Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Entity File Number | 001-40284 | |
Entity Registrant Name | SOLID POWER, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1888095 | |
Entity Address, Address Line One | 486 S. Pierce Ave., 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 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 0 | |
Entity Central Index Key | 0001844862 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Stock | ||
Document and Entity Information | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | SLDP | |
Security Exchange Name | NASDAQ | |
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 | ||
Document and Entity Information | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 | |
Trading Symbol | SLDPW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 97,700 | $ 513,447 |
Marketable securities | 270,839 | 75,885 |
Contract receivables | 3,301 | 829 |
Prepaid expenses and other current assets | 2,444 | 4,216 |
Total current assets | 374,284 | 594,377 |
Property, Plant and Equipment, net | 74,381 | 22,082 |
Right-Of-Use Operating Lease Asset, net | 7,181 | |
Right-Of-Use Financing Lease Asset, net | 800 | |
Other Assets | 1,178 | 602 |
Long-term Investments | 139,034 | |
Intangible Assets, net | 921 | 619 |
Total assets | 597,779 | 617,680 |
Current Liabilities | ||
Accounts payable | 9,946 | 4,326 |
Current portion of long-term debt | 24 | 120 |
Deferred revenue | 200 | 500 |
Accrued and other current liabilities: | ||
Accrued compensation | 2,905 | 1,151 |
Other accrued liabilities | 1,157 | 2,269 |
Operating lease liabilities, short-term | 691 | |
Financing lease liabilities, short-term | 231 | |
Total current liabilities | 15,154 | 8,366 |
Long-term Debt | 2 | 10 |
Operating Lease Liabilities, Long-Term | 7,134 | |
Financing Lease Liabilities, Long-Term | 545 | |
Warrant Liabilities | 21,837 | 50,020 |
Other Long-term Liabilities | 393 | |
Deferred Taxes | 156 | 226 |
Total liabilities | 44,828 | 59,015 |
Stockholders' Equity | ||
Common stock, $0.0001 par value; 2,000,000,000 shares authorized; 175,741,566 and 167,557,988 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 18 | 17 |
Additional paid in capital | 575,381 | 568,183 |
Accumulated other comprehensive loss | (3,837) | |
Accumulated deficit | (18,611) | (9,535) |
Total stockholders' equity | 552,951 | 558,665 |
Total liabilities and stockholders' equity | $ 597,779 | $ 617,680 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Condensed Consolidated Balance Sheets | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares outstanding | 175,741,566 | 167,557,988 |
Common stock, shares issued | 175,741,566 | 167,557,988 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) | ||||
Revenue | $ 2,813 | $ 628 | $ 7,591 | $ 1,669 |
Operating expenses | ||||
Direct costs | 3,544 | 709 | 8,561 | 1,764 |
Research and development | 9,710 | 4,400 | 24,811 | 10,709 |
Marketing and sales | 864 | 729 | 2,615 | 1,819 |
General and administrative | 4,294 | 3,271 | 13,212 | 6,200 |
Total operating expenses | 18,412 | 9,109 | 49,199 | 20,492 |
Operating loss | (15,599) | (8,481) | (41,608) | (18,823) |
Non-operating income (expense) | ||||
Interest income | 1,777 | 18 | 2,713 | 27 |
Interest expense | (12) | (32) | (22) | (374) |
Other income (expense) | 1,351 | (2) | 1,587 | (3,102) |
Change in fair value of warrant liabilities | 0 | 28,183 | ||
Loss from change in fair value of embedded derivative liability | (2,680) | |||
Total non-operating income (expense) | 3,116 | (16) | 32,461 | (6,129) |
Pretax loss | (12,483) | (8,497) | (9,147) | (24,952) |
Income tax expense (benefit) | (84) | (47) | (71) | (88) |
Net loss | (12,399) | (8,450) | (9,076) | (24,864) |
Other comprehensive loss | (2,546) | (3,837) | ||
Comprehensive loss attributable to common stockholders | $ (14,945) | $ (8,450) | $ (12,913) | $ (24,864) |
Net loss per share - Basic | $ (0.07) | $ (0.08) | $ (0.05) | $ (0.28) |
Net loss per share - Diluted | $ (0.07) | $ (0.08) | $ (0.05) | $ (0.28) |
Weighted average shares outstanding - Basic | 175,025,984 | 102,389,770 | 173,859,649 | 87,258,952 |
Weighted average shares outstanding - Diluted | 175,025,984 | 102,389,770 | 173,859,649 | 87,258,952 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Common stock Series A-1 redeemable preferred stock | Common stock | Additional Paid-in Capital Series A-1 redeemable preferred stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Series A-1 redeemable preferred stock | Total |
Balance at the beginning at Dec. 31, 2020 | $ 7 | $ 31,492 | $ (27,627) | $ 3,872 | ||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 69,885,043 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | (16,414) | (16,414) | ||||||
Beneficial conversion feature on convertible debt | 4,875 | 4,875 | ||||||
Redemption of Series A-1 redeemable preferred stock | $ (6,041) | $ (6,041) | ||||||
Redemption of Series A-1 redeemable preferred stock (in shares) | (1,065,432) | |||||||
Issuance of redeemable preferred stock | $ 3 | 140,436 | 140,439 | |||||
Issuance of redeemable preferred stock (in shares) | 27,930,998 | |||||||
Stock options exercised | 70 | 70 | ||||||
Stock options exercised (in shares) | 778,817 | |||||||
Warrants exercised | 15 | 15 | ||||||
Warrants exercised (in shares) | 4,731,542 | |||||||
Stock-based compensation expense | 217 | 217 | ||||||
Balance at the end at Jun. 30, 2021 | $ 10 | 171,064 | (44,041) | 127,033 | ||||
Balance at the end (in shares) at Jun. 30, 2021 | 102,260,968 | |||||||
Balance at the beginning at Dec. 31, 2020 | $ 7 | 31,492 | (27,627) | 3,872 | ||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 69,885,043 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | (24,864) | |||||||
Stock options exercised (in shares) | 1,005,375 | |||||||
Balance at the end at Sep. 30, 2021 | $ 10 | 171,853 | (52,491) | 119,373 | ||||
Balance at the end (in shares) at Sep. 30, 2021 | 102,487,526 | |||||||
Balance at the beginning at Jun. 30, 2021 | $ 10 | 171,064 | (44,041) | 127,033 | ||||
Balance at the beginning (in shares) at Jun. 30, 2021 | 102,260,968 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | (8,450) | (8,450) | ||||||
Stock options exercised | 32 | 32 | ||||||
Stock options exercised (in shares) | 226,558 | |||||||
Stock-based compensation expense | 758 | 758 | ||||||
Balance at the end at Sep. 30, 2021 | $ 10 | 171,853 | (52,491) | 119,373 | ||||
Balance at the end (in shares) at Sep. 30, 2021 | 102,487,526 | |||||||
Balance at the beginning at Dec. 31, 2021 | $ 17 | 568,183 | (9,535) | 558,665 | ||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 167,557,988 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | 3,323 | 3,323 | ||||||
Transaction fees | (12) | (12) | ||||||
Stock options exercised | 433 | 433 | ||||||
Stock options exercised (in shares) | 6,869,144 | |||||||
Stock-based compensation expense | 3,910 | 3,910 | ||||||
Unrealized loss on marketable securities | $ (1,291) | (1,291) | ||||||
Withholding of Employee taxes related to stock-based compensation | (58) | (58) | ||||||
Shares issued for the vesting of restricted stock units (in shares) | 20,672 | |||||||
Balance at the end at Jun. 30, 2022 | $ 17 | 572,456 | (6,212) | (1,291) | 564,970 | |||
Balance at the end (in shares) at Jun. 30, 2022 | 174,447,804 | |||||||
Balance at the beginning at Dec. 31, 2021 | $ 17 | 568,183 | (9,535) | 558,665 | ||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 167,557,988 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | (9,076) | |||||||
Stock options exercised (in shares) | 8,162,906 | |||||||
Balance at the end at Sep. 30, 2022 | $ 18 | 575,381 | (18,611) | (3,837) | 552,951 | |||
Balance at the end (in shares) at Sep. 30, 2022 | 175,741,566 | |||||||
Balance at the beginning at Jun. 30, 2022 | $ 17 | 572,456 | (6,212) | (1,291) | 564,970 | |||
Balance at the beginning (in shares) at Jun. 30, 2022 | 174,447,804 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | (12,399) | (12,399) | ||||||
Stock options exercised | $ 1 | 337 | 338 | |||||
Stock options exercised (in shares) | 1,293,762 | |||||||
Stock-based compensation expense | 2,588 | 2,588 | ||||||
Unrealized loss on marketable securities | (2,546) | (2,546) | ||||||
Balance at the end at Sep. 30, 2022 | $ 18 | $ 575,381 | $ (18,611) | $ (3,837) | $ 552,951 | |||
Balance at the end (in shares) at Sep. 30, 2022 | 175,741,566 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities | ||
Net loss | $ (9,076) | $ (24,864) |
Adjustments to reconcile net loss to net cash and cash equivalents from operating activities: | ||
Depreciation and amortization | 3,437 | 1,673 |
Amortization of right-of-use assets | 51 | |
Loss on sale of property, plant and equipment | 4 | 4 |
Stock compensation expense | 6,498 | 975 |
Deferred taxes | (71) | (88) |
Change in fair value of warrant liabilities | (28,183) | |
Amortization of premiums and accretion of discounts on marketable securities | (1,170) | |
Accrued interest on convertible notes payable to be paid in kind | 263 | |
Loss from change in fair value of embedded derivative liability | 2,680 | |
Changes in operating assets and liabilities that provided (used) cash and cash equivalents: | ||
Contract receivables | (2,473) | (365) |
Prepaid expenses and other assets | 2,101 | (876) |
Accounts payable | (2,215) | 1,070 |
Deferred revenue | (300) | 20 |
Accrued and other liabilities | 719 | 1,530 |
Operating lease liability | 192 | (55) |
Net cash and cash equivalents used in operating activities | (30,486) | (18,033) |
Cash Flows from Investing Activities | ||
Purchases of property, plant and equipment | (47,915) | (6,573) |
Purchase of marketable securities and long-term investments | (448,757) | |
Proceeds from sales of marketable securities | 111,198 | |
Purchases of intangible assets | (308) | (189) |
Net cash and cash equivalents used in investing activities | (385,782) | (6,762) |
Cash Flows from Financing Activities | ||
Proceeds from debt | 957 | |
Payments of debt | (104) | (1,883) |
Proceeds from issuance of convertible note payable | 4,875 | |
Proceeds from exercise of common stock options | 771 | 102 |
Proceeds from exercise of common stock warrants | 15 | |
Proceeds from issuance of Series B preferred stock | 135,579 | |
Preferred stock issuance costs | (4,511) | |
Redemption of preferred stock | (6,041) | |
Cash paid for withholding of employee taxes related to stock-based compensation | (58) | |
Payments on finance lease liability | (76) | |
Transaction costs | (12) | |
Net cash and cash equivalents provided by financing activities | 521 | 129,093 |
Net (decrease) increase in cash and cash equivalents | (415,747) | 104,298 |
Cash and cash equivalents at beginning of period | 513,447 | 4,974 |
Cash and cash equivalents at end of period | 97,700 | 109,272 |
Supplemental information | ||
Cash paid for interest | 5 | $ 112 |
