell material delivery obligations.
We believe most OEMs and battery manufacturers have a future technology roadmap which includes sulfide-based, solid-state cell products which can utilize our electrolyte. Our growth and development for electrolyte is focused on: Expanding electrolyte production. In 2023, we commissioned an electrolyte production facility with an annual capacity of 30 metric tons.
Technologies and Pilot Manufacturing Our electrolyte is a sulfide-based material comprised of lithium sulfide (“Li2S”) and other inputs. We believe most OEMs and battery manufacturers have a technology roadmap that includes sulfide-based, solid-state cell products that can utilize our electrolyte.
Additionally, the terms of the JDA permit Ford to share in certain intellectual property developed through these research and development efforts. Solid Power’s ability to share developments gained through the course of performance of the JDA with its other partners is limited in certain circumstances.
The JDA with Ford sets out the framework for the collaboration on the research and development of our cells. The JDA requires us to continue our research and development efforts towards deployment in Ford’s EVs. Additionally, the terms of the JDA permit Ford to share in certain intellectual property developed through these research and development efforts.
Partnerships Since we do not contemplate becoming a commercial cell manufacturer, one of our key goals is to establish and expand partnerships with OEMs and cell producers. Our JDAs with BMW, Ford, and SK On are non-exclusive allowing us to pursue additional OEM or cell manufacturer relationships.
For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” Partnerships Since we do not contemplate becoming a commercial cell manufacturer, one of our key goals is to establish and expand partnerships with Tier 1 battery manufacturers and OEMs.
Pursuant to the BMW Nomination Agreement, BMW Holding has the right to nominate a director for election to our Board.
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. Pursuant to our Board Nomination Support Agreement, dated May 5, 2021, with BMW Holding (the “BMW Nomination Agreement”), BMW Holding has the right to nominate a director for election to our Board of Directors (the “Board”).
Mr. Garrett holds a B.S. in Mechanical Engineering from Arizona State University and a M.S. in Mechanical Engineering from Colorado State University. Derek Johnson serves as our Chief Operating Officer. He served as Legacy Solid Power’s Chief Operating Officer since January 2020.
He served as a Senior Solid Power, Inc. | 2024 Form 10-K | 11 Table of Contents Research Scientist in the ADA Technologies’ Energy Storage Group from 2010 to 2011. Mr. Garrett holds a B.S. in Mechanical Engineering from Arizona State University and a M.S. in Mechanical Engineering from Colorado State University.
Our focus on development of a third generation nickel- and cobalt-free battery cell could remove these costly and difficult to obtain materials from batteries.
Longer-term, we intend to pursue the development of a nickel- and cobalt-free battery cell that could remove those costly and difficult to obtain materials. Each of these technologies are significantly earlier in development than our current NMC-silicon cell design. We currently produce solid-state cells ranging from 0.2 Ah to 60 Ah on pre-pilot and pilot cell manufacturing lines.
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We are also developing solid-state cells with our electrolyte, with the aim of commercializing our technology by selling our electrolyte material and licensing our cell designs. This approach is capital light, unlike other battery manufacturers who require significant production facilities and equipment. This strategy allows us to focus on our core strengths of electrolyte production and solid-state technology development.
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We believe our electrolyte technology has the potential to enable a step-change improvement in battery cell performance beyond what is currently achievable in conventional lithium-ion battery cells, including improved energy density, battery life, and safety performance.
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We currently produce our electrolyte on a pilot manufacturing line, which is used in our cell development and for customer sampling. We currently develop our cells on our two pilot lines, producing multiple cell sizes to both support our partners and refine cell designs. Longer-term, we expect our pilot lines to focus on research and development.
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We are currently targeting the battery electric vehicle (“EV”) market due to the size and perceived demand for next generation battery technology but believe our technologies can have a broader application as they mature.
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We have partnered with industry leaders BMW, Ford, and SK On and will continue to work closely with our partners to improve cell designs, produce electrolyte material, and commercialize our technology. Our products are currently in the development stage and require further research and improvement before we can commercialize our technology.
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Commercialization Strategy Our commercialization strategy is to manufacture and sell electrolyte to Tier 1 battery manufacturers and automotive original equipment manufacturers (“OEMs”) that choose to produce their own battery cells. We also intend to pursue licensing arrangements for our cell manufacturing processes and cell designs.
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For more information, see “Risk Factors—Risks Related to Development and Commercialization.” Business Model Our business model has two strategic elements: ● Selling our electrolyte material. ● Licensing our cell designs and manufacturing processes. We believe this business model distinguishes us from competitors who are becoming commercial battery manufacturers.
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This business model distinguishes us from competitors who are, or plan to be, commercial battery manufacturers and allows us to focus on our core strength of electrolyte development and production. Since we do not plan to produce commercial battery cells, we expect to have significantly lower capital requirements than cell manufacturers.
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Our goal is to become a leading provider of solid electrolyte material for EVs and other markets. We intend to sell our electrolyte to customers that license our cell technology and those which have their own cell designs.
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We believe sulfide-based solid electrolytes have the best-known balance of conductivity ( i.e. , the ability to move lithium ions quickly) and processability ( i.e. , the ability to allow cells to be produced on industry-standard roll-to-roll battery manufacturing equipment) out of all solid electrolyte classes.
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Since we do not plan to produce battery cells long term or build gigafactories, we expect to invest significantly less than other battery developers.
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We develop our materials for stability and conductivity within each layer of the cell while also optimizing for areas such as cost and compatibility with conventional lithium-ion processing. We are also using customer feedback to tailor our electrolyte to meet customer requirements. We currently produce electrolyte on two pilot manufacturing lines using a batch manufacturing process.
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Benefits of Our Technology We have designed our electrolyte and cells targeting the following potential benefits over traditional lithium-ion batteries: ‌ ● Driving Range – Higher energy capabilities to increase driving ranges. ● Battery Life – Improvement in high temperature stability to provide longer battery lives. ● Safety – Improved safety performance as our battery cells use zero liquids or gels, which can be highly flammable and volatile, and the fact that our proprietary electrolyte has higher ignition points. ● Cost – Our manufacturing processes reduce the time, cost, and space required and may allow OEMs to reduce costly pack materials and cooling systems. ​ Solid Power, Inc. | 2023 Form 10-K | 7 Table of Contents Our Growth and Research & Development Strategy Our research and development focuses on improving our electrolyte and cell technology to commercialize products that will outperform conventional lithium-ion.
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The electrolyte we produce is used for customer sampling and internal cell development. In 2025, we intend to begin facility engineering and construction of a pilot electrolyte line using a continuous manufacturing process, which is expected to be commissioned in mid-2026. The continuous manufacturing line is expected to provide proof-of-concept of production-intent electrolyte manufacturing processes before proceeding to mass production.
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While we believe we have reasonable goals and a reasonable roadmap to hit those goals, our strategy, forecasts, and timetables are subject to change similar to any technology developer. Our research and development activities are currently focused on the following initiatives: Electrolyte Our electrolyte is a sulfide-based material comprised of lithium sulfide and other proprietary inputs.
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Our current cell design is a multi-layered stacked pouch design made with a lithium nickel manganese cobalt oxide (“NMC”) cathode, silicon-based anode, and separator, each of which contains our electrolyte. We produce cells in sizes ranging from 0.2 Ah to 60 Ah. Our research and development teams are also working on lithium metal and anode-free cells.
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We can further scale electrolyte capacity based on partner needs and market reception. Customer sampling. We are providing electrolyte samples to potential OEMs and battery manufacturer customers to develop commercial markets for our electrolyte. We are receiving feedback and tailoring our electrolyte to meet their needs. Samples provided from larger scale production batches are preferable to potential customers.
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The cells we produce are used to improve the performance of our electrolyte and support our partners’ cell development programs. Solid Power, Inc. | 2024 Form 10-K | 5 Table of Contents Partnerships We collaborate with a number of industry leaders, including BMW of North America LLC (“BMW”), Ford Motor Company (“Ford”), SK On Co., Ltd.
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Continued development of electrolyte materials . Our first generation of electrolyte is primarily used in cells we manufacture. We are constructing a new electrolyte research and development lab and are producing limited volumes of our second-generation electrolyte to improve performance, manufacturability, and cost. Supply chain improvements. We currently source Li2S from leading lithium and chemical companies globally.
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(“SK On”), and other OEMs and Tier 1 battery manufacturers. We expect to continue to work closely with these parties to improve our electrolyte and ultimately commercialize our technologies.
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However, we are also developing our own production abilities to address potential supply risks and potentially lower costs. Cells Our first generation EV cells are multi-layered stacked pouch designs made with a nickel, magnesium, and cobalt (NMC) cathode, a silicon-based anode, and our electrolyte as a separator.
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Benefits of Our Technology We believe our electrolyte has the potential to provide the following benefits when incorporated into a solid-state cell as compared to traditional lithium-ion batteries: ● Energy Density – our electrolyte may increase cell energy on both a volume and mass basis by allowing the use of higher-capacity electrodes than those currently used in traditional lithium-ion battery cells, which in turn could increase vehicle driving ranges at the same battery pack volume and mass. ● Battery Life – our electrolyte may improve high temperature stability of cells, and cell designs incorporating our electrolyte could achieve improved battery life compared to conventional lithium-ion battery cells. ● Safety – by removing the flammable liquid and gel components typically found in traditional lithium-ion battery cells, our electrolyte may bring safety improvements when incorporated into a solid-state cell.
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We believe the cell advances we are making in solid-state electrolyte technology will improve EV manufacturability and performance. As we continue to develop our cell technology, our focus is on the following: Driving incremental performance improvement to meet OEM specifications.
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If our electrolyte proves successful at delivering these benefits, we believe it would allow for reduced costs of battery packs through reduction of expensive pack engineering. 2024 Business Highlights Deepened our relationship with SK On. We entered into a series of agreements with SK On in January 2024 with the goal of strengthening our relationship.
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We have worked closely with each of our partners to develop a cell roadmap to meet their ultimate commercial performance targets. To hit those targets we need to continue to make improvements in cell performance. In 2023, we delivered our first A1 cells and made improvements in energy density, pressure, cycle life, low temperature performance, and other metrics.
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The agreements include a research and development technology license agreement (the “SK On R&D license”), line installation agreement, and electrolyte supply agreement (collectively, the “SK On Agreements”).
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As we have scaled our cells up to the EV cell size, our safety performance has been varied, with a small number of cells going into thermal runaway in a controlled environment. A key objective for 2024 is to further improve cell performance across the board to meet the more demanding targets in the A2 and A3 cells.
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During 2024, we conducted trainings with SK On personnel, designed a pilot cell manufacturing line for installation at SK On’s facility (the “SK On Line”), and began ordering and testing equipment for the SK On Line.
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We have shifted our primary focus to our A2 cells, which incorporate planned designs and material modifications that we expect will improve overall cell performance, including safety. Continue to invest in next-gen battery cell innovations. Our research and development teams are working on second generation lithium metal and anode free cells.
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The SK On Agreements are expected to allow SK On to develop solid-state cells based on our technology and operate the SK On Line using our electrolyte. For more information regarding our relationship with SK On, see “—Partnerships” below. Increased electrolyte sampling .
