Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 05, 2024 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
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 | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 178,962,858 | |
Entity Central Index Key | 0001844862 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common stock | ||
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 | ||
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 | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 30,638 | $ 34,537 |
Marketable securities | 109,882 | 141,505 |
Contract receivables | 7,766 | 1,553 |
Contract receivables from related parties | 4,581 | |
Prepaid expenses and other current assets | 7,959 | 5,523 |
Total current assets | 160,826 | 183,118 |
Long-Term Assets | ||
Property, plant and equipment, net | 99,727 | 99,156 |
Right-of-use operating lease assets, net | 6,852 | 7,154 |
Right-of-use finance lease assets, net | 972 | 1,088 |
Investments | 218,313 | 239,566 |
Intangible assets, net | 1,912 | 1,650 |
Other assets | 4,025 | 1,060 |
Total long-term assets | 331,801 | 349,674 |
Total assets | 492,627 | 532,792 |
Current Liabilities | ||
Accounts payable and other accrued liabilities | 7,285 | 6,455 |
Deferred revenue | 10,075 | 1 |
Deferred revenue from related parties | 828 | |
Accrued compensation | 4,559 | 7,590 |
Operating lease liabilities | 668 | 626 |
Finance lease liabilities | 362 | 379 |
Total current liabilities | 22,949 | 15,879 |
Long-Term Liabilities | ||
Warrant liabilities | 4,025 | 4,227 |
Operating lease liabilities | 7,649 | 7,996 |
Finance lease liabilities | 381 | 552 |
Other liabilities | 845 | 803 |
Total long-term liabilities | 12,900 | 13,578 |
Total liabilities | 35,849 | 29,457 |
Stockholders' Equity | ||
Common Stock, $0.0001 par value; 2,000,000,000 shares authorized; 178,349,557 and 179,010,884 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 18 | 18 |
Additional paid-in capital | 586,029 | 588,515 |
Accumulated deficit | (128,120) | (84,639) |
Accumulated other comprehensive loss | (1,149) | (559) |
Total stockholders' equity | 456,778 | 503,335 |
Total liabilities and stockholders' equity | $ 492,627 | $ 532,792 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
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 issued | 178,640,611 | 179,010,884 |
Common stock, shares outstanding | 178,640,611 | 179,010,884 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) | ||||
Revenue | $ 5,075 | $ 4,906 | $ 11,028 | $ 8,698 |
Operating Expenses | ||||
Direct costs | 5,437 | 6,897 | 9,727 | 13,171 |
Research and development | 18,526 | 14,508 | 37,400 | 26,156 |
Selling, general and administrative | 8,049 | 5,673 | 16,619 | 12,862 |
Total operating expenses | 32,012 | 27,078 | 63,746 | 52,189 |
Operating Loss | (26,937) | (22,172) | (52,718) | (43,491) |
Nonoperating Income and Expense | ||||
Interest income | 4,520 | 4,993 | 9,637 | 9,827 |
Change in fair value of warrant liabilities | 703 | 4,987 | 202 | 2,325 |
Interest expense | (49) | (13) | (91) | (26) |
Total nonoperating income and expense | 5,174 | 9,967 | 9,748 | 12,126 |
Pretax Loss | (21,763) | (12,205) | (42,970) | (31,365) |
Income tax expense | 511 | 511 | ||
Net Loss Attributable to Common Stockholders | (22,274) | (12,205) | (43,481) | (31,365) |
Other Comprehensive Income (Loss) | (11) | 1,098 | (590) | (213) |
Comprehensive Loss Attributable to Common Stockholders | $ (22,285) | $ (11,107) | $ (44,071) | $ (31,578) |
Basic loss per share | $ (0.13) | $ (0.07) | $ (0.24) | $ (0.18) |