Accrued capital expenditures | $ 7,818 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2022 | |
Nature of Business | |
Nature of Business | Note 1 – Nature of Business Solid Power, Inc. (the “Company”), headquartered in Louisville, Colorado, is developing all-solid-state battery cell technology primarily for the electric vehicle market. The Company’s planned business model is to license its all-solid-state battery cell designs and manufacturing know-how to top tier battery manufacturers or automotive original equipment manufacturers and to sell its sulfide-based solid electrolyte for incorporation into all-solid-state battery cells. As of September 30, 2022, the Company has not derived material revenue from its principal business activities. On December 8, 2021 (the “Closing Date”), the Company (f/k/a Decarbonization Plus Acquisition Corporation III (“DCRC”)) consummated its business combination pursuant to the Business Combination Agreement and Plan of Reorganization, dated June 15, 2021 (as amended, the “Business Combination Agreement”), among the Company, DCRC Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of DCRC (“Merger Sub”), and Solid Power Operating, Inc., a Colorado corporation (f/k/a Solid Power, Inc., “Legacy Solid Power”). Pursuant to the terms of the Business Combination Agreement, Merger Sub merged with and into Legacy Solid Power, with Legacy Solid Power surviving the merger as a wholly owned subsidiary of the Company (the “Merger” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). Pursuant to the Business Combination Agreement, the Merger was accounted for as a reverse recapitalization (the “Reverse Recapitalization”) in accordance with generally accepted accounting principles in the United States (“GAAP”). Under this method of accounting, DCRC was treated as the “acquired” company and Legacy Solid Power is treated as the acquirer for financial reporting purposes. See Note 3. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2 – Significant Accounting Policies The significant accounting policies followed by the Company are set forth in Note 2 – Significant Accounting Policies to the Company’s financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”) and are supplemented by the Notes to the Condensed Consolidated Financial Statements (Unaudited) (the “Notes”) included in this Quarterly Report on Form 10-Q for the period ended September 30, 2022 (this “Report”). The financial statements included in this Report (including the Notes) should be read in conjunction with the 2021 Form 10-K. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on the basis of GAAP. The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from those estimates. All dollar amounts presented herein are in U.S. dollars and are in thousands, except par value, share and per share amounts. The accompanying unaudited condensed consolidated financial statements include accounts of the Company and its wholly owned subsidiary, Solid Power Operating, Inc. All intercompany balances and transactions have been eliminated in consolidation. Long-Term Investments The Company considers all investments with an original maturity of twelve months or more when purchased to be long-term investments. Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents, marketable securities, and long-term investments. The Company seeks to mitigate its credit risk with respect to cash and cash equivalents, marketable securities, and long-term investments by making deposits with several large, reputable financial institutions and investing in high credit rated instruments. See Note 8 for allocation of respective investment holdings. Leases The Company accounts for its leases under ASU No. 2016-02, Leases (Topic 842). Under this guidance, the Company classifies contracts meeting the definition of a lease as operating or financing leases, and leases are recorded on the condensed consolidated balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses, including common maintenance fees, insurance and property tax, are recorded when incurred. In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components for all classes of assets. The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election, and instead recognizes rent expense on a straight-line basis over the lease term. Recent Accounting Pronouncements Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), followed by other related ASUs that provided targeted improvements and additional practical expedient options. On January 1, 2022, the Company adopted the standards under Topic 842 using the modified retrospective method and elected a number of the practical expedients in its implementation of Topic 842. The key change that affected the Company relates to accounting for operating leases for which it is the lessee that were historically off-balance sheet. The impact of adopting the standards resulted in the recognition of a right-of-use asset of $7,853 and lease liability of $8,246 on the Company’s condensed consolidated balance sheet on January 1, 2022, exclusive of previously recognized lease balances. The implementation of Topic 842 did not have a material effect on the Company’s condensed consolidated statement of operations or condensed consolidated statement of cash flows for the nine months ended September 30, 2022. Financial Instruments In June 2016, the FASB issued ASU 2016-13, Financial Instruments- Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. ASU 2016-13 also provides updated guidance regarding the impairment of available-for-sale debt securities and includes additional disclosure requirements. The Company adopted this guidance as of January 1, 2022. The Company regularly reviews its available-for-sale marketable securities and evaluates the current expected credit losses by considering factors such as any changes in credit ratings, historical experience, market data, issuer-specific factors, and current economic conditions. Based on this analysis, an allowance for credit losses is recorded as a reduction to the carrying value of the asset. The Company reviews its receivable aging on an individual customer level, considering collectability of cash flows based on the risk of past events, current conditions, and forward-looking information. The Company establishes allowances for bad debts equal to the estimable portions of accounts receivable for which failure to collect is expected to occur. Allowances for doubtful accounts are recorded as reductions to the carrying values of the related receivables. Income Taxes In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which aims to reduce complexity in accounting standards by improving certain areas of GAAP without compromising information provided to users of financial statements. ASU 2019-12 is effective for public entities for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. For all other entities, the standard is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company adopted this guidance beginning January 1, 2022 with no financial statement impact at adoption. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination | |
Business Combination | Note 3 – Business Combination Legacy Solid Power was deemed the accounting acquirer in the Business Combination based on the analysis of the criteria outlined in FASB Topic 805, Business Combinations. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Solid Power issuing stock for the net assets of DCRC, accompanied by a recapitalization. The net assets of DCRC are stated at historical cost, with no goodwill or other intangible assets recorded. Because Legacy Solid Power was deemed the accounting acquirer, the historical consolidated financial statements of Legacy Solid Power became the historical consolidated financial statements of the combined company. As a result, the condensed consolidated financial statements included in this Report reflect (i) the historical operating results of Legacy Solid Power prior to the Business Combination; (ii) the combined results of the Company and Legacy Solid Power following the closing of the Business Combination (“Closing”); (iii) the assets and liabilities of Legacy Solid Power at their historical cost; and (iv) the Company’s equity structure for all periods presented as discussed below. In accordance with guidance applicable to the Business Combination, the equity structure has been restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to Legacy Solid Power’s stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Solid Power redeemable convertible preferred stock and common stock prior to the Business Combination have been retroactively restated to reflect an exchange ratio of approximately 3.182 (the “Exchange Ratio”). Activity within the condensed consolidated statements of stockholders’ equity for the issuances and repurchases of Legacy Solid Power’s redeemable convertible preferred stock were also retroactively converted to Legacy Solid Power common stock . |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | Note 4 – Property, Plant and Equipment Property, plant and equipment are summarized as follows: September 30, 2022 December 31, 2021 Commercial production equipment $ 19,272 $ 9,139 Laboratory equipment 2,379 1,316 Leasehold improvements 11,806 4,674 Furniture and computer equipment 860 737 Construction in progress 49,966 12,684 Total cost 84,283 28,550 Accumulated depreciation (9,902) (6,468) Net property, plant and equipment $ 74,381 $ 22,082 Depreciation and amortization expense related to property, plant and equipment are summarized as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Depreciation and amortization expense $ 1,653 $ 569 $ 3,430 $ 1,666 Depreciation expenses for dedicated laboratory equipment and commercial production equipment are charged to research and development; other depreciation and amortization expenses are included in the Company’s overhead and are allocated across operating expenses on the accompanying condensed consolidated statements of operations based on Company personnel costs incurred. In 2022, the Company expanded its cell production capabilities through the construction of a second dry room and installation of a second EV cell pilot line at its Louisville, Colorado facility, which is designed to produce larger format all-solid-state battery cells for the automotive qualification process. Construction in progress related to these efforts was $2,010 and $6,875 as of September 30, 2022 and December 31, 2021, respectively. Construction in progress related to multiple other projects at the Louisville, Colorado facility was $1,521 as of September 30, 2022. The Company is expanding its sulfide-based solid electrolyte production to a second location in Thornton, Colorado. Scaling this production will allow it to produce larger quantities of electrolyte material required to feed the cell-production lines and continue research and development efforts. The Company expects to begin producing sulfide-based electrolyte from this facility in the first quarter of 2023. Construction in progress related to these efforts was $46,435 and $5,809 as of September 30, 2022 and December 31, 2021, respectively. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets | |
Intangible Assets | Note 5 – Intangible Assets Intangible assets of the Company are summarized as follows: September 30, 2022 December 31, 2021 Gross Carrying Accumulated Gross Carrying Accumulated Amount Amortization Amount Amortization Intangible assets: Licenses $ 149 $ (49) $ 149 $ (42) Patents pending 796 — 503 — Trademarks 9 — 9 — Trademarks pending 16 — — — Total amortized intangible assets $ 970 $ (49) $ 661 $ (42) Amortization expense for intangible assets is summarized as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Amortization expense $ 2 $ 2 $ 7 $ 7 Useful lives of intangible assets range from 3 to 20 years . Amortization expenses are allocated ratably across operating expenses on the accompanying condensed consolidated statements of operations. |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2022 | |
Long-term Debt | |
Long-term Debt | Note 6 – Long-term Debt Long-term debt is as follows: September 30, 2022 December 31, 2021 Various equipment notes payable to banks in monthly installments ranging from $1 to $2 , including interest at 6.26 percent to 12.18 percent maturing from July 2022 through April 2023. The notes are collateralized by the financed equipment and guaranteed by a stockholder of the Company. $ 26 $ 130 Total 26 130 Less current portion 24 120 Long ‑ term portion $ 2 $ 10 Note Payable On December 7, 2021, prior to the Closing, the Company used available cash to pay off the outstanding balance and remaining fees of a note payable to a commercial bank. The Company was in compliance with all financial covenants through the loan payoff on December 7, 2021. Interest expense on long-term debt was $1 and $32 for the three months ended September 30, 2022 and 2021, respectively, and $6 and $111 for the nine months ended September 30, 2022 and 2021, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Notes Payable | |
Convertible Notes Payable | Note 7 – Convertible Notes Payable 2020 Convertible Promissory Notes On December 10, 2020 and December 18, 2020, the Company issued unsecured convertible promissory notes to investors in the total principal amount of $5,125 , and on February 4, 2021, and March 1, 2021, the Company issued additional unsecured convertible promissory notes to investors in the total principal amount of $4,875 , as part of a single financing (collectively, the “2020 Notes”). The 2020 Notes accrued interest at eight percent per annum. The 2020 Notes were converted into 1,007,965 shares of Legacy Solid Power Series B Preferred Stock, on May 5, 2021, in conjunction with the closing of the Legacy Solid Power Series B Preferred Stock (“Series B Financing”). The outstanding balance on the 2020 Notes, including accrued interest, was $10,228 when the 2020 Notes were converted to Legacy Solid Power Series B Preferred Stock. Interest expense for the 2020 Notes for three and nine months ended September 30, 2021 was $0 and $210 , respectively. The principal of the 2020 Notes was included in Additional Paid In Capital and the fair value of the embedded derivative was recorded as a liability on Legacy Solid Power’s balance sheet. The fair value of the embedded derivative was $5,497 . This balance was transferred, along with the accrued interest, to mezzanine equity upon conversion of the 2020 Notes to Series B Preferred Stock in conjunction with the Series B Financing. 2020 Convertible Promissory Notes Embedded Derivative The 2020 Notes contained the following embedded derivatives: (i) a share settled redemption upon Qualified Financing; (ii) share settled redemption upon the closing of the Business Combination; and (iii) share settled redemption at maturity. Embedded derivatives are separated from the host contract and carried at fair value when: (a) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract; and (b) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument. The Company has concluded that certain embedded derivatives within the 2020 Notes meet these criteria and, as such, must be valued separate and apart from the 2020 convertible promissory notes as one embedded derivative and recorded at fair value each reporting period. See Note 8 – Fair Value Measurement for information about the assumptions that the Company used to measure the fair value of the embedded derivative. 2019 Convertible Promissory Notes On December 4, 2019, the Company issued an unsecured convertible promissory note to an investor in the principal amount of $3,000 (the “2019 Note,” and together with the 2020 Notes, the “Convertible Promissory Notes”). The 2019 Note accrued interest at 5 percent per annum. The 2019 Note converted into 254,899 shares of Legacy Solid Power Series B Preferred Stock, in conjunction with the Series B Financing. Upon this conversion, the 2019 Note converted to Series B Preferred Stock at a 30 percent discount. See Note 8 – Fair Value Measurement for information about the assumptions that the Company used to measure the fair value of the 2019 Note. At December 31, 2020, the outstanding balance on the 2019 Note was $3,612 . For the three and nine months ended September 30, 2021, interest expense of $0 and $53 , respectively, was incurred related to the 2019 Note. For all debt instruments, including any for which the Company has elected fair value accounting, the Company classifies interest that has been accrued during each period as Interest expense on the Condensed Consolidated Statements of Operations. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | Note 8 – Fair Value Measurements The carrying amounts of certain financial instruments, such as cash equivalents, short-term investments, accounts receivable, accounts payable, accrued liabilities, and equipment notes payable approximate fair value due to their short maturities. The fair value of debt instruments for which the Company has not elected fair value accounting is based on the present value of expected future cash flows and assumptions about the then-current market interest rates as of the reporting period and the creditworthiness of the Company. The book values of the Company’s long-term debt approximate fair value because interest rates charged are similar to other financial instruments with similar terms and maturities and the rates vary in accordance with a market index. Most of the Company’s debt is carried on the condensed consolidated balance sheets on a historical cost basis net of unamortized discounts and premiums because the Company has not elected the fair value option of accounting. Changes to the inputs used in these valuation models can have a significant impact on the estimated fair value of the Convertible Promissory Notes and the Company’s embedded derivatives. Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis As discussed in Note 7, all Convertible Promissory Notes were converted to Legacy Solid Power Series B Preferred Stock in May 2021. As of September 30, 2022 and December 31, 2021 the Company’s financial liabilities measured and recorded at fair value on a recurring basis were classified within the fair value hierarchy as follows: September 30, 2022 Level 1 Level 2 Level 3 Total Assets Commercial Paper $ 146,572 $ — $ — $ 146,572 Corporate Bonds $ 208,824 $ — $ — $ 208,824 Government Bonds $ 42,938 $ — $ — $ 42,938 U.S. Treasuries $ 11,539 $ — $ — $ 11,539 Liabilities Public Warrants $ 12,483 $ — $ — $ 12,483 Private Warrants $ — $ 9,354 $ — $ 9,354 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Commercial Paper $ 33,275 $ — $ — $ 33,275 Corporate Bonds $ 39,593 $ — $ — $ 39,593 Government Bonds $ 3,017 $ — $ — $ 3,017 Liabilities Public Warrants $ 26,483 $ — $ — $ 26,483 Private Warrants $ — $ 23,537 $ — $ 23,537 The change in fair value of the Company’s marketable securities is included in Other Comprehensive loss. There were no transfers in and out of Level 3 fair value hierarchy during the three or nine months ended September 30, 2022 and 2021. Fair Value of Stock Warrants The fair value of the Private Placement Warrants (defined below) has been estimated using a Black-Scholes model as of September 30, 2022 and December 31, 2021. The fair value of the Public Warrants (defined below) has been measured based on the quoted price of such warrants on the Nasdaq Stock Market, a level 1 input. The estimated fair value of the Private Placement Warrants is determined using Level 2 inputs. Inherent in a Black-Scholes model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. Material increases (or decreases) in any of those inputs may result in a significantly higher (or lower) fair value measurement. The Company estimates the volatility of its Private Placement Warrants based on implied volatility from the Company’s Public Warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend yield is based on the historical rate, which the Company anticipates remaining at zero. Refer to Note 9 for additional details on the Company’s warrant liabilities. The following table provides quantitative information regarding Level 2 inputs used in the recurring valuation of the Private Placement Warrants as of their measurement dates: September 30, 2022 December 31, 2021 Exercise Price $ 11.50 $ 11.50 Stock Price $ 5.26 $ 8.74 Volatility 51.5 % 48.9 % Term 4.19 4.94 Risk-free rate 4.05 % 1.24 % The following table provides a reconciliation of the Public Warrants measured at fair value using Level 1 directly observable inputs and Private Placement Warrants measured at fair value using Level 2 directly or indirectly observable inputs: Public Warrants Private Warrants Date Level 1 Fair Value Level 2 Fair Value December 31, 2021 $ 2.27 $ 3.07 Change in fair value (1.20) (1.85) June 30, 2022 1.07 1.22 Change in fair value — — September 30, 2022 $ 1.07 $ 1.22 The following tables provides a reconciliation of the September 30,2022 three and nine month change in fair value for the Public Warrants and Private Placement Warrants: Nine months change in Warrant Class Level Shares December 31, 2021 fair value September 30, 2022 Public Warrants 1 11,666,636 $ 26,483 $ (14,000) $ 12,483 Private Warrants 2 7,666,667 23,537 (14,183) 9,354 Total 19,333,303 $ 50,020 $ (28,183) $ 21,837 Three months change in Warrant Class Level Shares June 30, 2022 fair value September 30, 2022 Public Warrants 1 11,666,636 $ 12,483 $ — $ 12,483 Private Warrants 2 7,666,667 9,354 — 9,354 Total 19,333,303 $ 21,837 $ — $ 21,837 |
Common Stock Warrant Liabilitie
Common Stock Warrant Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Common Stock Warrant Liabilities | |