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Each of these technologies are significantly earlier in development than our current EV cell. 2023 Highlights During 2023, we significantly enhanced electrolyte production capabilities, achieved major milestones for our cell development, increased collaboration with our global partners, and identified strategic priorities that we believe will form the basis for our 2024 goals.
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Commissioned our Electrolyte Innovation Center . During 2024, we commissioned our Electrolyte Innovation Center (“EIC”), where we conduct research and development to improve the performance, manufacturability, and cost of our electrolyte and precursor materials.
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Specifically, our key highlights for 2023 included: ​ Solid Power, Inc. | 2023 Form 10-K | 8 Table of Contents Advances in electrolyte production and path to market. We began producing electrolyte powder from our SP2 electrolyte production facility in April 2023.
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The EIC is designed to be flexible, which we expect will allow us to rapidly change both the chemistry of our electrolyte and our manufacturing processes prior to transferring those learnings to our pilot electrolyte manufacturing lines. Increased our Korean presence .
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By the end of the year, we had qualified SP2 electrolyte for use in our EV cells, utilized it in the manufacturing of our A1 EV cells, phased out SP1 electrolyte production, and ramped electrolyte production volumes at SP2.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWhether and when we achieve these objectives depend on a number of factors, many of which are outside our control, such as: ● the success and timing of our development activities, including our ability to develop cells with our desired performance metrics and achieve the requisite automotive industry validations; ● our success in securing additional development partnerships and the pace of our efforts with each of them; ● unanticipated technical or manufacturing challenges or delays; ● difficulties identifying or constructing the necessary manufacturing facilities; ● other technological developments that could adversely impact the commercial potential of our technology; ● the extent of consumer acceptance of EVs generally and those deploying our products in particular; ● competition, including from established and future competitors in the battery industry or from competing technologies that may be used to power EVs; ● whether we can obtain sufficient capital when required to build our manufacturing facilities and sustain and grow our business; ● adverse developments in our partnership relationships, including termination of our partnerships or changes in our partners’ timetables and business plans; ● our ability to manage our growth; Solid Power, Inc. | 2023 Form 10-K | 16 Table of Contents ● our ability to manage our relationships with key suppliers and the availability of the raw materials we need to procure from them; ● our ability to retain existing key management, integrate recent hires, and attract, retain, and motivate qualified personnel; and ● the overall strength and stability of domestic and international economies.
Biggest changeWhether and when we achieve these objectives depend on a number of factors, many of which are outside our control, such as: ● the success and timing of our development activities, including our ability to develop electrolyte and cell technologies with desired qualities and performance metrics; ● our success in securing additional development partnerships and the pace of our efforts with each of them; ● the extent of consumer acceptance of EVs generally and those deploying our products in particular; ● competition, including from established and future competitors in the battery industry or from competing technologies that may be used to power EVs as well as increased competition from China; ● unanticipated technical or manufacturing challenges or delays; ● difficulties identifying or constructing the necessary manufacturing facilities; ● other technological developments that could adversely impact the commercial potential of our technology; ● whether we can obtain sufficient capital when required to build our manufacturing facilities and sustain and grow our business; ● adverse developments in our partnership relationships, including termination of our partnerships or changes in our partners’ timetables and business plans; ● our ability to manage our growth; Solid Power, Inc. | 2024 Form 10-K | 14 Table of Contents ● our ability to manage our relationships with key suppliers and the availability of the raw materials we need to procure from them; ● our ability to retain existing key management, integrate new hires, and attract, retain, and motivate qualified personnel; and ● the overall strength and stability of domestic and international economies.
If battery manufacturers do not adopt sulfide-based cell architectures or if markets for solid-state battery cells and sulfide-based solid electrolytes do not develop in the time or to the level we anticipate, we may not be able to find customers to buy our electrolyte.
If battery manufacturers do not adopt sulfide-based cell architectures or if markets for sulfide-based solid electrolytes and solid-state battery cells do not develop in the time or to the level we anticipate, we may not be able to find customers to buy our electrolyte.
If we are unable to successfully sell commercial volumes of electrolyte, we may be unable to achieve our financial projections, we may not recoup the costs associated with scaling our production of our electrolyte, and our reputation and prospects may be adversely impacted, any one of which could have a material adverse effect on our business, prospects, results of operations, and financial condition.
If we are unable to successfully sell commercial volumes of electrolyte, we may be unable to achieve our financial projections, we may not recoup the costs associated with scaling production of our electrolyte, and our reputation and prospects may be adversely impacted, any one of which could have a material adverse effect on our business, prospects, results of operations, and financial condition.
We rely heavily on complex equipment for our operations, and the production of our technology involves a significant degree of risk and uncertainty in terms of operational performance and costs. We rely heavily on complex equipment for our operations and the production of our cells and electrolyte.
We rely heavily on complex equipment for our operations, and the production of our technology involves a significant degree of risk and uncertainty in terms of operational performance and costs. We rely heavily on complex equipment for our operations and the production of our electrolyte and cells.
Integrating this equipment into the production of our cells and electrolyte is time intensive and requires us to work closely with the equipment providers to ensure that it works properly with our technology.
Integrating this equipment into the production of our electrolyte and cells is time intensive and requires us to work closely with the equipment providers to ensure that it works properly with our technology.
In addition, because this equipment has not historically been used to build solid-state battery cells or produce sulfide-based solid electrolytes, the operational performance and costs associated with this equipment is difficult to predict and may be influenced by factors outside of our control, such as failures by suppliers to deliver necessary components of our products in a timely manner and at prices and volumes acceptable to us; environmental hazards and associated costs of remediation; difficulty or delays in obtaining governmental permits; damages or defects in systems; industrial accidents; and fires, seismic activity, and other natural disasters.
In addition, because this equipment has not historically been used to produce sulfide-based solid electrolytes or build solid-state battery cells, the operational performance and costs associated with this equipment is difficult to predict and may be influenced by factors outside of our control, such as failures by suppliers to deliver necessary components of our products in a timely manner and at prices and volumes acceptable to us; environmental hazards and associated costs of remediation; difficulty or delays in obtaining governmental permits; damages or defects in systems; industrial accidents; and fires, seismic activity, and other natural disasters.
We rely on third-party suppliers for materials, components, and equipment necessary to develop cells and produce electrolyte, including key supplies, such as Li2S, NMC, silicon, lithium metal foil, and manufacturing tools.
We rely on third-party suppliers for materials, components, and equipment necessary to produce electrolyte and develop cells, including key supplies, such as Li2S, NMC, silicon, lithium metal foil, and manufacturing tools.
Currency fluctuations, trade barriers, tariffs, or shortages and other general economic or political conditions may limit our ability to obtain key materials, components, and equipment for our cells or electrolyte or significantly increase freight charges, raw material costs, and other expenses associated with our business.
Currency fluctuations, trade barriers, tariffs, or shortages and other general economic or political conditions may limit our ability to obtain key materials, components, and equipment for our electrolyte or cells or significantly increase freight charges, raw material costs, and other expenses associated with our business.
If we are determined to have infringed upon a third party’s intellectual property rights, we may be required to: · cease selling, leasing, incorporating, or using products that incorporate the challenged intellectual property; · pay substantial damages; · materially alter our research and development activities and proposed production processes; · obtain a license from the holder of the intellectual property right, which may not be available on commercially reasonable terms or at all; or · redesign our cells at significant expense.
If we are determined to have infringed upon a third party’s intellectual property rights, we may be required to: · cease selling, leasing, incorporating, or using products that incorporate the challenged intellectual property; · pay substantial damages; · materially alter our research and development activities and proposed production processes; · obtain a license from the holder of the intellectual property right, which may not be available on commercially reasonable terms or at all; or · redesign our products at significant expense.
We cannot guarantee that we will successfully identify customer requirements and develop and bring our cell technology or electrolyte to market on a timely basis, or that products and technologies developed by others will not render our cells or electrolyte obsolete or noncompetitive, any one of which could have a material adverse effect on our business, prospects, results of operation, and financial condition.
We cannot guarantee that we will successfully identify customer requirements and develop and bring our electrolyte or cell technology to market on a timely basis, or that products and technologies developed by others will not render our electrolyte or cell technology obsolete or noncompetitive, any one of which could have a material adverse effect on our business, prospects, results of operation, and financial condition.
Risks Related to Industry and Market Trends The battery cell market continues to evolve and is highly competitive, and we may not be successful in competing in this market or establishing and maintaining confidence in our long-term prospects among current and future partners and customers. The battery cell market in which we compete continues to evolve and is highly competitive.
Risks Related to Industry and Market Trends The battery market continues to evolve and is highly competitive, and we may not be successful in competing in this market or establishing and maintaining confidence in our long-term prospects among current and future partners and customers. The battery market in which we compete continues to evolve and is highly competitive.
There can be no assurance that the Warrants will ever be in the money, and they may expire worthless. The exercise price for the Warrants is $11.50 per share of common stock. There can be no assurance that the Warrants will ever be in the money prior to their expiration, and as such, the Warrants may expire worthless.
The exercise price for the Warrants is $11.50 per share of common stock. There can be no assurance that the Warrants will ever be in the money prior to their expiration, and as such, the Warrants may expire worthless.
As a government contractor or subcontractor, we must comply with laws, regulations, and contractual provisions relating to the formation, administration, and performance of government contracts and grants, which may impose added costs on our business.
Further, as a government contractor or subcontractor, we must comply with laws, regulations, and contractual provisions relating to the formation, administration, and performance of government contracts and grants, which may impose added costs on our business.
However, lithium-ion battery cell technology has been widely adopted, and our current competitors have, and future competitors may have, greater resources than we do and may be able to devote greater resources to the development of their current and future technologies.
However, lithium-ion battery cell technology has been widely adopted, and many of our current competitors have, and future competitors may have, greater resources than we do and may be able to devote greater resources to the development of their current and future technologies.
We will continue to encounter challenges frequently experienced by early commercial stage companies, including scaling up our infrastructure and headcount, and may encounter unforeseen expenses, difficulties, or delays in connection with our growth.
We will continue to encounter challenges frequently experienced by early commercial stage companies, including scaling up our infrastructure and managing our headcount, and may encounter unforeseen expenses, difficulties, or delays in connection with our growth.
We have encountered, and expect to continue to encounter, engineering challenges and delays as we increase the dimensions and throughput of our cells and cell components.
We have encountered, and expect to continue to encounter, engineering challenges and delays as we increase the dimensions and throughput of cells and cell components.
In addition, our technology and intellectual property may be subject to theft or compromise via more indirect routes. For example, our products or components thereof may be reverse engineered by partners, customers, or other third parties, which could result in infringement of our patents or theft of our know-how or trade secrets.
Further, our technology and intellectual property may be subject to theft or compromise via more indirect routes. For example, our products or components thereof may be reverse engineered by partners, customers, or other third parties, which could result in infringement of our patents or theft of our know-how or trade secrets.
For example, our budgets assume, among other things, that our development timeline progresses as planned and our corresponding expenditures are consistent with current expectations, but our timeline and expectations been derived based on discussions with our key partners only and do not factor in the possibility of additional partnerships.
For example, our budgets assume, among other things, that our development timeline progresses as planned and our corresponding expenditures are consistent with current expectations, but our timeline and expectations been derived based on internal estimates and discussions with our key partners only and do not factor in the possibility of additional partnerships.
