SLDPW Solid Power Inc

 

 

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): September 30, 2024

 

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 ¨

 

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 1.01

Entry into a Material Definitive Agreement.

 

On September 30, 2024, Solid Power Operating, Inc., a wholly owned subsidiary of Solid Power, Inc. (collectively, the “Company”), and BMW of North America, LLC (“BMW”) entered into Amendment No. 6 to Joint Development Agreement (“Amendment No. 6”). The Company and BMW previously entered into a Joint Development Agreement, dated July 1, 2017 (as amended, the “JDA”). Pursuant to the terms of Amendment No. 6, the Company and BMW agreed to (i) extend the term of the JDA until the Company hits certain development milestones; provided that BMW will have termination rights in certain circumstances beginning on December 31, 2025, and (ii) revise certain deliverables and the timing to achieve various milestones and development targets and confirm cell performance requirements. BMW Holding B.V., an affiliate of BMW, has the right to nominate a director for election to the Company’s board of directors (the “Board”) as well as the right to designate an individual to attend meetings of the Board and its committees in a non-voting, observer capacity.

 

The foregoing description of Amendment No. 6 is qualified in its entirety by the full text of Amendment No. 6, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)   Exhibits.

 

See the Exhibit index below, which is incorporated herein by reference.

 

Exhibit No.		Description
10.1±		Amendment No. 6 to Joint Development Agreement, effective September 30, 2024, between Solid Power Operating, Inc. and BMW of North America, LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

±         Certain portions of this exhibit have been omitted in accordance with Regulation S-K Item 601. The Company agrees to furnish an unredacted copy of the exhibit to the SEC upon request.

 

 

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: October 1, 2024

 

	SOLID POWER, INC.
	By:	/s/ James Liebscher
		Name: James Liebscher
		Title:   Chief Legal Officer and Secretary

 

 

 

Exhibit 10.1

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE
EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT
THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES
THAT INFORMATION HAS BEEN REDACTED.

 

AMENDMENT NO. 6

 

to

 

JOINT DEVELOPMENT AGREEMENT

 

between

 

BMW OF NORTH AMERICA, LLC

 

300 Chestnut Ridge Road

 

Woodcliff Lake, NJ 07677

 

USA

 

hereinafter referred to as "BMW"

 

and

 

SOLID POWER OPERATING, INC.

 

486 S. Pierce Ave., Suite E

 

Louisville, CO 80027

 

USA

 

hereinafter referred to as "Solid Power"

 

 

The Joint Development Agreement (“Agreement” or “JDA”) entered into as of July 1, 2017 and amended on February 18, 2021 (“Amendment No. 1”), March 22, 2021 (“Amendment No. 2”), November 01, 2021 (“Amendment No. 3”), November 01, 2022 (“Amendment No. 4”) and June 21, 2024 (“Amendment No. 5”, and together with the JDA, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, and Amendment No. 5 the “Previously Amended JDA”) by and between Solid Power Operating, Inc. (f/k/a Solid Power, Inc.), with a principal place of business at 486 S. Pierce Ave., Suite E, Louisville, CO 80027, USA (“Solid Power”), and BMW of North America, LLC, a Delaware limited liability company with a principal place of business at 300 Chestnut Ridge Road, Woodcliff Lake, NJ 07677, USA (“BMW”), collectively the “Parties”, shall be amended as set forth in this amendment (“Amendment No. 6”) to the JDA.

 

Purpose: The purpose of this Amendment No. 6 to the Joint Development Agreement dated July 1, 2017 between BMW and Solid Power and in accordance with section 2.8 of Amendment No. 1 and the extension of the contract with Amendment No. 5 is: 1) to further extend the timeframe of the JDA and, 2) to update the previous Amendments, relating to a) Cell Development (“Amendment No. 1” and “Amendment No. 3”), b) Definition of the long-term development cooperation for the industrialization of Solid Power’s solid-state battery technology (“Amendment No. 2”), and c) the Know-How Transfer (“Amendment No. 4”). For the avoidance of doubt, the overall goal of the JDA, to develop a competitive solid-state battery technology that can be used in an automotive application remains unchanged (see Annex 1 in “Amendment No. 1”) and no extended scope is defined with this Amendment No. 6.

 

The terms and conditions of the Previously Amended JDA remain unchanged and in full force and effect except as expressly amended by this Amendment No. 6. This Amendment No. 6 shall not establish any additional terms or amend existing terms unless explicitly stated, and only update and detail the scope that has already been agreed between the parties.

 

The parties agree to amend the Agreement as follows effective as of September 30, 2024 (“Effective Date”).