Diluted loss per share | $ (0.13) | $ (0.07) | $ (0.24) | $ (0.18) |
Weighted average shares outstanding - Basic | 177,588,035 | 178,063,573 | 179,186,027 | 177,502,037 |
Weighted average shares outstanding - Diluted | 177,588,035 | 178,063,573 | 179,186,027 | 177,502,037 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock | Additional paid-in capital | Accumulated deficit | Accumulated Other Comprehensive Loss | Total |
Balance at the beginning at Dec. 31, 2022 | $ 18 | $ 577,603 | $ (19,090) | $ (3,159) | $ 555,372 |
Balance at the beginning (in shares) at Dec. 31, 2022 | 176,007,184 | ||||
Changes in stockholder's equity | |||||
Net loss | (19,158) | (19,158) | |||
Stock options exercised | 150 | 150 | |||
Stock options exercised (in shares) | 1,679,954 | ||||
Stock-based compensation expense | 2,222 | 2,222 | |||
Unrealized gain (loss) on marketable securities | 885 | 885 | |||
Balance at the end at Mar. 31, 2023 | $ 18 | 579,975 | (38,248) | (2,274) | 539,471 |
Balance at the end (in shares) at Mar. 31, 2023 | 177,687,138 | ||||
Balance at the beginning at Dec. 31, 2022 | $ 18 | 577,603 | (19,090) | (3,159) | 555,372 |
Balance at the beginning (in shares) at Dec. 31, 2022 | 176,007,184 | ||||
Changes in stockholder's equity | |||||
Net loss | (31,365) | ||||
Shares of common stock issued under ESPP (in shares) | 129,928 | ||||
Shares of common stock issued for vested RSUs (in shares) | 163,148 | ||||
Stock options exercised (in shares) | 2,026,630 | ||||
Balance at the end at Jun. 30, 2023 | $ 18 | 583,034 | (50,369) | (3,372) | 529,311 |
Balance at the end (in shares) at Jun. 30, 2023 | 178,326,890 | ||||
Balance at the beginning at Mar. 31, 2023 | $ 18 | 579,975 | (38,248) | (2,274) | 539,471 |
Balance at the beginning (in shares) at Mar. 31, 2023 | 177,687,138 | ||||
Changes in stockholder's equity | |||||
Net loss | (12,205) | (12,205) | |||
Withholding of employee taxes related to stock-based compensation | (111) | 84 | (27) | ||
Shares of common stock issued under ESPP | 214 | 214 | |||
Shares of common stock issued under ESPP (in shares) | 129,928 | ||||
Shares of common stock issued for vested RSUs (in shares) | 163,148 | ||||
Stock options exercised | 33 | 33 | |||
Stock options exercised (in shares) | 346,676 | ||||
Stock-based compensation expense | 2,923 | 2,923 | |||
Unrealized gain (loss) on marketable securities | (1,098) | (1,098) | |||
Balance at the end at Jun. 30, 2023 | $ 18 | 583,034 | (50,369) | (3,372) | 529,311 |
Balance at the end (in shares) at Jun. 30, 2023 | 178,326,890 | ||||
Balance at the beginning at Dec. 31, 2023 | $ 18 | 588,515 | (84,639) | (559) | 503,335 |
Balance at the beginning (in shares) at Dec. 31, 2023 | 179,010,884 | ||||
Changes in stockholder's equity | |||||
Net loss | (21,207) | (21,207) | |||
Withholding of employee taxes related to stock-based compensation | (169) | (169) | |||
Shares of common stock issued for vested RSUs (in shares) | 161,995 | ||||
Stock options exercised | 97 | 97 | |||
Stock options exercised (in shares) | 2,360,316 | ||||
Shares of common stock repurchased | (3,183,638) | ||||
Repurchase and retirement of shares of common stock | (4,963) | (4,963) | |||
Stock-based compensation expense | 2,863 | 2,863 | |||
Unrealized gain (loss) on marketable securities | (579) | (579) | |||
Balance at the end at Mar. 31, 2024 | $ 18 | 586,343 | (105,846) | (1,138) | 479,377 |
Balance at the end (in shares) at Mar. 31, 2024 | 178,349,557 | ||||
Balance at the beginning at Dec. 31, 2023 | $ 18 | 588,515 | (84,639) | (559) | 503,335 |