We are seeking additional partners with which to collaborate in the development of our technology. Our inability to enter into development relationships with additional partners may impair our ability to control the timing of our development activities, generate licensing revenue, or sell our electrolyte. We have entered into agreements with three key partners, BMW, Ford, and SK On.
We are seeking additional partners with which to collaborate in the development of our technology. Our inability to enter into development relationships with additional partners may impair our ability to control the timing of our development activities, sell our electrolyte, or generate licensing revenue. We have entered into agreements with BMW, Ford, and SK On.
If we are not successful in establishing partnerships with other OEMs or battery manufacturers, we will remain highly dependent upon our existing three partners. Because we generally cannot control the pace or extent of our partners’ collaborative efforts with us, the pacing of our efforts generally must align with that of each partner.
If we are not successful in establishing partnerships with other OEMs or battery manufacturers, we will remain highly dependent upon our existing partners. Because we generally cannot control the pace or extent of our partners’ collaborative efforts with us, the pace of our efforts generally must align with that of each partner.
While we believe our development of a manufacturing process compatible with existing lithium-ion cell manufacturing lines provides significant competitive advantages, modifying or constructing these lines for production of our products could be more complicated or present significant challenges to our manufacturing partners that we do not currently anticipate.
While we believe development of a manufacturing process compatible with existing lithium-ion cell manufacturing lines could provide significant competitive advantages, modifying or constructing these lines for production of our products could be more complicated or present significant challenges to our manufacturing partners that we do not currently anticipate.
Although our ability to amend the terms of the Warrants with approval of the holders of at least 50% of the then-outstanding Public Warrants (or, if applicable, 65% of the then-outstanding Public Warrants and 65% of the then-outstanding Private Placement Warrants, voting as separate classes) is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Warrants, convert the Warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period, or decrease the number of shares of our common stock purchasable upon exercise of a Warrant ​ ​ ​ Solid Power, Inc. | 2023 Form 10-K | 35 Table of Contents
Although our ability to amend the terms of the Warrants with approval of the holders of at least 50% of the then-outstanding Public Warrants (or, if applicable, 65% of the then-outstanding Public Warrants and 65% of the then-outstanding Private Placement Warrants, voting as separate classes) is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Warrants, convert the Warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period, or decrease the number of shares of our common stock purchasable upon exercise of a Warrant. ​ ​ Solid Power, Inc. | 2024 Form 10-K | 33 Table of Contents
From time to time, we may become involved in significant litigation, regulatory actions, or government investigations and inquiries as well as legal proceedings and investigations arising in the normal course of business, such as commercial or contractual disputes; warranty claims; disputes with potential customers, former employees, and suppliers; intellectual property matters; personal injury claims; environmental issues; tax matters; and employment matters.
From time to time, we have been, and may become involved in significant litigation, regulatory actions, or government investigations and inquiries as well as legal proceedings and investigations arising in the normal course of business, such as commercial or contractual disputes; indemnity or warranty claims; disputes with potential customers, former employees, and suppliers; intellectual property matters; personal injury claims; environmental issues; tax matters; and employment matters.
Among other things, these provisions: ● provide advance notice procedures with regard to stockholder nominations of candidates for election as directors or other stockholder proposals to be brought before meetings of our stockholders, which may discourage our stockholders from bringing certain matters before meetings of our stockholders; ● provide the Board the ability to authorize issuance of preferred stock, which makes it possible for the Board to issue, without stockholder approval, preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of Solid Power; ● provide for a classified Board with staggered three-year terms, with each class as nearly equal in number as possible; ● prohibit stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of stockholders; ● provide that certain provisions of our Second A&R Charter can only be amended or repealed by the affirmative vote of the holders of at least 66 2/3% in voting power of the outstanding shares of our common stock entitled to vote thereon, voting together as a single class; ● provide that certain provisions of our Bylaws can be altered or repealed by (i) the Board or (ii) our stockholders upon the affirmative vote of 66 2/3% of the voting power of our common stock outstanding and entitled to vote thereon, voting together as a single class; ● provide that only the Board (pursuant to a majority vote) or the Chairperson of the Board may call a special meeting of stockholders; and ● designate Delaware and federal courts as the exclusive forum for certain disputes.
Among other things, these provisions: ● provide advance notice procedures with regard to stockholder nominations of candidates for election as directors or other stockholder proposals to be brought before meetings of our stockholders, which may discourage our stockholders from bringing certain matters before meetings of our stockholders; ● provide the Board the ability to authorize issuance of preferred stock, which makes it possible for the Board to issue, without stockholder approval, preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of Solid Power; ● provide for a classified Board with staggered three-year terms, with each class as nearly equal in number as possible; ● prohibit stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of stockholders; Solid Power, Inc. | 2024 Form 10-K | 31 Table of Contents ● provide that certain provisions of our Second A&R Charter can only be amended or repealed by the affirmative vote of the holders of at least 66 2/3% in voting power of the outstanding shares of our common stock entitled to vote thereon, voting together as a single class; ● provide that certain provisions of our Bylaws can be altered or repealed by (i) the Board or (ii) our stockholders upon the affirmative vote of 66 2/3% of the voting power of our common stock outstanding and entitled to vote thereon, voting together as a single class; ● provide that only the Board (pursuant to a majority vote) or the Chairperson of the Board may call a special meeting of stockholders; and ● designate Delaware and federal courts as the exclusive forum for certain disputes.
If the market for EVs in general does not develop as expected, or develops more slowly than expected, our business, prospects, results of operation, and financial condition could be materially and aversely affected.
If the market for EVs in general does not develop as expected, or develops more slowly than expected, our business, prospects, results of operation, and financial condition could be materially and adversely affected.
Item 1A. Risk Factors Our business is subject to numerous risks and uncertainties that you should be aware of in evaluating our business. If any such risks and uncertainties materialize, our business, prospects, results of operations, and financial condition could be materially and adversely affected. The risks described below are not the only risks that we face.
Item 1A. Risk Fa ctors Our business is subject to numerous risks and uncertainties that you should be aware of in evaluating our business. If any such risks and uncertainties materialize, our business, prospects, results of operations, and financial condition could be materially and adversely affected. The risks described below are not the only risks that we face.
Further, our capital expenditures and operating and development requirements have increased materially as we accelerate our research and development efforts, scale up production operations with our partners, and incur expenses as a public company, including insurance, financial reporting, legal, and audit costs. As we continue our progress toward commercialization, we expect that our operating expenses will increase substantially.
Further, our capital expenditures and operating and development requirements have increased materially as we further our research and development efforts, scale up production operations with our partners, and incur expenses as a public company, including insurance, financial reporting, legal, and audit costs. As we continue our progress toward commercialization, we expect that our operating expenses will continue to increase.
The non-exclusive nature of our agreements exposes us to the risk that our partners may elect to pursue other battery cell technologies. Our OEM partners are motivated to develop and commercialize improved battery cell technologies.
The non-exclusive nature of our agreements exposes us to the risk that our partners may elect to pursue other battery cell technologies or partners. Our partners are motivated to develop and commercialize improved battery cell technologies.
Our current and potential competitors, including many cell manufacturers and OEMs around the world, have greater name recognition, broader customer relationships, and substantially greater marketing resources than we do.
Some of our current and potential competitors, including many cell manufacturers and OEMs around the world, have greater name recognition, broader customer relationships, and substantially greater marketing resources than we do.
We are a Delaware corporation, and the anti-takeover provisions of the DGCL may discourage, delay, or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, even if a change of control would be beneficial to our existing stockholders.
We are a Delaware corporation, and the anti-takeover provisions of the Delaware General Corporation Law (“DGCL”) may discourage, delay, or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, even if a change of control would be beneficial to our existing stockholders.
In certain circumstances, our ability to share developments gained through the course of performance of a particular agreement with our other partners may be limited, and our partners may be able to exploit certain of the intellectual property developed under their respective agreements in ways that are detrimental to us. ● If we are unable to attract and retain key employees and qualified personnel, our ability to compete could be harmed. ● The battery cell market continues to evolve and is highly competitive, and we may not be successful in competing in this market or establishing and maintaining confidence in our long-term prospects among current and future partners and customers. ● We may not be able to accurately estimate future demand for our technology, which could result in a variety of inefficiencies in our business, hinder our ability to generate revenue, and cause us to incur additional costs or experience delays. ● We rely heavily on owned and exclusively-licensed intellectual property, including patent rights, trade secrets, copyrights, trademarks, and know-how, and we may be unable to protect and maintain access to these intellectual property rights. ● We have not performed exhaustive searches or analyses of the intellectual property landscape of the battery industry and cannot guarantee that our technology, or its ultimate integration into EVs, does not infringe intellectual property rights of third parties.
In certain circumstances, our ability to share developments gained through the course of performance of a particular agreement with our other partners may be limited, and our partners may be able to exploit certain of the intellectual property developed under their respective agreements in ways that are detrimental to us. ● The battery market continues to evolve and is highly competitive, and we may not be successful in competing in this market or establishing and maintaining confidence in our long-term prospects among current and future partners and customers. ● We may not be able to accurately estimate future demand for our technology, which could result in a variety of inefficiencies in our business, hinder our ability to generate revenue, and cause us to incur additional costs or experience delays. ● We rely heavily on owned and exclusively-licensed intellectual property, including patent rights, trade secrets, copyrights, trademarks, and know-how, and we may be unable to protect and maintain access to these intellectual property rights. ● We have not performed exhaustive searches or analyses of the intellectual property landscape of the battery industry and cannot guarantee that our technology, or its ultimate integration into EVs, does not infringe intellectual property rights of third parties.
Adverse developments affecting financial institutions, including bank failures, could adversely impact our liquidity and financial performance. We maintain domestic cash deposits in Federal Deposit Insurance Corporation, or FDIC, insured banks that exceed the FDIC insurance limits.
We maintain cash deposits in excess of federally insured limits. Adverse developments affecting financial institutions, including bank failures, could adversely impact our liquidity and financial performance. We maintain domestic cash deposits in Federal Deposit Insurance Corporation, or FDIC, insured banks that exceed the FDIC insurance limits.
Our business depends on our ability to manage our relationships with existing and future partners, customers, suppliers, and contractors, and we may not succeed in managing these business relationships. We rely on a number of third parties in connection with development of our technology and performance on our contracts.
Our business depends on our ability to manage our relationships with existing and future partners, customers, suppliers, and contractors, and we may not successfully manage these business relationships. We rely on a number of third parties in connection with development of our technology and performance on our contracts.
Potential customers may be wary of unproven products or not be inclined to work with less established businesses, and large organizations, including many OEMs, may have significant purchasing power and leverage in negotiating contractual arrangements with us.
Potential customers may be wary of unproven products or not be inclined to work with less established businesses, and large organizations may have significant purchasing power and leverage in negotiating contractual arrangements with us.
There is risk of potential disputes with partners, which could stop or slow cell production, and we could be impacted by adverse publicity related to our partners, whether or not such publicity is related to such partner’s collaboration with us. In addition, we cannot guarantee that our suppliers will not deviate from agreed-upon quality standards.
Potential disputes with partners could stop or slow cell production, and we could be impacted by adverse publicity related to our partners, whether or not such publicity is related to such partner’s collaboration with us. In addition, we cannot guarantee that our suppliers will not deviate from agreed-upon quality standards.