 

AMENDMENTS TO THE MAIN BODY OF THE JDA AND ITS AMENDMENTS.

 

1. Section 8.1 of the “JDA” as previously rephrased by Section 9 of the “Amendment No. 1” and Section 1 of the “Amendment No. 5” is hereby rephrased as follows:

 

Term. Except as otherwise provided in this Agreement, the JDA Project shall terminate [* * *] months after the [* * *].

 

However, in addition to the termination rights according to Section 8.2 of the JDA, BMW shall have the right, but not the obligation, to terminate the JDA Project with immediate effect without any notice period

 

(i) on or any time after December 31, 2025 if [* * *] have not been achieved or continue to be not achieved by that date according to BMW’s unilateral decision; or

 

 

(ii) [* * *] months after the [* * *].

 

For the avoidance of doubt, the before mentioned term shall also apply with respect to Section 11 of Amendment No. 4.

 

2. Section 11.6 of the “JDA” as previously rephrased by Section 10 of the “Amendment No. 1” is hereby rephrased as follows:

 

Notices. All notices, communications, requests, demands, consents and the like required or permitted under this Agreement will be in writing and will be deemed given and received.

 

(a) when delivered personally,

 

(b) when sent by confirmed email,

 

(c) seven (7) days after having been duly mailed by first class, registered or certified mail, postage prepaid, or

 

(d) one (1) business day after deposit with a commercial overnight carrier. All notices will be addressed to the attention of the receiving party at the addresses specified below, or to such other address as the receiving party may have furnished to the other by a proper notice.

 

If to Solid Power:	If to BMW:
Solid Power Operating, Inc.	BMW Group Technology Office USA
486 S. Pierce Ave., Suite E	2606 Bayshore Parkway
Louisville, CO 80027	Mountain View, CA 94043
Attn: Legal Department	Attn: [* * *]
Email: [* * *]	Phone: [* * *]

 

	With a copy to: BMW of North America, LLC
	300 Chestnut Ridge Road
	Woodcliff Lake, NJ 07677
	Attention: Vice President – Legal & General Councel
	Email: [* * *]

 

3. Section 3.3 of the “Amendment No. 4” is hereby clarified as follows:

 

The parties agree that the updates mentioned in Section 3.3 also cover, to the extent not prohibited by other contractual arrangements, [* * *].

 

4. Section 4.1 of the “Amendment No. 4” is hereby amended as follows:

 

The date by which Solid Power and BMW shall enter into a non-exclusive sulfide solid electrolyte material supply agreement for the solid-state prototype line of BMW is changed to [* * *].

 

5. To Section 10. of the “Amendment No. 4” the following language is added:

 

Each Party will comply with any applicable export control requirements imposed by United States law with work performed under this Agreement. With regard to its provision of goods or performance of work under this Agreement, Solid Power will not directly or indirectly provide, export, re-export, transfer, or release, or cause to be provided, exported or re-exported (“Export”), any products, software, and/or technology to any destination or entity, whether US or foreign, that is prohibited or restricted under US law (including, but not limited to, US government embargoed or sanctioned countries or entities), unless it obtains prior to Export an authorization from the applicable US government agency either in writing or as provided by applicable regulation. Supplier will require compliance with the foregoing conditions by any of its Subcontractors, and Supplier will be responsible for any failure to comply with such conditions by its Subcontractors. The terms of this Export compliance assurance shall survive and continue in effect upon termination of the Agreement. Both Parties agree to indemnify, defend, and hold harmless the other Party from any and all liabilities arising from any violation of any US export control laws or regulations.

 

 

AMENDMENTS TO THE ANNEXES.

 

1. The Annexes to the JDA as replaced in “Amendment No. 1” as listed below are hereby replaced in their entirety as attached to this Amendment No. 6:

 

Annex 1: JDA Automotive Product Specification

Annex 2: Statement of Work

Annex 4: Tender dates and subsequent dates and steps

Annex 5: Intended yearly volume

 

2. Section 2 of the Annex 1 to “Amendment No. 2” is hereby amended as follows:

 

[* * *]

 

3. Section B of Annex 1 of the Amendment No. 4 is hereby amended as follows:

 

ii)

Pricing as well as [* * *] will be negotiated in good faith before [* * *]. Supply of electrolyte to commence upon commissioning of the BMW Pilot Line.

 

iii)

Solid Power will provide electrolyte material as referenced in Section 4.1 of the Amendment No.4 with the composition and specifications of [* * *]. Specifications for the [* * *] electrolyte are contained in Table 1 below. Modifications to the [* * *] electrolyte are requested by BMW and the specifications are enumerated in Table 2 below. These specifications will be discussed and implemented based on [* * *]. The initial specification and mutually agreed upon modifications to the initial specification will be the basis for negotiating the electrolyte requirements as referenced in Section 4.2 of the Amendment No. 4).

