UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On September 5, 2025, Solid Power, Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Oppenheimer & Co. Inc., serving as agent (“Oppenheimer”), with respect to an at-the-market offering program under which the Company may offer and sell, from time to time, shares of its common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $150.0 million (the “Shares”) through Oppenheimer (the “Offering”). Any Shares offered and sold in the Offering will be issued pursuant to the Company’s Registration Statement on Form S-3ASR filed with the Securities and Exchange Commission (the “SEC”) on September 5, 2025, the base prospectus contained therein, and the prospectus supplement relating to the Offering filed with the SEC on September 5, 2025.
Oppenheimer may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made through The Nasdaq Stock Market LLC (“Nasdaq”) or on any other existing trading market for the Common Stock. The Company has no obligation to sell any Shares and may at any time suspend offers under or terminate the Distribution Agreement in accordance with its terms. Oppenheimer is not required to sell any specific number or dollar amount of Shares but will use commercially reasonable efforts to sell the Shares from time to time consistent with its normal sales practices and applicable federal rules and regulations and Nasdaq rules, based on instructions from the Company (including any price, time, or size limits or other customary parameters or conditions the Company may impose). The Company will pay Oppenheimer a commission of up to 3.0% of the gross sales proceeds of any Shares sold under the Distribution Agreement and has provided Oppenheimer with customary indemnification and contribution rights, including for liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended. The Company also will reimburse Oppenheimer for certain specified expenses in connection with entering into the Distribution Agreement, as well as certain specified expenses on a quarterly basis.
The foregoing description of the Distribution Agreement is not complete and is qualified in its entirety by reference to the full text of the Distribution Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. A copy of the opinion of Polsinelli PC relating to the legality of the issuance and sale of the Shares in the Offering is attached as Exhibit 5.1 hereto.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 1.1 | Equity Distribution Agreement, dated September 5, 2025, by and between Solid Power, Inc. and Oppenheimer & Co. Inc. | |
| 5.1 | Opinion of Polsinelli PC. | |
| 23.1 | Consent of Polsinelli PC (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: September 5, 2025
| SOLID POWER, INC. | ||
| By: | /s/ Linda Heller | |
| Name: Linda Heller | ||
| Title: Chief Financial Officer, Treasurer, and Secretary | ||