Our ability to become profitable in the future will depend on our ability to successfully develop and market our electrolyte and cells as well as our ability to control our costs. If we are unable to efficiently design, appropriately price, and sell and distribute our technology, our anticipated margins, profitability, and prospects would be adversely impacted.
Our ability to become profitable in the future will depend on our ability to successfully develop and market our products as well as our ability to control our costs. If we are unable to efficiently design, appropriately price, and sell and distribute our products, our anticipated margins, profitability, and prospects would be adversely impacted.
In order to be commercially viable, our cells will need to be capable of being produced at a high yield without compromising performance, and we will have to solve related packaging challenges in a way that is scalable and at an acceptable cost.
In order to be commercially viable, cells using our technology will need to be capable of being produced at a high yield without compromising performance, and we or our customers will have to solve related packaging challenges in a way that is scalable and at an acceptable cost.
If we do not purchase shares of our common stock under the repurchase program, our reputation, investor confidence, and the price of our common stock may be adversely impacted.
If we do not purchase the full amount of shares of our common stock authorized under the repurchase program, our reputation, investor confidence, and the price of our common stock may be adversely impacted.
Risks Related to Development and Commercialization Our expectations for when we will achieve various technical and production-level performance objectives depend in large part upon assumptions, estimates, measurements, testing, analyses, and data developed and performed by us, which may be incorrect or flawed. Our expectations for when we will achieve various technical and production objectives reflect our current expectations and estimates.
Expectations for when we will achieve various technical and production-level performance objectives depend in large part upon assumptions, estimates, measurements, testing, analyses, and data developed and performed by us, which may be incorrect or flawed. Our expectations for when we will achieve various technical and production objectives reflect our current expectations and estimates.
We may be unable to enter into agreements with cell manufacturers on terms and conditions acceptable to us and, therefore, we may need to contract with other third parties or create our own commercial production capacity.
If we are unable to enter into agreements with cell manufacturers on terms and conditions acceptable to us, we may need to contract with other third parties or create our own commercial production capacity.
Any reduction, elimination, or discriminatory application of these grants, subsidies, or incentives may require us to seek additional financing, which may not be obtainable on commercially attractive terms or at all, and may diminish the competitiveness of the battery industry generally or our technology in particular.
Any reduction, elimination, or discriminatory application of these grants, subsidies, or incentives may require us to seek additional financing, which may not be obtainable on commercially attractive terms or at all; adversely impact public sector demand for our technology; and diminish the competitiveness of the battery industry generally or our technology in particular.
If our customers determine our technology does not perform as expected, they may delay deliveries, terminate further orders, or initiate product recalls, any one of which could have a material adverse effect on our business, prospects, results of operations, and financial condition. We have only conducted preliminary safety testing on our cells.
If our customers determine our technology does not perform as expected, they may delay deliveries, terminate further orders, or initiate product recalls, any one of which could have a material adverse effect on our business, prospects, results of operations, and financial condition.
Unfavorable changes in any of these or other factors beyond our control could impede our ability to achieve our objectives when planned and have a material adverse effect on our business, prospects, results of operations, and financial condition.
Unfavorable changes in any of these or other factors beyond our control have impeded, and could continue to impede, our ability to achieve our objectives when planned. We may continue to experience unfavorable changes in factors beyond our control, and such unfavorable changes could have a material adverse effect on our business, prospects, results of operations, and financial condition.
Problems with our manufacturing equipment could result in it not performing to our expectations, the personal injury to or death of workers, loss of production equipment, damage to our manufacturing facilities, monetary losses, delays, unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs, and potential legal liabilities, any one of which could have a material adverse effect on our business, prospects, results of operations, and financial condition.
Solid Power, Inc. | 2024 Form 10-K | 19 Table of Contents Problems with our manufacturing equipment could result in it not performing to our expectations, the personal injury to or death of workers, loss of production equipment, damage to our manufacturing facilities, monetary losses, delays, unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs, and potential legal liabilities, any one of which could have a material adverse effect on our business, prospects, results of operations, and financial condition.
The extent to which a future pandemic impacts our business, prospects, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, such as the duration and spread of the pandemic, its severity, the actions taken to contain the virus or address its impact, the impact on us and our partners, contractors, suppliers, and customers, and how quickly and to what extent normal economic and operating activities can resume.
The extent to which a future pandemic impacts our business, prospects, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, such as the duration and spread of the pandemic, Solid Power, Inc. | 2024 Form 10-K | 21 Table of Contents its severity, the actions taken to contain the virus or address its impact, the impact on us and our partners, contractors, suppliers, and customers, and how quickly and to what extent normal economic and operating activities can resume.
Maintaining such confidence may be complicated by certain factors, including those that are largely outside of our control, such as: ● our limited operating history; ● market unfamiliarity with our products; ● delays in or impediments to completing or achieving our research and development goals; ● unexpected costs that OEM and other potential partners may be required to incur to scale manufacturing, delivery, and service operations to meet demand for EVs containing our technology or products; ● competition and uncertainty regarding the future of EVs; ● the development and adoption of competing technologies that are less expensive and/or more effective than our products; and ● our eventual production and sales performance compared with market expectations.
Maintaining such confidence may be complicated by certain factors, including those that are largely outside of our control, such as: ● delays in or impediments to completing or achieving our research and development goals; ● our limited operating history; ● market unfamiliarity with our products; Solid Power, Inc. | 2024 Form 10-K | 22 Table of Contents ● unexpected costs that Tier 1 battery manufacturer, OEM, and other potential partners may be required to incur to scale manufacturing, delivery, and service operations to meet demand for EVs containing our technology or products; ● competition and uncertainty regarding the future of EVs; ● the development and adoption of competing technologies that are less expensive and/or more effective than our products; and ● our eventual production and sales performance compared with market expectations.
Any unauthorized access to or acquisition of data belonging to us or our partners, contractors, suppliers, customers, or employees could result in loss or theft of confidential information or intellectual property, financial loss or misappropriation of funds, a disruption of our business, damage to our reputation and competitive position, and exposure to regulatory intervention and fines, and other liability, any one of which could have a material adverse effect on our business, prospects, results of operations, and financial condition.
Any unauthorized access to or acquisition of data belonging to us or our partners, contractors, suppliers, customers, or employees could result in loss or theft of confidential Solid Power, Inc. | 2024 Form 10-K | 29 Table of Contents information or intellectual property, financial loss or misappropriation of funds, a disruption of our business, damage to our reputation and competitive position, and exposure to regulatory intervention and fines, and other liability, any one of which could have a material adverse effect on our business, prospects, results of operations, and financial condition.
Any determination that we have violated these laws could subject us to, among other things, civil and criminal penalties, significant fines, profit disgorgement, injunctions on future conduct, securities litigation, suspension or disbarment Solid Power, Inc. | 2023 Form 10-K | 30 Table of Contents from government contracts, and loss of export privileges, any one of which could have a material adverse effect on our business, prospects, results of operations, and financial condition.
Any determination that we have violated these laws could subject us to, among other things, civil and criminal penalties, significant fines, profit disgorgement, injunctions on future conduct, securities litigation, suspension or disbarment from government contracts, and loss of export privileges, any one of which could have a material adverse effect on our business, prospects, results of operations, and financial condition.
In addition, pending their use, we may invest our cash on hand in a manner that does not produce income or that loses value. Failure to effectively manage our growth could have a material adverse effect on our business, prospects, results of operations, and financial condition. Our management team has limited experience in operating a public company.
In addition, pending their use, we may invest our cash on hand in a manner that does not produce income or that loses value. Failure to effectively manage our growth could have a material adverse effect on our business, prospects, results of operations, and financial condition.
Some of the development hurdles that we need to overcome before licensing or selling our solid-state battery cell technology to customers include: ● meeting the rigorous and challenging specifications required by our customers and ultimately OEMs and battery manufacturers, such as battery life, energy density, abuse and safety testing, charge rate, cycle life, stack pressure, and operating temperature; ● increasing the volume, yield, reliability, and uniformity of our cells and cell components; ● increasing the size and number of layers of our cells; ● developing manufacturing techniques to produce the volume of cells needed for customer applications; ● understanding optimization requirements for high volume manufacturing equipment; ● designing and engineering packaging to ensure adequate cycle life (i.e., the number of charge and discharge cycle that a battery cell can sustain until its capacity falls below 80% of the original capacity); and ● reducing cost of production.
We or our customers must overcome significant hurdles to complete development, validation, and automotive qualification of cells using our technology, including: ● meeting the rigorous and challenging specifications required by OEMs and battery manufacturers, such as battery life, energy density, abuse and safety testing, charge rate, cycle life, stack pressure, and operating temperature; ● increasing the volume, yield, reliability, and uniformity of cells and cell components; ● increasing the size and number of layers of cells; ● developing manufacturing techniques to produce the volume of cells needed for customer applications; ● understanding optimization requirements for high volume manufacturing equipment; ● designing and engineering packaging to ensure adequate cycle life (i.e., the number of charge and discharge cycle that a battery cell can sustain until its capacity falls below 80% of the original capacity); and ● reducing cost of production.
To date, we have focused our efforts on our solid-state battery cell technology, a promising alternative to conventional lithium-ion battery cell technology.
To date, we have focused our efforts on our solid-state technologies, which we believe to be a promising alternative to conventional lithium-ion battery cell technology.
For example, our employees could be exposed to toxic hydrogen sulfide as a result of the components we use being exposed to moisture, which could harm our employees, slow or stop production, and result in litigation, fines, increased insurance premiums, and workers’ compensation claims.
For example, our employees could be exposed to toxic hydrogen sulfide as a result of the components we use being exposed to moisture, which could harm our employees, slow or stop production, and result in litigation, fines, increased insurance premiums, and workers’ compensation claims. Any such accident could harm our employees, damage our facilities, or adversely impact our operations.
Our cells will require additional and extensive safety testing prior to being installed in EVs. To achieve acceptance by OEMs and be installed in commercially available EVs, our cells will have to undergo extensive safety testing in addition to the preliminary safety testing we have conducted. We cannot guarantee that such tests will be successful.
To achieve acceptance by OEMs and be installed in commercially available EVs, any cells using our technology will have to undergo extensive safety testing in addition to the preliminary safety testing we have conducted. We cannot guarantee that such tests will be successful.
Among other things, we could experience leaks and ruptures, explosions, fires, transportation accidents involving our products, chemical spills, other discharges or releases of toxic or hazardous substances or gases, and other environmental and workplace safety incidents.
We have experienced, and may continue to experience, accidents from time to time. Among other things, we could experience leaks and ruptures, explosions, fires, transportation accidents involving our products, chemical spills, other discharges or releases of toxic or hazardous substances or gases, and other environmental and workplace safety incidents.
Similarly, if we fail to accurately predict and ensure that our solid-state battery cell technology addresses customers’ changing needs or emerging technological trends, or if our customers fail to achieve the benefits expected from our cells, our business will be harmed.
Similarly, if we fail to accurately predict and ensure that our solid-state technologies address customers’ changing needs or emerging technological trends, or if our customers fail to achieve the benefits expected from our technologies, our business will be harmed.