Common Stock Warrant Liabilities | Note 9 – Common Stock Warrant Liabilities As of September 30, 2022 and December 31, 2021, there were 11,666,636 publicly traded warrants (“Public Warrants”) and 7,666,667 private placement warrants (“Private Placement Warrants,” and together with the Public Warrants, “Warrants”) outstanding. Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to customary adjustments. Only whole Warrants are exercisable. The Warrants became exercisable on January 7, 2022 and will expire on December 8, 2026. Redemption of Public Warrants when the price per share of Common Stock equals or exceeds $18.00 . The Company may redeem all of the outstanding Public Warrants: ● in whole and not in part; ● upon at least 30 days ’ prior written notice; ● at a price of $0.01 per Public Warrant; and ● if the last sale price of the Company’s Common Stock equals or exceeds $18.00 per share, subject to customary adjustments, for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which notice of the redemption is given. Redemption of Public Warrants when the price per share of Common Stock equals or exceeds $10.00 . The Company may redeem all of the outstanding Public Warrants: ● in whole and not in part; ● upon at least 30 days ’ prior written notice; ● at a price of $0.10 per Public Warrant, provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive a number of shares of Common Stock determined in part by the redemption date and the “fair market value” of the Common Stock; and ● if the last sale price of the Company’s Common Stock equals or exceeds $10.00 per share, subject to customary adjustments, on the trading day prior to the date on which notice of redemption is given. The “fair market value” of the Company’s Common Stock means the average reported last sale price of the Company’s Common Stock for the ten trading days immediately following the date on which the notice of redemption is sent to the holders of Warrants. The Company classifies the outstanding Warrants as Warrant Liabilities on the condensed consolidated balance sheets in accordance with the guidance contained in ASC 815. None of the Private Placement Warrants are redeemable by the Company so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. The warrant liabilities were initially measured at fair value upon Closing of the Business Combination and subsequently re-measured at each reporting period. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The Company recognized a gain in connection with changes in the fair value of warrant liabilities of $0 and $28,183 for the three- and nine-months ending September 30, 2022, respectively. |
Mezzanine Equity
Mezzanine Equity | 9 Months Ended |
Sep. 30, 2022 | |
Mezzanine Equity | |
Mezzanine Equity | Note 10 – Mezzanine Equity In accordance with ASC 480, Legacy Solid Power’s Series A-1 Preferred Stock and Series B Preferred Stock (collectively, “Preferred Stock”) prior to the Business Combination were classified as mezzanine equity. Immediately prior to the Closing Legacy Solid Power had 14,069,187 shares of Series A-1 Preferred Stock outstanding and 8,777,812 shares of Series B Preferred Stock outstanding. Legacy Solid Power issued the Series B Preferred Stock in May 2021 in exchange for $135,579 of cash and the conversion of the 2019 Note and the 2020 Notes as discussed in Note 7. See Note 11 for a discussion of warrants issued with the Legacy Solid Power Series B Preferred Stock. Prior to the Business Combination, the Preferred Stock had a redemption feature, at the option of the holders of a majority of the outstanding Preferred Stock, any time after April 30, 2031. The Preferred Stock was redeemable for the greater of its original issue price, plus all declared but unpaid dividends thereon, or fair value. Since the Preferred Stock had redemption provisions that were not solely within control of Legacy Solid Power, the Preferred Stock was classified prior to the Business Combination as mezzanine equity on Legacy Solid Power’s balance sheets. As a result of the Business Combination with DCRC on December 8, 2021, the Solid Power Series A-1 and Series B Preferred Stock converted to common stock. The 14,069,187 and 8,777,812 shares of Series A-1 Preferred Stock and Series B Preferred Stock were converted to the equivalent number of shares of Legacy Solid Power common stock prior to the impact of the common stock Exchange Ratio used to complete the Business Combination . |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | Note 11 – Stockholders’ Equity Common Stock Stock options exercised are summarized in the table below: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Stock options exercised 1,293,762 226,558 8,162,906 1,005,375 Cash received from options exercised under the Legacy Solid Power, Inc. 2014 Equity Incentive Plan (the “2014 Plan”) for the nine months ended September 30, 2022 and 2021 was $771 and $102, respectively. Legacy Solid Power Warrants During 2015, Legacy Solid Power issued warrants to a third party to purchase 276,000 shares of Legacy Solid Power common stock at an exercise price of $0.00001088 per share, in conjunction with a licensing agreement. Management determined that equity classification is appropriate for these warrants. Legacy Solid Power recognized expense totaling $18 on the date of the grant that has been included as a component of Additional Paid In Capital within the condensed consolidated statement of stockholders’ equity. During 2020, Legacy Solid Power issued additional warrants to purchase 45,730 shares of common stock at an exercise price of $0.53 per share. Legacy Solid Power recognized expense totaling $16 on the date of the grant. In May 2021, Legacy Solid Power issued warrants to purchase 1,755,557 shares of Legacy Solid Power common stock at an exercise price of $0.01 per share, in connection with the Series B Financing. These warrants were detachable from the Legacy Solid Power Series B Preferred Stock and in all cases would physically settle or net share settle. Therefore, Legacy Solid Power determined that these warrants represented equity in Legacy Solid Power. Prior to the Closing, all Legacy Solid Power warrants were either exercised for cash or net exercised and the holders thereof received shares of Legacy Solid Power common stock. |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Stock Based Compensation | |
Stock Based Compensation | Note 12 – Stock Based Compensation 2014 Equity Incentive Plan and 2021 Equity Incentive Plan At September 30, 2022, the Company had 25,827,919 shares of common stock underlying stock options outstanding under the 2014 Plan. Upon the Closing, the 2014 Plan was terminated and no additional grants will be made under the 2014 Plan. On December 8, 2021 and in connection with the Closing, the Company adopted the Solid Power, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan originated with 18,900,000 shares of Common Stock available for issuance. Beginning on January 1, 2022, the number of shares of common stock available for issuance under the 2021 Plan shall increase each year by an amount equal to the lesser of (i) 18,900,000 shares of Common Stock (ii) five percent of the total number of shares of common stock outstanding on the last day of the immediately preceding fiscal year; or (iii) a number of shares of common stock determined by the administrator no later than the last day of the immediately preceding fiscal year. As of September 30, 2022, the 2021 Plan permitted the Company to grant up to 24,821,940 shares of common stock to its employees, directors, and consultants, as designated by the board of directors. Awards may be issued in the form of stock options, stock appreciation rights, restricted stock, and restricted stock units. The Company believes that such awards better align the interests of its employees with those of its stockholders. The fair value of stock options and restricted stock units (“RSUs”) issued to employees and directors is recognized as compensation expense over the period of service that generally coincides with the vesting period of the award. When calculating the amount of annual compensation expense, the Company has elected not to estimate forfeitures and instead accounts for forfeitures as they occur. For the three months and nine months ended September 30, 2022, the Company recognized compensation costs totaling: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Equity-based compensation cost related to RSUs $ 618 $ — $ 1,133 $ — Equity-based compensation cost related to stock options 1,970 758 5,365 975 Total equity-based compensation cost $ 2,588 $ 758 $ 6,498 $ 975 Equity-based compensation costs are allocated ratably across operating expenses within the accompanying condensed consolidated statements of operations. Stock Options Options granted under the 2014 Plan generally had a ten-year term and vest as to 1/4 th of these shares after one year after the initial date of service of a service provider and with the balance of the shares vesting in a series of 36 successive equal monthly installments following the first vesting date. Option awards under the 2014 Plan were generally granted with an exercise price equal to the fair market value of Legacy Solid Power’s common stock at the date of grant. Certain option awards issued under the 2014 Plan provide for accelerated vesting if there is a change in control (as defined in the plan agreements). Options granted under the 2021 Plan generally have a ten-year term and vest as to 1/4 th of these shares each year, commencing after one year after the initial date of grant. Option awards under the 2021 Plan are generally granted with an exercise price equal to the fair market value of Solid Power’s common stock at the date of grant. Certain option awards issued under the 2021 Plan provide for accelerated vesting if there is a change in control (as defined in the plan agreements). The fair value for purposes of determining the compensation cost of each option award is estimated on the date of grant using a Black-Scholes option valuation model that uses the weighted-average assumptions noted in the following table. Expected volatilities are based on historical volatility of comparable companies. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The fair value of each option grant during the nine months ended September 30, 2022 and 2021 was estimated on the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions used: Nine months ended September 30, 2022 2021 Approximate risk ‑ free rate 2.84 % 0.88 % Volatility 44.69 % 42.47 % Average expected life 6 years 6 years Dividend yield 0 % 0 % Weighted ‑ average grant date fair value $ 7.26 $ 4.62 Estimated fair value of total options granted $ 5,659 $ 14,484 Future compensation costs related to the unvested portion of stock options as of September 30, 2022 and 2021 was $23,324 and $14,189 , respectively, over a period of four years . The following table summarizes stock options granted under the 2021 Plan during the nine months ended September 30, 2022 and under the 2014 Plan during the year ended December 31, 2021, respectively: September 30, 2022 December 31, 2021 2021 Plan stock option grants 1,674,284 — 2014 Plan stock option grants — 12,285,359 Restricted Stock Units Effective April 1, 2022, the Company began granting RSUs in accordance with the terms of the 2021 Plan. The grant date fair value of RSUs awarded are determined based on the Company’s closing common share price on the NASDAQ on the trading day preceding the grant date. RSU awards for employees generally vest 1/4 th per year commencing on the first anniversary of the grant date. RSU awards upon initial service as a director vest 1/3 rd per year commencing on the first anniversary of the grant date. Annual RSU awards to directors generally fully vest on the one-year anniversary of the grant date. Upon vesting, granted RSUs entitle the grantee to receive one share of common stock of the Company at no additional cost. Holders of unvested RSUs do not have voting or dividend rights. The following table summarizes non-vested RSUs at September 30, 2022 and the changes for the period ended September 30, 2022: Weighted Average Grant RSU Shares Date Fair Value Non-vested, December 31, 2021 — $ — Granted 1,139,935 7.42 Vested (29,108) 7.26 Forfeited (1,689) 8.67 Non-vested, September 30, 2022 1,109,138 $ 7.42 Future compensation costs related to the unvested portion of RSUs at September 30, 2022 was $ 6,803 over a period of four years . 2021 Employee Stock Purchase Plan The 2021 Employee Stock Purchase Plan (the “2021 ESPP”) originated with 3,778,000 shares of common stock available for issuance. As of September 30, 2022, 5,453,579 shares remained available for issuance. Beginning on January 1, 2022, the number of shares of Common Stock available for issuance under the 2021 ESPP shall increase each year by an amount equal to the lesser of (i) 3,778,000 shares of Common Stock; (ii) one percent of the total number of shares of Common Stock outstanding on the last day of the immediately preceding fiscal year; or (iii) a number of shares of Common Stock determined by the administrator no later than the last day of the immediately preceding fiscal year. As of September 30, 2022, the 2021 ESPP permitted the Company to issue up to 5,463,579 shares of common stock. Substantially all employees will be eligible to participate in the ESPP and through payroll deductions will be able to purchase shares on dates determined by the administrator. The first offering period under the ESPP will run from November 16, 2022 through May 15, 2023. At September 30, 2022, no shares of common stock had been issued under the 2021 ESPP. The 2021 ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. However, with respect to the Section 423 Component, an employee may not be granted rights to purchase stock under the 2021 ESPP if the employee, immediately after the grant, would own (directly or through attribution) stock possessing 5% or more of the total combined voting power or value of all classes of the Company’s common stock. The purchase price per share sold pursuant to the 2021 ESPP will be the lower of (i) 85% of the fair market value of common stock on the enrollment date or (ii) 85% of the fair market value on the exercise date. Each offering period will span up to six months. Purchases may be up to 15% of qualified compensation, with an annual limit of $25,000 . |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings (Loss) Per Share | |
Earnings (Loss) Per Share | Note 13 – Earnings (Loss) Per Share The table below reconciles basic weighted average common shares outstanding to diluted weighted average shares outstanding for September 30, 2022 and 2021. Basic earnings per share is based on the weighted average number of common shares outstanding for the period. Diluted earnings per share also includes the dilutive effect of additional potential common shares issuable from stock-based awards and are determined using the treasury stock method. Basic earnings per share represents net earnings or loss attributable to Common Stock divided by the basic weighted average number of common shares outstanding during the period. Diluted earnings per share represents net earnings divided by diluted weighted average number of common shares, which includes the average dilutive effect of all potentially dilutive securities that are outstanding during the period. The unvested stock awards, warrants, and options are included in the number of shares outstanding for diluted earnings per share calculations, unless a net loss is reported, in which situation unvested stock awards, warrants, and options are excluded from the number of shares outstanding for diluted earnings per share calculations. Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net (loss) $ (12,399) $ (8,450) $ (9,076) $ (24,864) Weighted average shares outstanding – Basic and diluted 175,025,984 102,389,770 173,859,649 87,258,952 Basic and diluted (loss) per share (0.07) (0.08) (0.05) (0.28) Due to the net loss to common stockholders in 2022 and 2021, diluted loss per share was computed without consideration to potentially dilutive instruments as their inclusion would have been anti-dilutive. As of the three and nine months ended September 30, 2022 and 2021, potentially dilutive securities excluded from the diluted loss per share calculation are as follows: Three Months ended September 30, Nine Months ended September 30, 2022 2021 2022 2021 Warrant Common Stock 19,333,303 1,878,386 19,333,303 1,878,386 2021 Equity Incentive Plan – Restricted Stock Units 1,078,129 — 558,910 — 2014 & 2021 Equity Incentive Plan – Stock Options 25,217,862 22,812,400 26,109,658 23,872,378 Total potentially dilutive securities 45,629,294 24,690,785 46,001,871 25,750,764 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Leases | Note 14 – Leases The Company leases its headquarters, other warehouse space and certain equipment. Fixed rent generally escalates each year, and the Company is responsible for a portion of the landlords’ operating expenses such as property tax, insurance and common area maintenance. The Company’s headquarters, in Louisville, Colorado, are under a noncancelable operating lease with a maturity date in September 2024. In 2019, the Company amended the lease, agreeing to sublease additional space in the building, which sublease expires in December 2024. On September 1, 2021, the Company entered into an Industrial Lease Agreement, in Thornton, Colorado, with the initial term through March 31, 2029. Under this operating lease, the Company has one option to renew for five years , which has been included in the calculation of lease liabilities and right-of-use assets at the adoption date of the lease accounting standard on January 1, 2022, as the exercise of the option was reasonably certain. As the renewal rent has not been negotiated, the Company used an estimated rent rate which approximated the fair market rent at adoption of ASC 842 on January 1, 2022 for the extension period. The Company is responsible for its proportionate share of common area maintenance, taxes, and insurance. The Company has certain equipment leases classified as financing leases as of September 30, 2022. The Company’s leases do not have any contingent rent payments and do not contain residual value guarantees. The components of lease expense are as follows: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2022 Finance lease costs: Amortization of right-of-use assets $ 36 $ 51 Interest on lease liabilities 11 16 Operating lease costs 277 830 Total lease expense $ 324 $ 897 The components of supplemental cash flow information related to leases are as follows: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2022 Operating outgoing cash flows – finance lease $ 8 $ 12 Financing outgoing cash flows – finance lease 56 76 Operating outgoing cash flows – operating lease 273 638 Right-of-use assets obtained in exchange for new finance lease liabilities 637 857 Right-of-use assets obtained in exchange for new operating lease liabilities — 7,671 September 30, 2022 Finance lease Weighted-average remaining lease term - finance lease (in years) 3.51 Weighted-average discount rate - finance lease 6.10 % Operating lease Weighted-average remaining lease term - operating lease (in years) 10.59 Weighted-average discount rate - operating lease 5.9 % As of September 30, 2022, future minimum payments during the next five years and thereafter are as follows: Fiscal year Finance Lease Operating Lease 2022 (remaining three months) $ 67 $ 274 2023 269 1,123 2024 269 1,068 2025 147 779 2026 52 802 Thereafter 53 6,584 Total 857 10,630 Less present value discount 82 2,805 Total lease liabilities $ 775 $ 7,825 |
Retirement plans
Retirement plans | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Plans | |
Retirement Plans | Note 15 – Retirement Plans The Company sponsors a 401(k) plan for all eligible employees. The plan provides for the Company to make a discretionary matching contribution. Contributions to the plan totaled $159 and $77 for the three months ended September 30, 2022 and 2021, respectively, and $454 and $226 for the nine months ended September 30, 2022 and 2021, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Taxes | |
Income Taxes | Note 16 – Income Taxes The Company’s effective tax rate was 0.68% and 0.55% for the three months ended September 30, 2022 and 2021, respectively, and 0.78% and 0.35% for the nine months ended September 30, 2022 and 2021, respectively. Differences between the statutory rate and the Company’s effective tax rate resulted from changes in valuation allowance and permanent differences for tax purposes in the treatment of certain nondeductible expenses. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Contingencies | |
Contingencies | Note 17 – Contingencies In the normal course of business, the Company may be party to litigation from time to time. The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company. DCRC, the predecessor to the Company, received a demand letter dated August 31, 2021 from counsel purporting to represent a shareholder of DCRC alleging that the proposed vote on the Authorized Share Charter Proposal (the “Proposal”) for the proposed business combination with Legacy Solid Power violated Section 242(b)(2) of the Delaware General Corporation law and demanded that DCRC provide DCRC’s Class A stockholders with a separate class vote on the Proposal. DCRC subsequently provided for the Class A stockholders to have a separate class vote on the Proposal share increase. The Proposal was approved and the Business Combination closed. The counsel who issued this demand letter made a fee demand (the “Fee Demand”) for prompting the change in the Proposal. The Company accrued a liability of $500 on its Consolidated Balance Sheets as of December 31, 2021 in anticipation of settling the Fee Demand. On March 10, 2022, the Company settled the Fee Demand for an amount that is materially consistent with the Company’s accrual. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Significant Accounting Policies | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on the basis of GAAP. The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from those estimates. All dollar amounts presented herein are in U.S. dollars and are in thousands, except par value, share and per share amounts. The accompanying unaudited condensed consolidated financial statements include accounts of the Company and its wholly owned subsidiary, Solid Power Operating, Inc. All intercompany balances and transactions have been eliminated in consolidation. |
