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): June 21, 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 June 21, 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. 5 to Joint Development Agreement, dated June 21, 2024 (“Amendment No. 5”). 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. 5, the Company and BMW agreed to (i) extend the term of the JDA to September 30, 2024 and (ii) revise the payment schedule under Amendment No. 4 to the JDA, effective November 1, 2022. 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. 5 is qualified in its entirety by the full text of Amendment No. 5, 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. 5 to Joint Development Agreement, effective June 21, 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: June 24, 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. 5
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"
This Amendment No. 5 to Joint Development Agreement (this “Amendment”), is effective as of latest signature date (the “Effective Date”), and is between Solid Power Operating, 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”, and together with Solid Power, the “Parties”). The Parties entered into a Joint Development Agreement on July 1, 2017 (“Original JDA”), which was subsequently amended on February 18, 2021 (“Amendment No. 1”), March 22, 2021 (“Amendment No. 2”), November 1, 2021 (“Amendment No. 3”), and November 1, 2022 (“Amendment No. 4,” and, collectively with the Original JDA, Amendment No. 1, Amendment No. 2, and Amendment No. 3, the “JDA”). The Parties desire that the JDA shall be amended as set forth in this Amendment.
Purpose: Solid Power and BMW are negotiating an amendment to the JDA to provide for, among other things, an updated statement of work and an extension of the JDA Project. Due to the JDA expiring on June 30, 2024, Solid Power and BMW desire to extend the JDA Project while the parties negotiate in good faith an extension to the JDA (“JDA Extension”). The purpose of this Amendment is to (i) extend the term of the JDA and (ii) revise the payment schedule within Section E of Annex 1 of Amendment No. 4.
| 1. | Section 8.1 of the Original JDA and Section 9 of Amendment No. 1 are each hereby deleted and replaced in their entirety with the following: |
Term. Except as otherwise provided in this Agreement, the JDA Project shall terminate on September 30, 2024.
| 2. | 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) (“Final Payment”). Solid Power and BMW agree that BMW shall pay Solid Power $4,425,000 as partial satisfaction of the Final Payment, which amount shall be paid to Solid Power by June 30, 2024. The remaining amount of $75,000 due for the Final Payment, which is still open as [* * *], shall be due on or before June 30, 2025 when [* * *]. This payment requirement will be included in the JDA Extension. |
ALL OTHER TERMS AND CONDITIONS IN THE JDA AND ANNEXES TO THE JDA 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 as of the Effective Date.
| Solid Power Operating, Inc. | BMW of North America, LLC | |
| /s/ John Van Scoter | /s/ Stefan J. Sedlmaier | |
| Signature | Signature | |
| John Van Scoter | Stefan J. Sedlmaier | |
| Printed Name | Printed Name | |
| President and Chief Executive Officer | Senior Battery Technology Expert | |
| 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 GroupTechnology Office USA | |
| Title | Title |