Any failure to comply with such laws, regulations, and provisions could lead to claims for damages from our partners, contract price adjustments or refunds, civil or criminal penalties, termination of contract, suspension or debarment from obtaining government contracts and grants, or non-ordinary course audits and internal investigations, any one of which could have a material adverse effect on our business, prospects, results of operations, and financial condition.
Any failure to comply with such laws, regulations, and provisions or satisfy our obligations under such contracts and grants could lead to termination of contract; civil or criminal penalties; withholding, delay, or disallowance of payments to us; reimbursement of the government for amounts previously received; claims for damages from our partners; contract price adjustments or refunds; suspension or debarment from obtaining government contracts and grants; or non-ordinary course audits and internal investigations, any one of which could have a material adverse effect on our business, prospects, results of operations, and financial condition.
We have made, and will continue to make, cell design and manufacturing process changes to Solid Power, Inc. | 2023 Form 10-K | 18 Table of Contents address performance issues, which may lead to delays to or suspension of research and development projects or commercialization and in turn have a material adverse effect on our business, prospects, results of operations, and financial condition.
We have made, and will continue to make, cell design and manufacturing process changes to address performance issues, which may lead to delays to or suspension of research and development projects or commercialization and in turn have a material adverse effect on our business, prospects, results of operations, and financial condition.
A loss that is uninsured or which exceeds policy limits could require us to pay substantial amounts, which could have a material adverse effect on our business, prospects, results of operation, and financial condition. Solid Power, Inc. | 2023 Form 10-K | 22 Table of Contents A global pandemic (e.g., COVID-19) and associated responses could disrupt our business and operations.
A loss that is uninsured or which exceeds policy limits could require us to pay substantial amounts, which could have a material adverse effect on our business, prospects, results of operation, and financial condition. A global pandemic (e.g., COVID-19) and associated responses could disrupt our business and operations.
If we are not able to overcome these engineering and mechanical hurdles, we may not succeed in licensing our cell technology or selling our electrolyte to customers.
If we or our customers are unable to overcome these engineering and mechanical hurdles, we may not succeed in commercially licensing our cell technology.
Our ability to obtain additional financing will be subject to a number of factors, including: ● market conditions; ● the level of success we have experienced with our research and development programs; ● our operating performance; ● investor sentiment; and ● our ability to incur additional debt in compliance with any agreements governing our then-outstanding debt.
Our ability to obtain additional financing will be subject to a number of factors, including: ● the level of success we have experienced with our research and development programs; ● our operating performance; Solid Power, Inc. | 2024 Form 10-K | 25 Table of Contents ● market conditions; ● investor sentiment; and ● our ability to incur additional debt in compliance with any agreements governing our then-outstanding debt.
The existence of the repurchase program could cause the price of our common stock to be higher than it otherwise would be and potentially reduce the market liquidity for our common stock. Further, we cannot guarantee that any purchases under the repurchase program will enhance long-term stockholder value.
The existence of the repurchase program could cause the price of our common stock to be higher than it otherwise would be and potentially reduce the market liquidity for our common stock. Further, we cannot guarantee that any purchases under the Solid Power, Inc. | 2024 Form 10-K | 30 Table of Contents repurchase program will enhance long-term stockholder value.
Solid Power, Inc. | 2023 Form 10-K | 34 Table of Contents In addition, our Bylaws provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act against any person in connection with any offering of our securities, including, without limitation and for the avoidance of doubt, any auditor, underwriter, expert, control person, or other defendant.
In addition, our Bylaws provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”), against any person in connection with any offering of our securities, including, without limitation and for the avoidance of doubt, any auditor, underwriter, expert, control person, or other defendant.
Failure to adequately protect our owned and exclusively-licensed intellectual property may result in our competitors using our intellectual property to offer products, loss of our competitive advantage, and harm to our reputation and could have a material adverse effect on our business, prospects, results of operations, and financial condition.
Failure to adequately protect our owned and exclusively-licensed intellectual property may result in our Solid Power, Inc. | 2024 Form 10-K | 23 Table of Contents competitors using our intellectual property to offer products, loss of our competitive advantage, and harm to our reputation and could have a material adverse effect on our business, prospects, results of operations, and financial condition.
Any changes in the laws and regulations to which we or our partners, contractors, suppliers, or customers are subject, or any changes in enforcement, administration, or interpretation of such laws or regulations, could interfere have a material adverse effect on our business, prospects, results of operations, and financial condition.
Any changes in the laws and regulations to which we or our partners, contractors, Solid Power, Inc. | 2024 Form 10-K | 28 Table of Contents suppliers, or customers are subject, or any changes in enforcement, administration, or interpretation of such laws or regulations, could interfere have a material adverse effect on our business, prospects, results of operations, and financial condition.
Our management team and other personnel devote a substantial amount of time to compliance initiatives. Our compliance efforts may not be successful and may divert management’s attention from other business concerns and harm our business, financial condition, and results of operations. We maintain cash deposits in excess of federally insured limits.
Our management team and other personnel devote a substantial amount of time to compliance initiatives. Our compliance efforts may not be successful and may divert management’s attention from other business concerns and harm our business, financial condition, and results of operations.
We are actively working to identify the root cause for these performance issues, but we cannot guarantee that we will successfully mitigate the problem.
We have identified the root cause for these performance issues and are actively working to improve safety performance, but we cannot guarantee that we will successfully mitigate the problem.
Solid Power, Inc. | 2023 Form 10-K | 32 Table of Contents We have registered shares reserved for future issuance under our equity incentive compensation plans. Subject to the satisfaction of applicable vesting restrictions, the shares issued thereunder will be available for immediate resale in the public market.
We have registered shares reserved for future issuance under our equity incentive compensation plans. Subject to the satisfaction of applicable vesting restrictions, the shares issued thereunder will be available for immediate resale in the public market.
For example, our products — including our cells and related technology — are or may in the future be subject to trade and export control laws and regulations in the United States and other jurisdictions where we do business.
We are also subject to laws affecting our operations outside of the United States, including anti-bribery laws, anti-corruption laws, anti-money laundering, and export control laws. For example, our products—including our cells and related technology—are or may in the future be subject to trade and export control laws and regulations in the United States and other jurisdictions where we do business.
The terms of some of these agreements generally require us to continue our research and development of solid-state battery cells and component materials such that our products are capable of being deployed in EVs within the next few years. We cannot guarantee that we will be able to complete research and development in the time frame required by these agreements.
The terms of some of these agreements generally require us to continue our research and development of solid-state battery cells and component materials such that our products are capable of being deployed in EVs within the next few years.
Solid Power, Inc. | 2023 Form 10-K | 20 Table of Contents We are subject to risks relating to the construction and development of facilities for our short-term research and development and long-term production requirements. Our business plan contemplates that we will construct additional facilities for research and development and commercial electrolyte manufacturing.
We are subject to risks relating to the construction and development of facilities for our short-term research and development and long-term electrolyte production requirements. Our business plan contemplates that we will construct additional facilities for research and development and commercial electrolyte manufacturing.
As new companies and larger, existing vehicle and battery manufacturers enter the solid-state battery cell space, we may lose any perceived or actual technological advantage we may have in the marketplace and suffer a decline in our market position.
There are also a number of companies seeking to develop alternative approaches to solid-state technology. As new companies and larger, existing vehicle and battery manufacturers enter the solid-state battery cell space, we may lose any perceived or actual technological advantage we may have in the marketplace and suffer a decline in our market position.
The preparation of our consolidated financial statements requires management to make critical accounting estimates and assumptions that affect the reported amounts of assets, liabilities, stockholders’ equity, revenue, income, and expenses during the reporting periods.
The preparation of our consolidated financial statements requires management to make critical accounting estimates and assumptions that affect the reported amounts of assets, liabilities, stockholders’ equity, revenue, income, and expenses during the Solid Power, Inc. | 2024 Form 10-K | 26 Table of Contents reporting periods.
Solid Power, Inc. | 2023 Form 10-K | 15 Table of Contents ● We may require additional capital to support business growth, and this capital might not be available on commercially reasonable terms or at all. ● If we fail to effectively manage our future growth, we may not be able to market and license the technology and know-how to manufacture our cells or sell our electrolyte. ● Our management team has limited experience in operating a public company. ● Our business could also be adversely impacted if we have deficiencies in our disclosure controls and procedures or internal control over financial reporting as required by SOX. ● We incur significant expenses and administrative burdens as a public company. ● Future litigation, regulatory actions, or government investigations and inquiries may lead us to incur significant costs or harm our reputation. ● The price of our common stock and Warrants could be adversely impacted by sales of substantial amounts of our common stock or Warrants in the public market or the perception that such sales could occur.
Solid Power, Inc. | 2024 Form 10-K | 13 Table of Contents ● We may require additional capital to support business growth, and this capital might not be available on commercially reasonable terms or at all. ● We may be unable to adequately control the costs associated with our operations and the components necessary to develop our technology. ● If we fail to effectively manage our future growth, we may not be able to market and license the technology and know-how to sell our electrolyte or manufacture our cells. ● Incorrect estimates or assumptions by management in the preparation of our consolidated financial statements could adversely impact our reported assets, liabilities, income, revenue, or expenses. ● We incur significant expenses and administrative burdens as a public company. ● Our business could also be adversely impacted if we have deficiencies in our disclosure controls and procedures or internal control over financial reporting as required by SOX. ● We have been, and may in the future be, subject to lawsuits, regulatory actions, or government investigations and inquiries which could lead us to incur significant costs or harm our reputation. ● The price of our common stock and Warrants could be adversely impacted by sales of substantial amounts of our common stock or Warrants in the public market or the perception that such sales could occur.
However, if an amendment would adversely and differently affect either the Public Warrants or Private Placement Warrants, the approval of 65% of the then-outstanding Public Warrants and 65% of the then-outstanding Private Placement Warrants, voting as separate classes, is required.
However, if an amendment would adversely and differently affect either the Public Warrants or Private Placement Warrants, the approval of 65% of the then-outstanding Public Warrants and 65% of the then-outstanding Private Placement Warrants, voting as Solid Power, Inc. | 2024 Form 10-K | 32 Table of Contents separate classes, is required.
If those provisions are triggered, certain of our partners may receive perpetual, irrevocable, royalty-free licenses to portions of our intellectual property, which may limit the profitability and competitive advantage offered by our intellectual property and adversely impact our revenue. We are subject to risks relating to production scale manufacturing of our cells through partners in the long term.
If those provisions are triggered, certain of our partners may receive perpetual, irrevocable, royalty-free licenses to portions of our intellectual property, which may limit the profitability and competitive advantage offered by our intellectual property and adversely impact our revenue.
Solid Power, Inc. | 2023 Form 10-K | 24 Table of Contents Risks Related to Intellectual Property We rely heavily on owned and exclusively-licensed intellectual property, including patent rights, trade secrets, copyrights, trademarks, and know-how, and we may be unable to protect and maintain access to these intellectual property rights.
Risks Related to Intellectual Property We rely heavily on owned and exclusively-licensed intellectual property, including patent rights, trade secrets, copyrights, trademarks, and know-how, and we may be unable to protect and maintain access to these intellectual property rights.
Even if sulfide-based electrolytes are commercially adopted, we may have to compete with established companies that may be better capitalized or have more experience, superior products, or stronger relationships with their suppliers and customers.
Further, we may have to compete with established companies that may be better capitalized or have more experience, superior products, or stronger relationships with their suppliers and customers.
