As filed with the Securities and Exchange Commission on February 28, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOLID POWER, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 86-1888095 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
486 S. Pierce Avenue, Suite E
Louisville, CO 80027
(Address of principal executive offices, including zip code)
Solid Power, Inc. 2021 Equity Incentive Plan
(Full title of the plan)
James Liebscher
Chief Legal Officer
Solid Power, Inc.
486 S. Pierce Avenue, Suite E
Louisville, CO 80027
(303) 219-0720
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Kevin L. Vold Polsinelli PC 1401 Eye Street, NW, Suite 800 Washington, DC 20005 Telephone: (202) 783-3300 Facsimile: (202) 783-3535 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ |
| Non-accelerated filer x | Smaller reporting company x |
| Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This Registration Statement has been prepared and filed pursuant to and in accordance with the requirements of General Instruction E to Form S-8 for the purpose of registering an additional 9,018,201 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Solid Power, Inc. (the “Registrant”) that are issuable at any time or from time to time pursuant to the Solid Power, Inc. 2021 Equity Incentive Plan (the “Plan”). In accordance with General Instruction E to Form S-8, the contents of the Registration Statements on Form S-8 filed for the Plan with the Securities and Exchange Commission (the “Commission”) on February 14, 2022 (File No. 333-262714) and February 28, 2024 (File No. 333-277438), including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement, except as supplemented by the information set forth below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”), filed with the Commission on February 28, 2025;
(b) The Registrant’s Current Reports on Form 8-K filed with the Commission on January 13, 2025 and January 24, 2025 (other than portions furnished or otherwise not deemed to be filed); and
(c) The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on March 23, 2021 (File No. 001-40284) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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Item 8. Exhibits
| * | Filed herewith. |
| ± | Certain portions of this exhibit have been omitted in accordance with Regulation S-K Item 601. The Company agrees to furnish an unredacted copy of the exhibit to the Commission upon request. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Louisville, Colorado, on this 28th day of February, 2025.
| SOLID POWER, INC. | |||
| By: | /s/ John Van Scoter | ||
| Name: | John Van Scoter | ||
| Title: | President, Chief Executive Officer, and Director | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John Van Scoter, Linda Heller, and James Liebscher, and each or any of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ John Van Scoter | President, Chief Executive Officer, and Director | February 28, 2025 | ||
| John Van Scoter | (Principal Executive Officer) | |||
| /s/ Linda Heller | Chief Financial Officer and Treasurer | February 28, 2025 | ||
| Linda Heller | (Principal Financial and Accounting Officer) | |||
| /s/ Erik Anderson | Director | February 28, 2025 | ||
| Erik Anderson | ||||
| /s/ Kaled Awada | Director | February 28, 2025 | ||
| Kaled Awada | ||||
| /s/ Rainer Feurer | Director | February 28, 2025 | ||
| Rainer Feurer | ||||
| /s/ Steven H. Goldberg | Director | February 28, 2025 | ||
| Steven H. Goldberg | ||||
| /s/ Susan Kreh | Director | February 28, 2025 | ||
| Susan Kreh | ||||
| /s/ Aleksandra Miziolek | Director | February 28, 2025 | ||
| Aleksandra Miziolek | ||||
| /s/ Lesa Roe | Director | February 28, 2025 | ||
| Lesa Roe | ||||
| /s/ John Stephens | Director | February 28, 2025 | ||
| John Stephens | ||||
| /s/ MaryAnn Wright | Director | February 28, 2025 | ||
| MaryAnn Wright |
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