Long-Term Investments | Long-Term Investments The Company considers all investments with an original maturity of twelve months or more when purchased to be long-term investments. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents, marketable securities, and long-term investments. The Company seeks to mitigate its credit risk with respect to cash and cash equivalents, marketable securities, and long-term investments by making deposits with several large, reputable financial institutions and investing in high credit rated instruments. See Note 8 for allocation of respective investment holdings. |
Leases | Leases The Company accounts for its leases under ASU No. 2016-02, Leases (Topic 842). Under this guidance, the Company classifies contracts meeting the definition of a lease as operating or financing leases, and leases are recorded on the condensed consolidated balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses, including common maintenance fees, insurance and property tax, are recorded when incurred. In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components for all classes of assets. The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election, and instead recognizes rent expense on a straight-line basis over the lease term. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), followed by other related ASUs that provided targeted improvements and additional practical expedient options. On January 1, 2022, the Company adopted the standards under Topic 842 using the modified retrospective method and elected a number of the practical expedients in its implementation of Topic 842. The key change that affected the Company relates to accounting for operating leases for which it is the lessee that were historically off-balance sheet. The impact of adopting the standards resulted in the recognition of a right-of-use asset of $7,853 and lease liability of $8,246 on the Company’s condensed consolidated balance sheet on January 1, 2022, exclusive of previously recognized lease balances. The implementation of Topic 842 did not have a material effect on the Company’s condensed consolidated statement of operations or condensed consolidated statement of cash flows for the nine months ended September 30, 2022. Financial Instruments In June 2016, the FASB issued ASU 2016-13, Financial Instruments- Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. ASU 2016-13 also provides updated guidance regarding the impairment of available-for-sale debt securities and includes additional disclosure requirements. The Company adopted this guidance as of January 1, 2022. The Company regularly reviews its available-for-sale marketable securities and evaluates the current expected credit losses by considering factors such as any changes in credit ratings, historical experience, market data, issuer-specific factors, and current economic conditions. Based on this analysis, an allowance for credit losses is recorded as a reduction to the carrying value of the asset. The Company reviews its receivable aging on an individual customer level, considering collectability of cash flows based on the risk of past events, current conditions, and forward-looking information. The Company establishes allowances for bad debts equal to the estimable portions of accounts receivable for which failure to collect is expected to occur. Allowances for doubtful accounts are recorded as reductions to the carrying values of the related receivables. Income Taxes In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which aims to reduce complexity in accounting standards by improving certain areas of GAAP without compromising information provided to users of financial statements. ASU 2019-12 is effective for public entities for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. For all other entities, the standard is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company adopted this guidance beginning January 1, 2022 with no financial statement impact at adoption. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment | |
Schedule of Property, Plant and Equipment | September 30, 2022 December 31, 2021 Commercial production equipment $ 19,272 $ 9,139 Laboratory equipment 2,379 1,316 Leasehold improvements 11,806 4,674 Furniture and computer equipment 860 737 Construction in progress 49,966 12,684 Total cost 84,283 28,550 Accumulated depreciation (9,902) (6,468) Net property, plant and equipment $ 74,381 $ 22,082 |
Schedule of depreciation and amortization expense | Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Depreciation and amortization expense $ 1,653 $ 569 $ 3,430 $ 1,666 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets | |
Schedule of intangible assets | September 30, 2022 December 31, 2021 Gross Carrying Accumulated Gross Carrying Accumulated Amount Amortization Amount Amortization Intangible assets: Licenses $ 149 $ (49) $ 149 $ (42) Patents pending 796 — 503 — Trademarks 9 — 9 — Trademarks pending 16 — — — Total amortized intangible assets $ 970 $ (49) $ 661 $ (42) |
Schedule of amortization expense for intangible assets | Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Amortization expense $ 2 $ 2 $ 7 $ 7 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Long-term Debt | |
Schedule of long-term debt | September 30, 2022 December 31, 2021 Various equipment notes payable to banks in monthly installments ranging from $1 to $2 , including interest at 6.26 percent to 12.18 percent maturing from July 2022 through April 2023. The notes are collateralized by the financed equipment and guaranteed by a stockholder of the Company. $ 26 $ 130 Total 26 130 Less current portion 24 120 Long ‑ term portion $ 2 $ 10 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | |
Schedule of financial liabilities measured and recorded at fair value on a recurring basis | September 30, 2022 Level 1 Level 2 Level 3 Total Assets Commercial Paper $ 146,572 $ — $ — $ 146,572 Corporate Bonds $ 208,824 $ — $ — $ 208,824 Government Bonds $ 42,938 $ — $ — $ 42,938 U.S. Treasuries $ 11,539 $ — $ — $ 11,539 Liabilities Public Warrants $ 12,483 $ — $ — $ 12,483 Private Warrants $ — $ 9,354 $ — $ 9,354 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Commercial Paper $ 33,275 $ — $ — $ 33,275 Corporate Bonds $ 39,593 $ — $ — $ 39,593 Government Bonds $ 3,017 $ — $ — $ 3,017 Liabilities Public Warrants $ 26,483 $ — $ — $ 26,483 Private Warrants $ — $ 23,537 $ — $ 23,537 |
Schedule of Level 2 inputs used in the recurring valuation of the Private Placement Warrants | September 30, 2022 December 31, 2021 Exercise Price $ 11.50 $ 11.50 Stock Price $ 5.26 $ 8.74 Volatility 51.5 % 48.9 % Term 4.19 4.94 Risk-free rate 4.05 % 1.24 % |
Schedule of reconciliation of the warrants measured at fair value | Public Warrants Private Warrants Date Level 1 Fair Value Level 2 Fair Value December 31, 2021 $ 2.27 $ 3.07 Change in fair value (1.20) (1.85) June 30, 2022 1.07 1.22 Change in fair value — — September 30, 2022 $ 1.07 $ 1.22 |
Schedule of change in fair value for the Public Warrants and Private Placement Warrants | Nine months change in Warrant Class Level Shares December 31, 2021 fair value September 30, 2022 Public Warrants 1 11,666,636 $ 26,483 $ (14,000) $ 12,483 Private Warrants 2 7,666,667 23,537 (14,183) 9,354 Total 19,333,303 $ 50,020 $ (28,183) $ 21,837 Three months change in Warrant Class Level Shares June 30, 2022 fair value September 30, 2022 Public Warrants 1 11,666,636 $ 12,483 $ — $ 12,483 Private Warrants 2 7,666,667 9,354 — 9,354 Total 19,333,303 $ 21,837 $ — $ 21,837 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity | |
Schedule of Stock options exercised | Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Stock options exercised 1,293,762 226,558 8,162,906 1,005,375 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stock Based Compensation | |
Schedule of compensation costs | Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Equity-based compensation cost related to RSUs $ 618 $ — $ 1,133 $ — Equity-based compensation cost related to stock options 1,970 758 5,365 975 Total equity-based compensation cost $ 2,588 $ 758 $ 6,498 $ 975 |
Schedule of fair value of each option using the Black-Scholes option pricing model | Nine months ended September 30, 2022 2021 Approximate risk ‑ free rate 2.84 % 0.88 % Volatility 44.69 % 42.47 % Average expected life 6 years 6 years Dividend yield 0 % 0 % Weighted ‑ average grant date fair value $ 7.26 $ 4.62 Estimated fair value of total options granted $ 5,659 $ 14,484 |
Schedule of option activity under the Plan | September 30, 2022 December 31, 2021 2021 Plan stock option grants 1,674,284 — 2014 Plan stock option grants — 12,285,359 |
Schedule of non-vested Restricted stock units | Weighted Average Grant RSU Shares Date Fair Value Non-vested, December 31, 2021 — $ — Granted 1,139,935 7.42 Vested (29,108) 7.26 Forfeited (1,689) 8.67 Non-vested, September 30, 2022 1,109,138 $ 7.42 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings (Loss) Per Share | |
Schedule of reconciliation of basic weighted average common shares outstanding to diluted weighted average shares outstanding | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net (loss) $ (12,399) $ (8,450) $ (9,076) $ (24,864) Weighted average shares outstanding – Basic and diluted 175,025,984 102,389,770 173,859,649 87,258,952 Basic and diluted (loss) per share (0.07) (0.08) (0.05) (0.28) |
Schedule of potentially dilutive securities excluded from the diluted loss per share calculation | Three Months ended September 30, Nine Months ended September 30, 2022 2021 2022 2021 Warrant Common Stock 19,333,303 1,878,386 19,333,303 1,878,386 2021 Equity Incentive Plan – Restricted Stock Units 1,078,129 — 558,910 — 2014 & 2021 Equity Incentive Plan – Stock Options 25,217,862 22,812,400 26,109,658 23,872,378 Total potentially dilutive securities 45,629,294 24,690,785 46,001,871 25,750,764 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Schedule of components of lease related expense | Three Months Ended Nine Months Ended September 30, 2022 September 30, 2022 Finance lease costs: Amortization of right-of-use assets $ 36 $ 51 Interest on lease liabilities 11 16 Operating lease costs 277 830 Total lease expense $ 324 $ 897 |