For example, we plan to utilize one or more subcontractors for the design and installation of the SK On Line, and a failure by a subcontractor to satisfactorily and timely provide services could adversely impact our ability to fulfill our obligations under the Line Installation Agreement.
For example, we are utilizing a partner for the design and installation of the SK On Line, and a failure by our partner to satisfactorily and timely provide services could adversely impact our ability to fulfill our obligations under our line installation agreement with SK On.
The timing and amount of any purchases under the repurchase program will depend on a number of factors, such as the price of our common stock, economic and market conditions, and corporate and regulatory requirements.
As of December 31, 2024, we have repurchased approximately $9.07 million of our common stock under the repurchase program. The timing and amount of any future purchases under the repurchase program will depend on a number of factors, such as the price of our common stock, economic and market conditions, and corporate and regulatory requirements.
In addition, traditional lithium-ion battery manufacturers may continue to reduce cost and expand supply of conventional batteries and, therefore, adversely impact our prospects and ability to sell our products at market-competitive prices with sufficient margins. Many OEMs are researching and investing in solid-state battery cell efforts and, in some cases, in battery cell development and production.
In addition, traditional lithium-ion battery manufacturers may continue to reduce cost and expand supply of conventional batteries and, therefore, adversely impact our prospects and ability to sell our products at market-competitive prices with sufficient margins.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeMost of this facility, which we refer to as SP2, is used for pilot production of electrolyte, research and development, quality control, and general office space. ​ In addition, we lease general office space in the Republic of Korea that is immaterial to our financial statements. ​
Biggest changeWe lease approximately 75,000 square feet in Thornton, Colorado under a lease that expires in March 2029. Most of this facility, which we refer to as SP2, is used for pilot production of electrolyte, research and development, quality control, and general office space.
Item 2. Properties We currently operate out of two facilities in Colorado. We lease approximately 29,000 square feet in Louisville, Colorado under a lease that expires in September 2029. Most of this facility, which we refer to as SP1, is used for cell production, research and development, quality control, and general office space.
Item 2. Properti es We currently operate out of two facilities in Colorado. We lease approximately 38,000 square feet in Louisville, Colorado under a lease that expires in December 2029. Most of this facility, which we refer to as SP1, is used for cell production, research and development, quality control, and general office space.
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We lease approximately 75,000 square feet in Thornton, Colorado under a lease that expires in March 2029.
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In addition, we lease general office space in the Republic of Korea that is immaterial to our financial statements.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings From time to time, we may become involved in litigation or other legal proceedings. We are not currently a party to any litigation or legal proceedings that are likely to have a material adverse effect on our business.
Biggest changeItem 3. Legal Proceedings From time to time, we have been, and may become, involved in litigation or other legal proceedings. See Note 14 of our audited financial statements included in this Report for more information.
Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. ​ Item 4. Mine Safety Disclosures Not applicable. ​ Solid Power, Inc. | 2023 Form 10-K | 36 Table of Contents PART II
Regardless of outcome, litigation, including indemnity claims, can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. ​ Item 4. Mine Safety Disclosures Not applicable. ​ Solid Power, Inc. | 2024 Form 10-K | 34 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe actual number of stockholders and Warrant holders, respectively, is greater than this number of record holders and includes investors who are beneficial owners but whose shares or Warrants are held in street name by brokers and other nominees. Recent Sales of Unregistered Securities None. Issuer Purchases of Equity Securities None. Item 6. [Reserved] ​
Biggest changeThe actual number of stockholders and Warrant holders, respectively, is greater than this number of record holders and includes investors who are beneficial owners but whose shares or Warrants are held in street name by brokers and other nominees.
Holders of Common Stock and Warrants As of February 26, 2024, there were 26 record holders of our common stock and four record holders of our Warrants.
Holders of Common Stock and Warrants As of February 26, 2025, there were 30 record holders of our common stock and four record holders of our Warrants.
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Recent Sales of Unregistered Securities On October 21, 2024, we issued a total of 298,508 shares of restricted stock to two individuals who provide services to our strategic partner in the Republic of Korea. A total of 59,702 of these shares of restricted stock vested immediately upon issuance.
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The issuances were intended to incentivize such individuals to provide services that directly and indirectly benefit us.
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The restricted stock was issued pursuant to the provisions of Regulation S of the Securities Act on the basis that both individuals are not residents of the United States and are otherwise not “U.S. persons,” as defined in Rule 902(k) of Regulation S of the Securities Act.
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See Note 11 of our audited financial statements included in this Report for more information.
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Issuer Purchases of Equity Securities The following table summarizes our common stock repurchase program activity for the three months ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period ​ Total Number of Shares Purchased ​ Average Price Paid Per Share ​ Total Number of Shares Purchased as Part of Publicly Announced Program (1) ​ Approximate Dollar Value of Shares that May Yet Be Purchased under the Program (1) October 1 - October 31, 2024 ​ — ​ $ — ​ — ​ $ 41,726,078 November 1 - November 30, 2024 ​ 704,401 ​ $ 1.12 ​ 704,401 ​ $ 40,927,283 December 1 - December 31, 2024 ​ — ​ $ — ​ — ​ $ 40,927,283 Total ​ 704,401 ​ $ 1.12 ​ 704,401 ​ ​ ​ ​ (1) On January 23, 2024, we announced that our Board approved a stock repurchase program authorizing us to purchase up to $50 million of our outstanding common stock.
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Under the repurchase program, we may purchase shares of our common stock from time to time until the repurchase program expires on December 31, 2025. The shares of common stock may be purchased on the open market, in unsolicited negotiated transactions, or in any manner that complies with the provisions of Rule 10b-18 of the Exchange Act.
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Management’s decision to repurchase shares of common stock will depend on a number of factors, such as the price of our common stock, economic and market conditions, and corporate and regulatory requirements. Item 6. [R eserved]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeAs of December 31, 2023 and 2022, we had $415.6, and $496.1 million of total liquidity, respectively, as set forth below: ​ ​ ​ ​ ​ ​ ​ (in thousands) ​ December 31, 2023 December 31, 2022 Cash and cash equivalents ​ $ 34,537 ​ $ 50,123 Marketable securities ​ 141,505 ​ 272,957 Long-term investments ​ 239,566 ​ 172,974 Total liquidity ​ $ 415,608 ​ $ 496,054 ​ ​ ​ ​ ​ ​ ​ Total current liabilities ​ $ 15,879 ​ $ 20,733 ​ ​ ​ ​ ​ ​ ​ ​ Short-Term Liquidity Requirements Our short-term liquidity requirements include operating and capital expenses needed to further our research and development programs and to further optimize our pilot production lines and electrolyte manufacturing capabilities.
Biggest changeAs of December 31, 2023, contract receivables were $1.6 million, deferred revenue and deferred revenue from related parties was $0.8 million, and total current liabilities were $15.9 million. ​ Short-Term Liquidity Requirements Our short-term liquidity requirements include operating and capital expenses needed to further our research and development programs and to install our continuous electrolyte production line.
We continue to deploy substantial capital to expand our production capabilities and engage in research and development programs. We also expect to continue to incur significant administrative expenses as a publicly traded company. In addition to meeting our development goals, commercialization and future growth and demand for our products are highly dependent upon consumers adopting EVs.
We will need to continue to deploy substantial capital to expand our production capabilities and engage in research and development programs. We also expect to continue to incur administrative expenses as a publicly traded company. In addition to meeting our development goals, commercialization and future growth and demand for our products are highly dependent upon consumers adopting EVs.
Public and private warrants are recorded at their fair value at the date of issuance, and subsequently remeasured at each reporting period end. Any change in value is recognized through the consolidated statement of operations.
Public and private warrants are recorded at their fair value at the date of issuance, and subsequently remeasured at each reporting period end. Any change in value is recognized through the consolidated statements of operations.
The shares of common stock may be purchased at management’s discretion on the open market, in unsolicited negotiated transactions, or in any manner that complies with the provisions of Rule 10b-18 of the Exchange Act.
The shares of common stock may be purchased on the open market, in unsolicited negotiated transactions, or in any manner that complies with the provisions of Rule 10b-18 of the Exchange Act.
Our ability to commercialize our products depends on several factors that present significant opportunities for us but also pose material risks and challenges, including those discussed in the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” sections of this Report, which are incorporated by reference.
Our ability to commercialize our products depends on several factors that present significant opportunities but also pose material risks and challenges, including those discussed in the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” sections of this Report, which are incorporated by reference.
All of these factors will take time and affect our operating results. Since many factors are difficult to quantify, our actual operating results may be different than we currently anticipate. Our revenue generated to date has primarily come from performance on research and development licensing activities and government contracts.
All of these factors will take time and affect our operating results. Since many factors are difficult to quantify, our actual operating results may be different than currently anticipated. Revenue generated to date has primarily come from performance on research and development licensing agreements and government contracts.
Prior to reaching commercialization, we must improve our products to ensure they meet the performance and safety requirements of our customers. We also will have to continue to negotiate licensing and supply contracts with our customers on terms and conditions that are mutually acceptable. We will need to scale production of our electrolyte material to satisfy anticipated demand.
Prior to reaching commercialization, we must improve our products to ensure they meet the performance requirements of our customers. We also will have to continue to negotiate commercial agreements with our customers on terms and conditions that are mutually acceptable. To satisfy anticipated demand, we will need to scale production of our electrolyte.
Valuation of Private Placement Warrant Liability Description Judgments and Uncertainties Effect if Results Differ From Assumptions ​ ​ ​ The private placement warrant liability is classified as a liability, in accordance with ASC Topic 815, as they do not satisfy the criteria to be classified as equity based on the indexation criteria.
Valuation of Private Placement Warrant Liability Description Judgments and Uncertainties Effect if Results Differ From Assumptions ​ ​ ​ The private placement warrant liability is classified as a liability, in accordance with Accounting Standards Codification (“ASC”) 815 – Hedge Accounting, as they do not satisfy the criteria to be classified as equity based on the indexation criteria.
We may need additional cash if there are material changes to our business conditions or other developments, including changes to our operating plan, development progress, negotiations with OEMs, cell manufacturers, or other suppliers, market adoption of EVs, supply chain challenges, competitive pressures, inflation, and regulatory developments.
We may require additional liquidity sources if there are material changes to our business conditions or other developments, including changes to our operating plan; development progress or delays; negotiations with OEMs, cell manufacturers, or other customers; market adoption of EVs; supply chain challenges; competitive pressures; and inflation.
For additional discussion, see “Cautionary Note Regarding Forward-Looking Statements” above. The forward-looking statements are dependent upon events, risks, and uncertainties that may be outside of our control. Our actual results could differ materially from those discussed in these forward-looking statements.
For additional discussion, see “Cautionary Note Regarding Forward-Looking Statements” above. The forward-looking statements are dependent upon events, risks, and uncertainties that may be outside of our control. Our actual results could differ materially from those Solid Power, Inc. | 2024 Form 10-K | 35 Table of Contents discussed in these forward-looking statements.
We do not undertake, and expressly disclaim, any obligation to publicly update any forward-looking statements, whether as a result of new information, new developments or otherwise, except to the extent that such disclosure is required by applicable law. Overview Solid Power is developing solid-state battery technology for EV and additional markets served by battery manufacturers.
