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): December 1, 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 1.01 | Entry into a Material Definitive Agreement. |
Effective December 1, 2022 (the “Effective Date”), Solid Power Operating, Inc., a wholly owned subsidiary of Solid Power, Inc. (the “Company”), entered into a Second Amendment (the “Second Amendment”) to that certain Lease Agreement by and between the Company and Red Pierce, LLC (the “Landlord”), dated November 29, 2016, as amended (the “Original Lease” and, as amended by the Second Amendment, the “Site 1 Master Lease”). Pursuant to the Original Lease, the Company currently leases 19,195 square feet of rentable space from the Landlord at a facility in Louisville, Colorado. The Company is also currently occupying an additional 9,645 square feet of rentable space (the “Suite D Premises”) at this facility. Prior to the Effective Date, the Company subleased the Suite D Premises from a third-party pursuant to a separate sublease agreement (the “Sublease Agreement”). As further described below, in connection with the Second Amendment, the Suite D Premises have been added to the Site 1 Master Lease; as a result, the Sublease Agreement was terminated on the Effective Date by mutual agreement of the parties.
The Second Amendment, among other things, (i) expands the Company’s leased premises under the Site 1 Master Lease to include the Suite D Premises, resulting in the Company leasing approximately 29,000 square feet of rentable space from the Landlord at the Louisville, Colorado facility pursuant to the Site 1 Master Lease; (ii) extends the initial term of the Site 1 Master Lease from September 6, 2024 to September 6, 2029; and (iii) provides for monthly rent payments of approximately $33,310, commencing on the Effective Date until September 6, 2023, subject to yearly increases thereafter as specified in the Second Amendment. Except as otherwise described above, all other material terms and conditions of the Original Lease remain in full force and effect.
The Louisville, Colorado facility, including the Suite D Premises, will continue to serve as the Company’s corporate headquarters and the Company intends to continue using this facility primarily for research and development, manufacturing and quality control purposes.
The foregoing description of the Second Amendment is qualified in its entirety by the full text of the Second Amendment, 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.
| Exhibit No. |
Description | |
| 10.1± | Second Amendment to Lease Agreement by and between the Company and Red Pierce, LLC, dated December 1, 2022. | |
| 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: December 2, 2022
| 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) CONFIDENTIAL. [ * * * ] INDICATES THAT INFORMATION HAS BEEN REDACTED.
SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of the date of Landlord’s signature below (the “Amendment Effective Date”), by and between Red Pierce, LLC, an Ohio limited liability company (“Landlord”), and Solid Power Operating, Inc., a Colorado corporation (“Tenant”).
WITNESSETH:
WHEREAS, Landlord and Tenant entered into a “Lease Agreement” dated November 29, 2016, as amended by “Amendment to Lease” dated December 5, 2017 (collectively, the “Lease"), wherein Landlord leases to Tenant the Premises (as defined in the Lease) commonly known as Suite E, which is 19,195 rentable square feet of 486 S. Pierce Avenue, Louisville, Colorado 80027; and
WHEREAS, Landlord and Tenant desire to modify the terms of the Lease pursuant to the terms of this Amendment.
NOW, THEREFORE, for good, valuable, and sufficient consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree that such Lease shall be and is hereby amended and modified as follows.
| 1. | DEFINED TERMS: Any capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them under the Lease, unless the context herein otherwise expressly requires. |
| 2. | ADDITION OF SUITE D: As of the Amendment Effective Date, the Premises will be expanded to add what is stipulated to be 9,645 rentable square feet in the portion of the Building commonly referred to as “Suite D.” Attached hereto as Schedule 1 is an illustration of Suite D, such schedule being incorporated herein by reference. For the avoidance of doubt, the Option to Extend in the Lease (Exhibit E), as applicable, shall apply to Suites D and E together (and neither suite without the other). |
| 3. | BUILDING; Tenant’s Share: “Building” means the building consisting of 62,326 rentable square feet on the Property. With the addition of Suite D, the Premises shall constitute 28,840 square feet, and Tenant’s Share shall thus be increased, as of the Amendment Effective Date, to 46.27%. |
| 4. | EXTENSION OF TERM; EXPIRATION DATE: Reference to eighty-six (86) months for the Term and Expiration Date is hereby replaced with one hundred forty-six (146) months, with the Expiration Date being 11:59 pm on September 6, 2029. |
| 5. | BASE RENT: Base Rent during the remainder of the Term shall be due and payable by Tenant in amounts per the below Base Rent schedule: |
| Page 1 of 2 |
| Lease Months | Lease Dates | Annual Rate Per Square Foot | Base Rent Per Month | |||||||
| Remainder of Lease Year 6 | Amendment Effective Date – 09/06/2023 | $ | 13.86 | $ | 33,310.20 | * | ||||
| Lease Year 7 | 09/07/2023 – 09/06/2024 | $ | 14.28 | $ | 34,319.60 | |||||
| Lease Year 8 | 09/07/2024 – 09/06/2025 | $ | 14.78 | $ | 35,520.79 | |||||
| Lease Year 9 | 09/07/2025 – 09/06/2026 | $ | 15.30 | $ | 36,764.01 | |||||
| Lease Year 10 | 09/07/2026 – 09/06/2027 | $ | 15.83 | $ | 38,050.75 | |||||
| Lease Year 11 | 09/07/2027 – 09/06/2028 | $ | 16.39 | $ | 39,382.53 | |||||
| Lease Year 12 | 09/07/2028 – 09/06/2029 | $ | 16.96 | $ | 40,760.92 | |||||
*If the first lease month as of the Amendment Effective Date is less than 30 days, such Rent shall be calculated on a per day basis, with such Base Rent and Additional Rent (Tenant’s Share) existing immediately before the Amendment Effective Date being applied to each day of such lease month prior to the Amendment Effective Date.
| 6. | RESTORATION AGREEMENT: Simultaneous with execution hereof, the parties shall execute a restoration agreement in the form and substance attached hereto as Schedule 2 (the “Restoration Agreement”), the terms of which are of material consideration for this Amendment. |
| 7. | OTHER TERMS REMAIN UNCHANGED: All remaining terms and conditions of the Lease will remain in full force and effect, except as modified by this Amendment. |
| 8. | BINDING ON SUCCESSORS AND ASSIGNS: All the covenants and agreements of the parties herein above contained shall apply to and bind the parties, their agents, successors, and assigns. |
| 9. | COUNTERPARTS; ELECTRONIC MEANS: This Amendment may be executed in multiple counterparts, each of which shall be deemed an original agreement and both of which shall constitute one and the same agreement. The counterparts of this Amendment may be executed and delivered by facsimile or other electronic signature (including portable document format) by either of the parties and the receiving party may rely on the receipt of such document so executed and delivered electronically or by facsimile as if the original had been received. |
[Signature Page(s) Follow]
[Remainder of Page Intentionally Blank]
| Page 2 of 2 |
This Amendment is entered into by and between the following parties as of the Amendment Effective Date.
| LANDLORD: | |||
| Red Pierce, LLC | |||
| By: | /s/ John Comunale | ||
| Name: | John Comunale | ||
| Its: | Manager | ||
| Date: | 12/1/2022 | ||
| TENANT: | |||
| Solid Power Operating, Inc. | |||
| a Colorado corporation | |||
| By: | /s/ Kevin Paprzycki | ||
| Name: | Kevin Paprzycki | ||
| Its: | CFO | ||
Signature Page(s) to Second Amendment to Lease
Schedule 1 – Suite D
[ * * * ]
Schedule 2 – Restoration Agreement
[ * * * ]