Schedule of components of supplemental cash flow information related to leases | Three Months Ended Nine Months Ended September 30, 2022 September 30, 2022 Operating outgoing cash flows – finance lease $ 8 $ 12 Financing outgoing cash flows – finance lease 56 76 Operating outgoing cash flows – operating lease 273 638 Right-of-use assets obtained in exchange for new finance lease liabilities 637 857 Right-of-use assets obtained in exchange for new operating lease liabilities — 7,671 |
Schedule of remaining weighted-average lease term and weighted-average discount rate | September 30, 2022 Finance lease Weighted-average remaining lease term - finance lease (in years) 3.51 Weighted-average discount rate - finance lease 6.10 % Operating lease Weighted-average remaining lease term - operating lease (in years) 10.59 Weighted-average discount rate - operating lease 5.9 % |
Schedule of future minimum annual commitments under these operating leases | As of September 30, 2022, future minimum payments during the next five years and thereafter are as follows: Fiscal year Finance Lease Operating Lease 2022 (remaining three months) $ 67 $ 274 2023 269 1,123 2024 269 1,068 2025 147 779 2026 52 802 Thereafter 53 6,584 Total 857 10,630 Less present value discount 82 2,805 Total lease liabilities $ 775 $ 7,825 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 01, 2022 |
Leases | ||
Right-of-use asset | $ 7,181 | |
Lease liability | $ 7,825 | |
Impact of adopting the standards | ||
Leases | ||
Right-of-use asset | $ 7,853 | |
Lease liability | $ 8,246 |
Business Combination (Details)
Business Combination (Details) | Sep. 30, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Business Combination | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Exchange Ratio | 3.182 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment | ||
Gross property and equipment | $ 84,283 | $ 28,550 |
Accumulated depreciation | (9,902) | (6,468) |
Net property, plant and equipment | 74,381 | 22,082 |
Commercial production equipment | ||
Property, Plant and Equipment | ||
Gross property and equipment | 19,272 | 9,139 |
Laboratory equipment | ||
Property, Plant and Equipment | ||
Gross property and equipment | 2,379 | 1,316 |
Leasehold improvements | ||
Property, Plant and Equipment | ||
Gross property and equipment | 11,806 | 4,674 |
Furniture and computer equipment | ||
Property, Plant and Equipment | ||
Gross property and equipment | 860 | 737 |
Construction in progress | ||
Property, Plant and Equipment | ||
Gross property and equipment | 49,966 | 12,684 |
Construction of second dry room | ||
Property, Plant and Equipment | ||
Construction in progress | 2,010 | 6,875 |
Construction of multiple other projects | ||
Property, Plant and Equipment | ||
Construction in progress | 1,521 | |
Expansion Of Sulfide-Based Solid Electrolyte Production | ||
Property, Plant and Equipment | ||
Construction in progress | $ 46,435 | $ 5,809 |
Property, Plant and Equipment -
Property, Plant and Equipment - Depreciation and amortization expense related (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment | ||||
Depreciation and amortization expense | $ 3,437 | $ 1,673 | ||
Property, Plant and Equipment | ||||
Property, Plant and Equipment | ||||
Depreciation and amortization expense | $ 1,653 | $ 569 | $ 3,430 | $ 1,666 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Intangible assets: | ||
Gross Carrying Amount | $ 970 | $ 661 |
Accumulated Amortization | $ (49) | (42) |
Minimum | ||
Intangible assets: | ||
Estimated useful life of intangible assets | 3 years | |
Maximum | ||
Intangible assets: | ||
Estimated useful life of intangible assets | 20 years | |
Licenses | ||
Intangible assets: | ||
Gross Carrying Amount | $ 149 | 149 |
Accumulated Amortization | (49) | (42) |
Patents pending | ||
Intangible assets: | ||
Gross Carrying Amount | 796 | 503 |
Trademarks | ||
Intangible assets: | ||
Gross Carrying Amount | 9 | $ 9 |
Trademarks pending | ||
Intangible assets: | ||
Gross Carrying Amount | $ 16 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Intangible Assets | ||||
Amortization expense | $ 2 | $ 2 | $ 7 | $ 7 |
Long-term Debt (Details)
Long-term Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Long-term Debt | ||
Total | $ 26 | $ 130 |
Less current portion | 24 | 120 |
Long-term portion | 2 | 10 |
Various equipment notes payable to banks | ||
Long-term Debt | ||
Total | 26 | 130 |
Various equipment notes payable to banks | Minimum | ||
Long-term Debt | ||
Monthly installments amount | $ 1 | $ 1 |
Debt interest rate | 6.26% | 6.26% |
Various equipment notes payable to banks | Maximum | ||
Long-term Debt | ||
Monthly installments amount | $ 2 | $ 2 |
Debt interest rate | 12.18% | 12.18% |
Long-term Debt - Note Payable (
Long-term Debt - Note Payable (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Long-term Debt | ||||
long-term debt, Interest expense | $ 1 | $ 32 | $ 6 | $ 111 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
May 05, 2021 | Dec. 04, 2019 | Sep. 30, 2021 | Sep. 30, 2021 | Mar. 01, 2021 | Feb. 04, 2021 | Dec. 31, 2020 | Dec. 18, 2020 | Dec. 10, 2020 | |
2020 Convertible Promissory Notes | |||||||||
Convertible Notes Payable | |||||||||
Principal amount | $ 4,875 | $ 4,875 | $ 5,125 | $ 5,125 | |||||
Interest rate | 8% | 8% | 8% | 8% | |||||
Interest expense | $ 0 | $ 210 | |||||||
2020 Convertible Promissory Notes | Series B Preferred Stock | |||||||||
Convertible Notes Payable | |||||||||
Debt conversion shares | 1,007,965 | ||||||||
Convertible note payable | $ 10,228 | ||||||||
Fair value of the embedded derivative | $ 5,497 | ||||||||
2019 Convertible Promissory Notes | |||||||||
Convertible Notes Payable | |||||||||
Principal amount | $ 3,000 | ||||||||
Interest rate | 5% | ||||||||
Convertible note payable | $ 3,612 | ||||||||
Interest expense | $ 0 | $ 53 | |||||||
2019 Convertible Promissory Notes | Series B Preferred Stock | |||||||||
Convertible Notes Payable | |||||||||
Debt conversion shares | 254,899 | ||||||||
Discount percentage | 30% |
Fair Value Measurements - Liabi
Fair Value Measurements - Liabilities Measured and Recorded at Fair Value on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Public Warrants | |||||
Liabilities | |||||
Liabilities | $ 12,483 | $ 12,483 | $ 26,483 | ||
Private Placement Warrants | |||||
Liabilities | |||||
Liabilities | 9,354 | 9,354 | 23,537 | ||
Commercial Paper | |||||
Assets | |||||
Assets | 146,572 | 146,572 | 33,275 | ||
Corporate Bonds | |||||
Assets | |||||
Assets | 208,824 | 208,824 | 39,593 | ||
Government Bonds | |||||
Assets | |||||
Assets | 42,938 | 42,938 | 3,017 | ||
U.S Treasuries | |||||
Assets | |||||
Assets | 11,539 | 11,539 | |||
Level 1 | Public Warrants | |||||
Liabilities | |||||
Liabilities | 12,483 | 12,483 | 26,483 | ||
Level 1 | Commercial Paper | |||||
Assets | |||||
Assets | 146,572 | 146,572 | 33,275 | ||
Level 1 | Corporate Bonds | |||||
Assets | |||||
Assets | 208,824 | 208,824 | 39,593 | ||
Level 1 | Government Bonds | |||||
Assets | |||||
Assets | 42,938 | 42,938 | 3,017 | ||
Level 1 | U.S Treasuries | |||||
Assets | |||||
Assets | 11,539 | 11,539 | |||
Level 2 | Private Placement Warrants | |||||
Liabilities | |||||
Liabilities | 9,354 | 9,354 | $ 23,537 | ||
Level 3 | |||||
Liabilities | |||||
Transfers in or out of Level 3 | $ 0 | $ 0 | $ 0 | $ 0 |
Fair Value Measurements - Measu
Fair Value Measurements - Measurement inputs (Details) - Recurring - Level 2 - Private Placement Warrants | Sep. 30, 2022 Y item $ / shares | Dec. 31, 2021 item Y $ / shares |
Exercise Price | ||
Fair Value Measurements | ||
Measurement input, warrants | $ / shares | 11.50 | 11.50 |
Stock Price | ||
Fair Value Measurements | ||
Measurement input, warrants | $ / shares | 5.26 | 8.74 |
Volatility | ||
Fair Value Measurements | ||
Measurement input, warrants | item | 0.515 | 0.489 |
Term | ||
Fair Value Measurements | ||
Measurement input, warrants | Y | 4.19 | 4.94 |
Risk-free rate | ||
Fair Value Measurements | ||
Measurement input, warrants | item | 0.0405 | 0.0124 |
Fair Value Measurements - Publi
Fair Value Measurements - Public Warrants measured at fair value using Level 1 directly observable inputs and Private Placement Warrants (Details) - Fair Value, Recurring - $ / shares | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Public Warrants | Level 1 | |||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation | |||
Beginning balance, per share | $ 1.07 | $ 1.07 | $ 2.27 |
Change in fair value | (1.20) | ||
Ending balance, per share | 1.07 | 1.07 | 2.27 |
Private Placement Warrants | Level 2 | |||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation | |||
Beginning balance, per share | 1.22 | 1.22 | 3.07 |
Change in fair value | (1.85) | ||
Ending balance, per share | $ 1.22 | $ 1.22 | $ 3.07 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair value for the Public Warrants and Private Placement Warrants (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Recurring | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation | ||||
Number of warrants outstanding | 19,333,303 | 19,333,303 | ||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation | ||||
Balance at the beginning | $ 21,837 | $ 50,020 | ||
Change in fair value | 0 | (28,183) | ||
Balance at the end | $ 21,837 | $ 21,837 | ||
Public Warrants | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation | ||||
Number of warrants outstanding | 11,666,636 | 11,666,636 | 11,666,636 | |
Public Warrants | Fair Value, Recurring | Level 1 | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation | ||||
Number of warrants outstanding | 11,666,636 | 11,666,636 | ||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation | ||||
Balance at the beginning | $ 12,483 | $ 26,483 | ||
Change in fair value | 0 | (14,000) | ||
Balance at the end | $ 12,483 | $ 12,483 | ||
Private Placement Warrants | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation | ||||
Number of warrants outstanding | 7,666,667 | 7,666,667 | 7,666,667 | |
Private Placement Warrants | Fair Value, Recurring | Level 2 | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation | ||||
Number of warrants outstanding | 7,666,667 | 7,666,667 | ||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation | ||||
Balance at the beginning | $ 9,354 | $ 23,537 | ||
Change in fair value | 0 | (14,183) | ||
Balance at the end | $ 9,354 | $ 9,354 |
Common Stock Warrant Liabilit_2
Common Stock Warrant Liabilities (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Common Stock Warrant Liabilities | |||
Trading days considered in the calculation of fair market value | 10 days | ||
Change in fair value of warrant liabilities | $ 0 | $ 28,183 | |
Warrant common stock | |||
Common Stock Warrant Liabilities | |||
Warrants to purchase common stock | 1 | 1 | |
