| PROSPECTUS SUPPLEMENT NO. 6 |
Filed Pursuant to Rule 424(b)(3) |
| (To Prospectus dated April 5, 2022) |
Registration No. 333-261711 |
89,684,845 Shares of Common Stock
7,666,667 Warrants
This prospectus supplement supplements the prospectus
dated April 5, 2022 (as supplemented to date, the “Prospectus”), which forms part of our Registration Statement on Form S-1
(No. 333-261711) for which Post-Effective Amendment No. 1 was filed with the Securities and Exchange Commission (the “SEC”)
on April 1, 2022 and declared effective by the SEC on April 5, 2022. This prospectus supplement is being filed to update the information
in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the SEC on July 18, 2022 (the “Current
Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus relates to the offer by us and the
resale by the Selling Securityholders (as defined in “Selling Securityholders” in the Prospectus) of up to: (i) 7,666,667
shares of common stock, par value $0.0001 per share, of Solid Power, Inc. (“Common Stock”) issuable upon the exercise of an
aggregate of 7,666,667 warrants held by Decarbonization Plus Acquisition Sponsor III LLC, a Delaware limited liability company (the “Sponsor”),
and certain former independent directors, each of which is exercisable at a price of $11.50 per share (collectively, the “Private
Placement Warrants”) and (ii) 11,666,636 shares of Common Stock issuable upon the exercise of 11,666,636 warrants, each of
which is exercisable at a price of $11.50 per share (the “Public Warrants”).
The Prospectus also relates to the resale from
time to time by the Selling Securityholders of up to: (i) 45,760,373 shares of Common Stock consisting of (a) an aggregate of
8,750,000 shares of Common Stock held by the Sponsor and certain former independent directors and (b) an aggregate of 37,010,373
shares of Common Stock beneficially owned by certain former stockholders of Solid Power Operating, Inc., (ii) an aggregate of 19,500,000
shares of Common Stock purchased at Closing (as defined in the Prospectus) by a number of subscribers pursuant to separate subscription
agreements, (iii) 5,091,169 shares of Common Stock issued to Douglas Campbell upon his exercise of options to purchase shares of
Common Stock and (iv) the 7,666,667 Private Placement Warrants.
Our Common Stock and Public Warrants are listed
on the Nasdaq Global Select Market under the symbols “SLDP” and “SLDPW,” respectively. On July 15, 2022, the closing
price of our Common Stock was $6.06 and the closing price for our Public Warrants was $1.15.
This prospectus supplement should be read in conjunction
with the Prospectus, which is to be delivered with this prospectus supplement. This prospectus supplement updates and supplements the
information included or incorporated by reference in the Prospectus. If there is any inconsistency between the information in the Prospectus
and this prospectus supplement, you should rely on the information in this prospectus supplement.
This prospectus supplement is not complete without,
and may not be delivered or utilized except in connection with, the Prospectus, including any supplements to it.
We are an “emerging growth company,”
as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements
for future filings.
Investing in our securities involves a high
degree of risk. In reviewing the Prospectus, you should carefully consider the matters described under the heading “Risk Factors”
beginning on page 8 of the Prospectus.
You should rely only on the information contained
in the Prospectus, this prospectus supplement or any prospectus supplements to the Prospectus. We have not authorized anyone to provide
you with different information.
Neither the SEC nor any state securities commission
has approved or disapproved of these securities or determined if the Prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
The date of this prospectus supplement is July
18, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
July 18, 2022
Solid
Power, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware |
|
001-40284 |
|
86-1888095 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
|
486
S. Pierce Avenue, Suite E
Louisville, Colorado |
|
80027 |
| (Address of principal executive offices) |
|
(Zip code) |
(303) 219-0720
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Common stock, par value $0.0001 per share |
|
SLDP |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 |
|
SLDPW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act
of 1934 (§ 240.12b-2).
Emerging growth company x
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective on July 18, 2022, the Board of Directors
(the “Board”) of Solid Power, Inc. (the “Company”) increased the size of the Board from eight directors to nine
directors and filled the newly created vacancy by appointing MaryAnn Wright as a director of the Company. The Board designated Ms. Wright
as a Class II director, to serve until the Company’s 2023 annual meeting of stockholders. Ms. Wright was also appointed to the Compensation
Committee of the Board.