We do not undertake, and expressly disclaim, any obligation to publicly update any forward-looking statements, whether as a result of new information, new developments or otherwise, except to the extent that such disclosure is required by applicable law. Overview Solid Power is a U.S.-based leader in solid-state battery technology and manufacturing processes.
For more information, see “Risk Factors – Risks Related to Development and Commercialization.” Key Factors Affecting Operating Results We are a research and development-stage company and have not generated significant revenue through the sale of our electrolyte or licensing of our cell designs.
Key Factors Affecting Operating Results We are a research and development-stage company and have not generated significant revenue through the sale of our electrolyte or licensing of our cell designs.
A thorough understanding of these critical accounting estimates is essential when reviewing our financial statements. We believe that the critical accounting estimates listed below involve the most difficult management decisions because they require the use of significant estimates and assumptions as described above.
We believe that the critical accounting estimates listed below involve the most difficult management decisions because they require the use of significant estimates and assumptions as described above.
As a research and development company with no commercial operations, our activities to date have been limited and were conducted primarily in the United States. Our historical results are reported under GAAP and in U.S. dollars.
As a research and development company with no commercial operations, our activities were conducted primarily in the United States as well as Republic of Korea. Our historical results are reported under U.S. generally accepted accounting principles (“GAAP”) and in U.S. dollars.
Our revenue recognition accounting methodology requires us to make significant estimates and assumptions, and to apply professional judgment. ​ Collaborative revenues from cost-based contracts are recognized based on costs incurred during each period plus any earned fee.
Our revenue recognition accounting methodology requires us to make significant estimates and assumptions, and to apply professional judgment. ​ Our collaborative arrangements are recognized over time using the input measurement method utilizing labor hours in relation to total labor hours anticipated to satisfy the combined performance obligation. ​ Collaborative revenues from cost-based contracts are recognized based on costs incurred during each period plus any earned fee.
Collaborative revenues from fee-based contracts are recognized based on costs incurred to meet contractually defined milestones and deliverables along with our assessment of achievement of those measurable deliverables under the contract or based on appropriate over time methods.
Collaborative revenues from fee-based contracts are recognized based on costs incurred to meet contractually defined milestones and deliverables along with our assessment of achievement of those measurable deliverables under the contract or based on appropriate over time methods. ​ If we were to change our judgments or estimates, it could cause a material increase or decrease in the amount of revenue or deferred revenue that we report in a particular period. ​ ​ ​ ​ ​ ​ ​
The elements of the collaboration agreements in which both parties to the contract are active participants and to which both parties are exposed to significant risks and rewards that are dependent on the commercial success of the efforts under the contract are recorded as collaborative arrangements.
These agreements include the following components: parties to the contract are active participants, both parties are exposed to significant risks and rewards, and both parties are dependent on the commercial success of the efforts under the contract.
Solid Power, Inc. | 2023 Form 10-K | 39 Table of Contents Long-Term Liquidity Requirements We believe that our cash on hand is sufficient to meet our operating cash needs and working capital and capital expenditure requirements for a period of at least the next 12 months and longer term until we generate adequate cash flows from licensing activities and/or electrolyte sales.
Long-Term Liquidity Requirements We believe that our cash on hand is sufficient to meet our operating cash needs and working capital and capital expenditure requirements for a period of at least the next 12 months.
If we were to change our judgments or estimates used in valuation of private warrants, it could cause a material increase or decrease to the gain or loss realized from the change in fair value of private placement warrants, and to the underlying warrant liability. ​ ​ Stock -Based Compensation Description Judgments and Uncertainties Effect if Results Differ From Assumptions ​ ​ ​ We record stock-based compensation expense according to the provisions of ASC Topic 718 – Stock Compensation.
If we were to change our judgments or estimates used in valuation of private warrants, it could cause a material increase or decrease to the gain or loss realized from the change in fair value of private placement warrants, and to the underlying warrant liability. ​ ​ ​ ​ Solid Power, Inc. | 2024 Form 10-K | 39 Table of Contents Collaborative Revenue Description Judgments and Uncertainties Effect if Results Differ From Assumptions ​ ​ ​ We recognize revenue from our research and development collaboration agreements representing joint operating activities in accordance with ASC 808 – Collaborative Arrangements.
Cash Flows The following table summarizes our cash flows from operating, investing, and financing activities for the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands) ​ 2023 2022 Net cash and cash equivalents used in operating activities ​ $ (58,261) ​ $ (33,824) Net cash and cash equivalents provided by (used in) investing activities ​ ​ 42,502 ​ (429,985) Net cash and cash equivalents provided by financing activities ​ $ 173 ​ $ 485 ​ Cash used in operating activities: Cash used in operating activities increased from 2022 to 2023 primarily attributable to our operating loss, which was driven by continued increase in direct, research and development, and selling, general, and administrative expenses.
Cash Flows The following table summarizes our cash flows from operating, investing, and financing activities for the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands) ​ 2024 2023 Net cash and cash equivalents used in operating activities ​ $ (63,899) ​ $ (58,261) Net cash and cash equivalents provided by investing activities ​ ​ 64,204 ​ 42,502 Net cash and cash equivalents provided by (used in) financing activities ​ ​ (9,429) ​ ​ 173 ​ Cash used in operating activities: Cash used in operating activities increased $5.6 million from 2023 to 2024 primarily due to increased research and development costs related to improving our electrolyte and cell designs and increased electrolyte production.
Management’s decision to repurchase shares will depend on a number of factors, such as the price of our common stock, economic and market conditions, and corporate and regulatory requirements.
Management’s decision to repurchase shares will depend on a number of factors, such as the price of our common stock, economic and market conditions, and corporate and regulatory requirements. During the year ended December 31, 2024, we repurchased 5,704,401 shares of common stock at an average cost of $1.59 per share for an aggregate cost of approximately $9.07 million.
We base our estimates on past experience, technical analysis and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. Actual results may differ from those estimates. Our critical accounting estimates are those that materially affect our financial statements and involve difficult, subjective, or complex judgments by management.
Actual results may differ from those estimates. Our critical accounting estimates are those that materially affect our financial statements and involve difficult, subjective, or complex judgments by management. A thorough understanding of these critical accounting estimates is essential when reviewing our financial statements.
We anticipate that our most significant capital expenditures in 2024 will relate to finishing construction of our advanced electrolyte research facility and enhancing the capabilities of our electrolyte production facility.
We anticipate that our most significant capital expenditures in 2025 will relate to facility engineering and construction of a pilot electrolyte line using a continuous manufacturing process and improvements to our cell development capabilities.
We anticipate our total combined capital and operational expenditures for 2024 will be between $100 million and $120 million, which includes approximately $1.60 million for the payment of contractual cash obligations as of December 31, 2023, primarily related to payments for operating leases. We expect to fund our short-term liquidity requirements through our cash on hand and other liquid assets.
Solid Power, Inc. | 2024 Form 10-K | 37 Table of Contents We anticipate our total combined capital expenditures and cash flow from operations for 2025 will be between $100 million and $120 million, excluding any benefit from the Assistance Agreement. We expect to fund our short-term liquidity requirements through our cash on hand and other liquid assets.
Our core technology is our proprietary solid electrolyte material, which replaces the liquid or gel electrolyte used in traditional lithium-ion batteries. We believe that our electrolyte material can improve driving range, battery life, safety performance, and battery costs.
Our core technology is a sulfide-based solid electrolyte material, which replaces the liquid or gel electrolyte used in traditional lithium-ion battery cells. We believe our electrolyte technology has the potential to enable a step-change improvement in battery cell performance beyond what is currently achievable in conventional lithium-ion battery cells, including improved energy density, battery life, and safety performance.
Critical Accounting Estimates Our discussion and analysis of financial condition and results of operations are based upon our financial statements included elsewhere or incorporated by reference in this Report. The preparation of our financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses.
The preparation of our financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. We base our estimates on past experience, technical analysis and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis.
Solid Power, Inc. | 2023 Form 10-K | 40 Table of Contents Cash provided by (used in) investing activities: Cash provided by investing activities increased from 2022 to 2023 primarily due to the net effect of increased purchase and sales of marketable securities, in addition to decreased capital expenditures for property, plant and equipment.
Solid Power, Inc. | 2024 Form 10-K | 38 Table of Contents Cash provided by (used in) financing activities: Cash used in financing activities increased $9.6 million from 2023 to 2024 primarily as a result of cash utilized for the repurchase of $9.07 million of our common stock under the stock repurchase program.
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We are also developing solid-state cells with our electrolyte, with the aim of commercializing our technology by selling our electrolyte material and licensing our cell designs. This approach is capital light, unlike other battery manufacturers who require significant production facilities and equipment. This strategy allows us to focus on our core strengths of electrolyte production and solid-state technology development.
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We are currently targeting the EV market due to the size and perceived demand for next generation battery technology but believe our technologies can have a broader application as they mature.
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We currently produce our electrolyte on a pilot manufacturing line, which is used in our cell development and for customer sampling. We currently develop our cells on our two pilot lines, producing multiple cell sizes to both support our partners and refine cell designs. Longer-term, we expect our pilot lines to focus on research and development.
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Results of Operations During the year ended December 31, 2024, we increased capital and operational investments centered on expanding our electrolyte capabilities and advancing our cell designs. Our most significant capital investment in 2024 was the EIC, which is designed to develop, improve, and test electrolyte manufacturing processes.
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Solid Power, Inc. | 2023 Form 10-K | 37 Table of Contents We have partnered with industry leaders BMW, Ford, and SK On and will continue to work closely with our partners to improve cell designs, produce electrolyte material, and commercialize our technology.
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Our operational investments were focused on the strategic enhancement of our research and development workforce, strengthening our presence in the Republic of Korea, as well as efforts to improve electrolyte and cell performance. Revenue We have entered into various collaborative arrangements for research and development efforts related to our technologies.
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Our products are currently in the development stage and require further research and improvement before we can commercialize our technology.
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In 2024, we generated revenue of $20.1 million, which represented a $2.7 million, or 16%, increase compared to our 2023 revenue of $17.4 million.
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Results of Operations The following table is a consolidated summary of our operating results for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ (in thousands) ​ 2023 2022 Change % Revenue ​ $ 17,410 ​ $ 11,789 ​ $ 5,621 ​ 48 % Operating Expenses ​ ​ ​ ​ ​ Direct costs ​ 27,731 ​ 9,592 ​ 18,139 189 % Research and development ​ 54,749 ​ 38,592 ​ 16,157 42 % Selling, general and administrative ​ 25,550 ​ 22,724 ​ 2,826 12 % Total operating expenses ​ 108,030 ​ 70,908 ​ 37,122 52 % Operating Loss ​ (90,620) ​ (59,119) ​ (31,501) 53 % Nonoperating Income and Expense ​ ​ ​ ​ ​ Interest income ​ 20,265 ​ 8,476 ​ 11,789 139 % Change in fair value of warrant liabilities ​ ​ 4,890 ​ ​ 40,903 ​ ​ (36,013) ​ (88) % Interest expense ​ (84) ​ (42) ​ (42) 100 % Total nonoperating income and expense ​ $ 25,071 ​ $ 49,337 ​ $ (24,266) (49) % Pretax Loss ​ ​ (65,549) ​ ​ (9,782) ​ ​ (55,767) ​ 570 % Income tax benefit ​ — ​ (227) ​ 227 NM ​ Net Loss Attributable to Common Stockholders ​ $ (65,549) ​ $ (9,555) ​ $ (55,994) 586 % Other Comprehensive Income (Loss) ​ 2,600 ​ (3,159) ​ 5,759 NM ​ Comprehensive Loss Attributable to Common Stockholders ​ $ (62,949) ​ $ (12,714) ​ $ (50,235) 395 % ​ NM = Not meaningful Solid Power, Inc. | 2023 Form 10-K | 38 Table of Contents The key factors driving our 2023 increase in operating loss were as follows: ● Revenue and direct costs – our overall revenue and related direct costs increased for the period as a result of additional performance under our JDAs and government contracts. ● Research and development – our research and development costs increased for the period primarily as a result of increased labor costs and material consumption as we expanded the development efforts of our battery cells and electrolyte material.