Exercise price of warrants | $ 11.50 | $ 11.50 | |
Public Warrants | |||
Common Stock Warrant Liabilities | |||
Number of warrants outstanding | 11,666,636 | 11,666,636 | 11,666,636 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||
Common Stock Warrant Liabilities | |||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | ||
Threshold trading days for redemption of public warrants | 20 days | ||
Threshold consecutive trading days for redemption of public warrants | 30 days | ||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |||
Common Stock Warrant Liabilities | |||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Redemption price per public warrant (in dollars per share) | $ 0.10 | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | ||
Private Placement Warrants | |||
Common Stock Warrant Liabilities | |||
Number of warrants outstanding | 7,666,667 | 7,666,667 | 7,666,667 |
Mezzanine Equity (Details)
Mezzanine Equity (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
May 31, 2021 | Dec. 08, 2021 | Dec. 07, 2021 | |
Series A-1 Preferred Stock | |||
Mezzanine Equity | |||
Preferred stock, shares outstanding | 14,069,187 | ||
Preferred Stock converted into shares | 14,069,187 | ||
Series B Preferred Stock | |||
Mezzanine Equity | |||
Preferred stock, shares outstanding | 8,777,812 | ||
Minimum net cash proceeds for conversion | $ 135,579 | ||
Preferred Stock converted into shares | 8,777,812 |
Stockholders' Equity - Stock op
Stockholders' Equity - Stock options exercised (Details) - shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Common Stock | ||||||
Stockholders' Equity | ||||||
Stock options exercised | 1,293,762 | 226,558 | 6,869,144 | 778,817 | 8,162,906 | 1,005,375 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2015 | May 31, 2021 | |
Stockholders' Equity | |||||
Cash received from options exercised under all share-based payment arrangements | $ 771 | $ 102 | |||
Equity incentive, 2014 Plan | |||||
Stockholders' Equity | |||||
Cash received from options exercised under all share-based payment arrangements | $ 771 | $ 102 | |||
Warrants | |||||
Stockholders' Equity | |||||
Warrants to purchase shares of common stock | 45,730 | 276,000 | 1,755,557 | ||
Exercise price of warrants | $ 0.53 | $ 0.00001088 | $ 0.01 | ||
Expenses related to issuance of warrants | $ 16 | $ 18 |
Stock Based Compensation - Comp
Stock Based Compensation - Compensation costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Compensation costs | ||||
Total equity-based compensation cost | $ 2,588 | $ 758 | $ 6,498 | $ 975 |
Restricted Stock Units | ||||
Compensation costs | ||||
Total equity-based compensation cost | 618 | 1,133 | ||
Stock Options | ||||
Compensation costs | ||||
Total equity-based compensation cost | $ 1,970 | $ 758 | $ 5,365 | $ 975 |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock options (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Stock Based Compensation. | ||
Period for recognition of compensation costs | 4 years | 4 years |
Future compensation costs related to the unvested portion of stock options | $ 23,324 | $ 14,189 |
2014 Equity Incentive Plan | ||
Stock Based Compensation. | ||
Options grants | 12,285,359 | |
2021 Equity Incentive Plan | ||
Stock Based Compensation. | ||
Options grants | 1,674,284 | |
Stock Options | 2014 Equity Incentive Plan | ||
Stock Based Compensation. | ||
Vesting period (in years) | 10 years | |
Stock Options | 2021 Equity Incentive Plan | ||
Stock Based Compensation. | ||
Vesting period (in years) | 10 years | |
Stock Options | One year after the initial date of service | 2014 Equity Incentive Plan | ||
Stock Based Compensation. | ||
Vesting percentage | 0.25% | |
Stock Options | One year after the initial date of service | 2021 Equity Incentive Plan | ||
Stock Based Compensation. | ||
Vesting percentage | 0.25% | |
Stock Options | 36 successive equal monthly installments following the first vesting date | 2014 Equity Incentive Plan | ||
Stock Based Compensation. | ||
Vesting percentage | 0.75% |
Stock Based Compensation - Fair
Stock Based Compensation - Fair value of options granted (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Stock Based Compensation | ||
Approximate risk-free rate | 2.84% | 0.88% |
Volatility | 44.69% | 42.47% |
Average expected life (years) | 6 years | 6 years |
Dividend yield | 0% | 0% |
Weighted-average grant date fair value | $ 7.26 | $ 4.62 |
Estimated fair value of total options granted | $ 5,659 | $ 14,484 |
Stock Based Compensation - Rest
Stock Based Compensation - Restricted stock units (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Apr. 01, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Weighted Average Grant Date Fair Value Per Share | |||
Future compensation costs related to the unvested portion of stock options | $ 23,324 | $ 14,189 | |
Period for recognition of compensation costs | 4 years | 4 years | |
Restricted Stock Units | |||
Restricted Stock Units. | |||
Outstanding at the beginning | 0 | ||
Granted | 1,139,935 | ||
Vested | (29,108) | ||
Forfeited | (1,689) | ||
Outstanding at the end | 1,109,138 | 0 | |
Weighted Average Grant Date Fair Value Per Share | |||
Outstanding at the beginning (in dollars per share) | $ 0 | ||
Granted (in dollars per share) | 7.42 | ||
Vested (in dollars per share) | 7.26 | ||
Forfeited (in dollars per share) | 8.67 | ||
Outstanding at the end (in dollars per share) | $ 7.42 | $ 0 | |
Future compensation costs related to the unvested portion of stock options | $ 6,803 | ||
Period for recognition of compensation costs | 4 years | ||
Restricted Stock Units | Employee | |||
Stock Based Compensation. | |||
Vesting percentage | 0.25% | ||
Restricted Stock Units | Director | |||
Stock Based Compensation. | |||
Vesting percentage | 0.33% |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Jan. 01, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 08, 2021 | |
2021 Equity Incentive Plan | ||||
Stock Based Compensation. | ||||
Number of shares permitted to grant | 24,821,940 | 18,900,000 | ||
Maximum additional number of shares added to shares available for issuance | 18,900,000 | |||
Percentage on shares outstanding added to shares available for issuance | 5% | |||
Options grants | 1,674,284 | |||
Employee stock purchase, 2021 Plan | ||||
Stock Based Compensation. | ||||
Number of shares permitted to grant | 3,778,000 | |||
Percentage on shares outstanding added to shares available for issuance | 1% | |||
Options grants | 0 | |||
Common Stock available for issuance | 5,453,579 | 3,778,000 | ||
Percentage limit on commons stock shares outstanding | 5% | |||
Threshold percentage on the fair market value | 85% | |||
Threshold percentage of the combined voting power | 15% | |||
Number of shares permitted to deliver | 5,463,579 | |||
Annual Limit | $ 25,000 | |||
2014 Equity Incentive Plan | ||||
Stock Based Compensation. | ||||
Options outstanding | 25,827,919 | |||
Options grants | 12,285,359 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of reconciliation of basic weighted average common shares outstanding to diluted weighted average shares outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings (Loss) Per Share | ||||
Net (loss) | $ (12,399) | $ (8,450) | $ (9,076) | $ (24,864) |
Weighted average shares outstanding - Basic | 175,025,984 | 102,389,770 | 173,859,649 | 87,258,952 |
Weighted average shares outstanding - Diluted | 175,025,984 | 102,389,770 | 173,859,649 | 87,258,952 |
Basic (loss) per share | $ (0.07) | $ (0.08) | $ (0.05) | $ (0.28) |
Diluted (loss) per share | $ (0.07) | $ (0.08) | $ (0.05) | $ (0.28) |
Earnings (Loss) Per Share - S_2
Earnings (Loss) Per Share - Schedule of potentially dilutive securities excluded from the diluted loss per share calculation (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Potentially dilutive securities excluded from the diluted loss per share calculation | ||||
Total potentially dilutive securities | 45,629,294 | 24,690,785 | 46,001,871 | 25,750,764 |
Warrant Common Stock | ||||
Potentially dilutive securities excluded from the diluted loss per share calculation | ||||
Total potentially dilutive securities | 19,333,303 | 1,878,386 | 19,333,303 | 1,878,386 |
Restricted Stock Units | 2021 Equity Incentive Plan | ||||
Potentially dilutive securities excluded from the diluted loss per share calculation | ||||
Total potentially dilutive securities | 1,078,129 | 558,910 | ||
Stock Options | 2014 & 2021 Equity Incentive Plan | ||||
Potentially dilutive securities excluded from the diluted loss per share calculation | ||||
Total potentially dilutive securities | 25,217,862 | 22,812,400 | 26,109,658 | 23,872,378 |
Leases - Components of lease (D
Leases - Components of lease (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 01, 2021 | |
Leases | |||
Operating lease renewal term (in years) | 5 years | ||
Lease costs | |||
Finance lease costs, amortization of right-of-use assets | $ 36 | $ 51 | |
Finance lease costs, interest on lease liabilities | 11 | 16 | |
Operating lease costs | 277 | 830 | |
Total lease expense | $ 324 | $ 897 |
Leases - Components of suppleme
Leases - Components of supplemental cash flow information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Leases | ||
Operating outgoing cash flows - finance lease | $ 8 | $ 12 |
Financing outgoing cash flows - finance lease | 56 | 76 |
Operating outgoing cash flows - operating lease | 273 | 638 |
Right-of-use assets obtained in exchange for new finance lease liabilities | $ 637 | 857 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 7,671 |
Leases - Lease term and discoun
Leases - Lease term and discount rate (Details) | Sep. 30, 2022 |
Leases | |
Weighted-average remaining lease term - finance lease (in years) | 3 years 6 months 3 days |
Weighted-average discount rate - finance lease | 6.10% |
Weighted-average remaining lease term - operating lease (in years) | 10 years 7 months 2 days |
Weighted-average discount rate - operating lease | 5.90% |
Leases - Schedule of future min
Leases - Schedule of future minimum payments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Finance Lease | |
2022 (remaining three months) | $ 67 |
2023 | 269 |
2024 | 269 |
2025 | 147 |
2026 | 52 |
Thereafter | 53 |
Total | 857 |
Less present value discount | 82 |
Total lease liabilities | 775 |
Operating Lease | |
2022 (remaining three months) | 274 |
2023 | 1,123 |
2024 | 1,068 |
2025 | 779 |
2026 | 802 |
Thereafter | 6,584 |
Total | 10,630 |
Less present value discount | 2,805 |
Total lease liabilities | $ 7,825 |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Retirement Plans | ||||
Contributions to the plan | $ 159 | $ 77 | $ 454 | $ 226 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Taxes | ||||
Effective tax rate | 0.68% | 0.55% | 0.78% | 0.35% |
Contingencies (Details)
Contingencies (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Contingencies | ||
Deferred revenue | $ 200 | $ 500 |