Ms. Wright will be compensated in accordance with
the Company’s outside director compensation policy, which has previously been filed with the Securities and Exchange Commission
(the “SEC”). In addition, the Company and Ms. Wright entered into the Company’s standard indemnification agreement,
the form of which has previously been filed with the SEC.
There have been no transactions with the Company
and there are currently no proposed transactions with the Company that would be required to be disclosed under Item 404(a) of Regulation
S-K. No arrangement or understanding exists between Ms. Wright and any other person pursuant to which Ms. Wright was selected as a director
of the Company.
On July 18, 2022, the Company issued a press release
announcing Ms. Wright’s appointment to the Board. The full text of the press release is filed as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference. Internet addresses in the press release are for informational purposes only and are
not intended to be hyperlinks to other information of the Company.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
See the Exhibit index below, which is incorporated
herein by reference.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: July 18, 2022
| |
SOLID POWER, INC. |
| |
|
|
| |
By: |
/s/ James Liebscher |
| |
|
Name: James Liebscher |
| |
|
Title: Chief Legal Officer and Secretary |
Exhibit 99.1
Solid Power Appoints Seasoned Automotive Industry
Executive
MaryAnn Wright to Board of Directors
| – | Wright brings to the Solid Power board extensive experience in automotive industry as well as public company, leadership and energy
storage expertise |
LOUISVILLE, Colo., July 18, 2022 – Solid Power, Inc.
("Solid Power") (Nasdaq: SLDP), an industry-leading developer of all-solid-state battery cells for electric vehicles,
today announced its board of directors appointed MaryAnn Wright to the board, effective July 18, 2022, bringing the total number of board
members to nine.
Ms. Wright brings to the Solid Power board more than 30 years’
experience building successful, high-performing teams, primarily in the automotive industry. Ms. Wright spent the first 18 years of her
career at Ford Motor Company, where she served as Director, Sustainable Mobility Technologies and Hybrid Vehicle Programs. While
at Ford, she was also the Chief Engineer of the 2005 Ford Escape Hybrid, the industry’s first hybrid-electric SUV, and led the launch
of Ford’s first hydrogen-powered fuel cell fleet program. Most recently, Ms. Wright worked for Johnson Controls International PLC
(NYSE:JCI), where she held various leadership positions, including serving as Group Vice President of Engineering and Product Development.
In addition, Ms. Wright previously served as Vice President and General Manager for Johnson Controls Hybrid Systems and CEO of Johnson
Controls-Saft (JCS), where she established JCS as a leading global provider of advanced battery systems. Prior to joining Johnson Controls,
Ms. Wright served as Executive Vice President of Engineering, Product Development, Commercial and Program Management for Collins &
Aikman Corporation. Ms. Wright currently serves on the boards of directors of Group 1 Automotive, Inc. (NYSE:GPI), Micron Technology (Nasdaq:MU),
and Brunswick Corporation (NYSE:BC).
“We are excited to welcome MaryAnn to Solid Power’s board
of directors,” said David Jansen, Chairperson and President of Solid Power. “MaryAnn’s recognized leadership in the
automotive industry, and in particular her experience with public companies and energy storage technologies, make her a valuable addition
to our board.”
Ms. Wright will serve as an independent director and a member of the
board’s compensation committee.
About Solid Power
Solid Power is an industry-leading developer of all-solid-state rechargeable
battery cells for electric vehicles and mobile power markets. Solid Power replaces the flammable liquid electrolyte in a conventional
lithium-ion battery with a proprietary sulfide-based solid electrolyte. As a result, Solid Power's all-solid-state battery cells are
expected to be safer and more stable across a broad temperature range, provide an increase in energy density compared to the best available
rechargeable battery cells, enable less expensive, more energy-dense battery pack designs and be compatible with traditional lithium-ion
manufacturing processes. For more information, visit http://www.solidpowerbattery.com/.
Solid Power Contact Information
For Investors:
Kevin Paprzycki
Chief Financial Officer
1 (800) 799-7380
investors@solidpowerbattery.com
For Media:
Will McKenna
Marketing Communications Director
(720) 598-2877
press@solidpowerbattery.com
Website: www.solidpowerbattery.com
Twitter: https://twitter.com/SolidPowerInc
LinkedIn: https://www.linkedin.com/company/solid-power
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