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This increase was driven primarily by our performance on the SK On Agreements, with strong execution on the line installation agreement and completion of key steps in the transfer of our technology, which together accounted for $11.8 million of our 2024 revenue.
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We expect our development costs to continue to increase as we continue to accelerate both the pace and scope of our development efforts. ● Selling, general, and administrative – our selling, general and administrative expenses increased for the period primarily due to additional use of outside professional services, additional planned hiring and workforce development associated with increasing our headcount to over 270 people, and enterprise resource planning system costs and implementation efforts . ● Operating expenses – non-cash stock-based compensation costs increased for the period across direct costs, research and development costs, and selling, general and administrative expenses related to our increased headcount. ● Nonoperating income – our nonoperating income decreased for the period primarily due to a lesser gain on fair value adjustment of warrant liabilities, partially offset by increased interest income related to strategic cash investment yields. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liquidity and Capital Resources Sources of Liquidity Our primary sources of cash have historically derived from the sale of equity, with a small portion coming from performance on commercial revenues and government contracts.
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We intend to continue executing on the SK On Agreements and anticipate an increase in revenue in 2025 as we achieve Solid Power, Inc. | 2024 Form 10-K | 36 Table of Contents milestones under the SK On Agreements.
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We also believe that we have adequate cash on hand for our $50 million stock repurchase program, which our Board approved in light of our strong cash position.
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The decrease in government revenue in 2024 was related to the completion of certain government grants in 2023 and the timing of entry into the Assistance Agreement with DOE.
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We expect cash flows used in operating activities to remain at these increased levels as we continue the pace and scope of our development efforts and work to achieve commercialization of our products.
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While there can be no assurance that we will continue to receive funding under our government contracts and grants in the amounts we expect or at all, government revenue may increase in 2025 compared to 2024 as we execute on the Assistance Agreement and begin facility engineering and construction of a pilot electrolyte line using a continuous manufacturing process. ​ Operating Expenses ​ Our operating expenses consist primarily of research and development costs focused on improving the performance of our electrolyte and cell designs.
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Capital expenditures were primarily for custom manufacturing equipment in connection with our expansion of electrolyte production capabilities. As our production processes are scaled in the future for commercialization, especially with respect to our electrolyte material, we expect capital expenditures to increase.
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In 2024, operating expenses were $125.5 million, an increase of $17.5 million compared to our operating expenses of $108.0 million in 2023. This increase was largely attributable to a 30% increase in electrolyte production in 2024 compared to 2023. This resulted in a corresponding increase to our production costs, such as materials, lab supplies, and hazardous waste removal.
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Cash provided by financing activities: Cash provided by financing activities for 2022 and 2023 were primarily related to the exercise of stock options and the sale of shares of common stock under the ESPP, partially offset by leased equipment payments. Off-Balance Sheet Arrangements We are not a party to any off-balance sheet arrangements, as defined under SEC rules.
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In 2025, we expect production costs to be consistent with 2024. Although we anticipate increasing electrolyte production in 2025, we intend to offset the increase in production cost with more favorable pricing on input materials and hazardous waste disposal.
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ASC Topic 718 requires all share-based awards to employees, including grants of employee stock options, restricted stock units, and shares purchased through the Under the provisions of ASC Topic 718, we determine the appropriate fair value model to be used for valuing share-based issuances and the amortization method for recording compensation cost, which can be impacted by the following assumptions: ​ ● expected term ● expected volatility ● expected dividend yield ● risk-free interest rate If we were to change any of these judgments or estimates, it could cause a material increase or decrease in the amount of stock-based compensation expense reported.
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The increase in operating expenses in 2024 also resulted from equipment purchases made in the performance of the SK On Agreements, which accounted for $8.2 million of our operating expenses in 2024.
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Solid Power, Inc. | 2023 Form 10-K | 41 Table of Contents ESPP to be recognized in the financial statements based on their fair values. ​ The grant date fair value of Legacy Solid Power’s common stock was historically determined by its board of directors with the assistance of management and an independent valuation. ​ ​ Collaborative Revenue Description Judgments and Uncertainties Effect if Results Differ From Assumptions ​ ​ ​ We recognize revenue from our research and development collaboration agreements representing joint operating activities in accordance with ASC Topic 808, Collaborative Arrangements.
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In 2025, we expect expenses associated with the execution of the SK On Agreements to increase in correlation with an increase in revenue as we achieve the next milestones under the SK On Agreements. Additionally, we had an increase in costs related to scaling our operations in the United States and the Republic of Korea in 2024.
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If we were to change our judgments or estimates, it could cause a material increase or decrease in the amount of revenue or deferred revenue that we report in a particular period. ​ ​ Leases ​ ​ Description Judgments and Uncertainties Effect if Results Differ From Assumptions ​ ​ ​ Under ASC 842, at contract inception we determine if an arrangement meets the definition of a lease, as either operating or financing leases.
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Overall, we expect operating expenses to increase in 2025 compared to 2024 as we continue to focus on our collaborative arrangements and research and development efforts. ​ Nonoperating Income and Expense ​ Our nonoperating income and expense consists of interest income earned on our investments, the non-cash change in our fair value of our warrant liabilities, and non-recurring expense items.
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At lease commencement, we record and recognize right-of-use assets for the lease liability amount and initial direct costs incurred, offset by lease incentives received. We record lease liabilities for the net present value of future lease payments over the lease term.
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In 2024, nonoperating income and expense was $10.1 million, a decrease of $15.0 million compared to our nonoperating income and expense of $25.1 million in 2023. This decrease was driven in part by the reduced cash balance of our investments in 2024, which resulted in a lower actual book return of our investments.
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The discount rate we use is generally our estimated incremental borrowing rate unless the lessor’s implicit rate is readily determinable.
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As a result, interest income in 2024 was $17.7 million, a decrease of $2.6 million compared to interest income of $20.3 million in 2023.
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We calculate discount rates periodically to estimate the rate we would pay to borrow the funds necessary Judgments made by management for our lease obligations include the determination of our incremental borrowing rate and the length of the lease term, which includes the determination of renewal options that are reasonably assured.
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The decrease in nonoperating income and expense was also due to a change in the fair value of our warrant liabilities that drove a year-over-year increase in expense of $9.4 million as well as a $2.0 million non-cash loss on the disposal of assets. ​ Liquidity and Capital Resources Sources of Liquidity The sale of equity has historically been our primary source of cash, with a smaller portion of cash coming from achievement of performance milestones under agreements with our partners and our government contracts.
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We use our estimated incremental borrowing rate in determining the present value of lease payments for purposes of determining lease classification and recording lease liabilities and lease assets on our consolidated balance sheets.
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As of December 31, 2024 and 2023, we had total liquidity as set forth below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ (in thousands) ​ 2024 2023 ​ Cash and cash equivalents ​ $ 25,413 ​ $ 34,537 ​ Available-for-sale securities ​ 302,057 ​ 381,071 ​ Total liquidity ​ $ 327,470 ​ $ 415,608 ​ ​ As of December 31, 2024, contract receivables were $1.4 million, deferred revenue was $3.2 million, and total current liabilities were $20.0 million.
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Our incremental borrowing rate is determined based on a synthetic credit rating, determined using a valuation model, adjusted to reflect a secured These judgments may produce materially different amounts of depreciation, amortization and rent expense, right-of-use assets, and lease liabilities than would be reported if different assumed lease terms were used.
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Longer-term, we believe we have adequate liquidity to support our operations until we generate adequate cash flows from electrolyte sales and/or licensing activities or we raise additional capital. We also believe that we have adequate cash on hand for our stock repurchase program should we choose to execute additional share repurchases.
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Solid Power, Inc. | 2023 Form 10-K | 42 Table of Contents Leases ​ ​ Description Judgments and Uncertainties Effect if Results Differ From Assumptions to obtain an asset of similar value, over a similar term, with a similar security. credit rating and a developed spread curve, if applicable, applied to a risk-free rate yield curve.
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The increase in cash used in operating activities was also due to increased direct equipment costs associated with execution of the SK On Agreements, with a portion of these costs reflected in Prepaid expenses and other current assets in the Consolidated Balance Sheets as of December 31, 2024.
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The lease term can affect the classification of a lease as finance or operating for accounting purposes, the amount of the lease liability and corresponding right-of-use lease asset recognized, the term over which related leasehold improvements for each facility are amortized and any rent holidays and/or changes in rental amounts for recognizing rent expense over the term of the lease. ​ Research and Development Description Judgments and Uncertainties Effect if Results Differ From Assumptions ​ ​ ​ Our Company is in the research and development phase.
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The increase in cash used in operating activities was partially offset by increased cash received from customers, with $21.1 million of cash received from customers in 2024 compared to $12.6 million of cash received from customers in 2023.
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Our product offering relies heavily on new technology currently undergoing development and does not yet meet standard specifications to be sold commercially. Therefore, all related costs are currently accounted for as part of research and development expense.
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Cash provided by investing activities: Cash provided by investing activities increased $21.7 million from 2023 to 2024 primarily due to increased proceeds from purchases and sales of available-for-sale securities, which provided $86.8 million of proceeds in 2024 compared to $77.6 million of proceeds in 2023.
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The criteria established by the Company to determine when commercialization has been reached includes the length of time the units have been operational in the field and the level of performance at which those units operate. As we transition from the research and development phase and into a full commercial phase, all inventoriable costs will be capitalized.
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The increase in cash provided by investing activities was partially offset by capital expenditures for construction of the EIC in 2024 and cash used for our investment in a strategic partner in the Republic of Korea.
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As of December 31, 2023, the criteria for commercialization have not yet been met. Research and development costs require us to make judgments regarding our progress toward commercialization. We routinely assess this progress to prepare for the change in cost treatment.
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Off-Balance Sheet Arrangements We are not a party to any off-balance sheet arrangements, as defined under SEC rules. Critical Accounting Estimates Our discussion and analysis of financial condition and results of operations are based on our financial statements included elsewhere or incorporated by reference in this Report.
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If we were to change our judgment regarding research and development costs or our progress toward commercialization, it could cause a material change in cost treatment. ​ ​ ​

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk We are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item. ​ Solid Power, Inc. | 2023 Form 10-K | 43 Table of Contents
Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk We are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item. ​ ​ Solid Power, Inc. | 2024 Form 10-K | 40 Table of Contents

Other SLDPW 10-K year-over-year comparisons