 

Table 1: Solid Power’s [* * *] electrolyte material specifications.

 

	Material Characteristic	Specification Value and Condition	Analytical methods
1. Product Specifications
1.1	[* * *]	[* * *]
1.2	[* * *]	[* * *]	[* * *]
1.3	[* * *]	[* * *]	[* * *]
1.4	[* * *]	[* * *]
1.5	[* * *]	[* * *]	[* * *]
1.6	[* * *]	[* * *]	[* * *]
1.7	[* * *]	[* * *]	[* * *]
1.8	[* * *]	[* * *]	[* * *]
1.9	[* * *]	[* * *]
1.10	[* * *]	[* * *]	[* * *]
2. Production-specific Specifications
2.1	[* * *]	[* * *]
2.2	[* * *]	[* * *]	[* * *]
2.3	[* * *]	[* * *]
2.4	[* * *]	[* * *]
2.5	[* * *]	[* * *]

 

 

Table 2: Initial sulfide solid electrolyte material specifications.

 

	Material Characteristic	Specification Value and Condition	Analytical methods
1. Product Specifications
1.1	[* * *]	[* * *]	[* * *]
1.2	[* * *]	[* * *]	[* * *]
1.3	[* * *]	[* * *]	[* * *]
1.4	[* * *]	[* * *]
1.5	[* * *]	[* * *]	[* * *]
1.6	[* * *]	[* * *]	[* * *]
1.7	[* * *]	[* * *]	[* * *]
1.8	[* * *]	[* * *]	[* * *]
1.9	[* * *]	[* * *]	[* * *]
1.10	[* * *]	[* * *]	[* * *]
2. Production-specific Specifications
2.1	[* * *]	[* * *]	[* * *]
2.2	[* * *]	[* * *]	[* * *]
2.3	[* * *]	[* * *]	[* * *]
2.4	[* * *]	[* * *]	[* * *]
2.5	[* * *]	[* * *]	[* * *]
3. Logistics and Analytics Data sheet
3.1	[* * *]	[* * *]	[* * *]
3.2	[* * *]	[* * *]	[* * *]
3.3	[* * *]	[* * *]	[* * *]

 

4. Section C of Annex 1 to the “Amendment No. 4” is amended as follows:

 

[* * *]

 

5. Section C of Annex 1 to the “Amendment No. 4” is hereby amended as follows:

 

[* * *]

 

6. Section E of Annex 1 to “Amendment No.4” is hereby amended as follows:

 

For the avoidance of doubt, the parties agree that the project extension agreed with this Amendment No. 5 requires no further monetary compensation.

 

It is hereby clarified that all compensations included within Amendment No. 4 have been, or will be settled by June 30, 2024 except for the final payment of $4,500,000 (January 1, 2024 – June 30, 2024) which have been, or will be only partially completed with a remaining amount of $75,000 which is still open as [* * *]. The parties agree that the remaining amount of $75,000 is due on or before the end of Q2 2025 and when [* * *].

 

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED AND IN FULL FORCE AND EFFECT.

 

 

IN WITNESS WHEREOF, each of the parties has caused its duly authorized representative to execute this Amendment No. 6 to the Agreement as of the Effective Date.

 

Solid Power Operating, Inc.		BMW of North America, LLC
/s/ John Van Scoter		/s/ Jan Becker
Signature		Signature
John Van Scoter		Jan Becker
Printed Name		Printed Name
President and Chief Executive Officer		Manager E-Mobility Lab
Title		Title
/s/ Derek Johnson		/s/ Claus Dorrer
Signature		Signature
Derek Johnson		Claus Dorrer
Printed Name		Printed Name
Chief Operating Officer		VP Head of BMW Group Technology Office USA
Title		Title

 

 

Annex 1

 

[* * *]

 

Annex 2

 

[* * *]

 

Annex 4

 

[* * *]

 

Annex 5

 

[* * *]

 

 

v3.24.3

Cover	Sep. 30, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Entity File Number	001-40284
Entity Registrant Name	Solid Power, Inc.
Entity Central Index Key	0001844862
Entity Tax Identification Number	86-1888095
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	486 S. Pierce Avenue
Entity Address, Address Line Two	Suite E
Entity Address, City or Town	Louisville
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80027
City Area Code	303
Local Phone Number	219-0720
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	SLDP
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50
Trading Symbol	SLDPW
Security Exchange Name	NASDAQ

---