Balance at the beginning (in shares) at Dec. 31, 2023 | 179,010,884 | ||||
Changes in stockholder's equity | |||||
Net loss | $ (43,481) | ||||
Shares of common stock issued under ESPP (in shares) | 187,614 | ||||
Shares of common stock issued for vested RSUs (in shares) | 851,216 | ||||
Stock options exercised (in shares) | 3,590,897 | ||||
Shares of common stock repurchased | (5,000,000) | (5,000,000) | |||
Repurchase and retirement of shares of common stock | $ (8,355) | ||||
Balance at the end at Jun. 30, 2024 | $ 18 | 586,029 | (128,120) | (1,149) | 456,778 |
Balance at the end (in shares) at Jun. 30, 2024 | 178,640,611 | ||||
Balance at the beginning at Mar. 31, 2024 | $ 18 | 586,343 | (105,846) | (1,138) | 479,377 |
Balance at the beginning (in shares) at Mar. 31, 2024 | 178,349,557 | ||||
Changes in stockholder's equity | |||||
Net loss | (22,274) | (22,274) | |||
Withholding of employee taxes related to stock-based compensation | (310) | (310) | |||
Shares of common stock issued under ESPP | 238 | 238 | |||
Shares of common stock issued under ESPP (in shares) | 187,614 | ||||
Shares of common stock issued for vested RSUs (in shares) | 689,221 | ||||
Stock options exercised | 100 | $ 100 | |||
Stock options exercised (in shares) | 1,230,581 | ||||
Shares of common stock repurchased | (1,816,362) | (1,816,362) | |||
Repurchase and retirement of shares of common stock | (3,393) | $ (3,393) | |||
Stock-based compensation expense | 3,051 | 3,051 | |||
Unrealized gain (loss) on marketable securities | (11) | (11) | |||
Balance at the end at Jun. 30, 2024 | $ 18 | $ 586,029 | $ (128,120) | $ (1,149) | $ 456,778 |
Balance at the end (in shares) at Jun. 30, 2024 | 178,640,611 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows from Operating Activities | ||
Net loss | $ (43,481) | $ (31,365) |
Adjustments to reconcile net loss to net cash and cash equivalents from operating activities: | ||
Depreciation and amortization | 7,974 | 4,906 |
Amortization of right-of-use assets | 417 | 372 |
Stock-based compensation expense | 5,914 | 5,145 |
Change in fair value of warrant liabilities | (202) | (2,325) |
Accretion of discounts on other long-term liabilities | 24 | |
Amortization of premiums and accretion of discounts on marketable securities | (4,540) | (5,518) |
Change in operating assets and liabilities that provided (used) cash and cash equivalents: | ||
Contract receivables | (6,213) | (1,232) |
Contract receivables from related parties | (4,581) | (2,151) |
Prepaid expenses and other assets | (2,287) | (188) |
Accounts payable and other accrued liabilities | 884 | (297) |
Deferred revenue | 10,075 | (32) |
Deferred revenue from related parties | (828) | (4,000) |
Accrued compensation | (3,030) | 649 |
Operating lease liabilities | (305) | (268) |
Net cash and cash equivalents used in operating activities | (40,179) | (36,304) |
Cash Flows from Investing Activities | ||
Purchases of property, plant and equipment | (8,460) | (21,184) |
Purchases of marketable securities and investments | (99,548) | (174,400) |
Proceeds from sales of marketable securities and investments | 156,135 | 210,329 |
Cash paid for note receivable to an independent contractor | (3,046) | |
Purchases of intangible assets | (270) | (259) |
Net cash and cash equivalents provided by investing activities | 44,811 | 14,486 |
Cash Flows from Financing Activities | ||
Payments of debt | (7) | |
Proceeds from exercise of stock options | 197 | 184 |
Proceeds from issuance of shares of common stock under the ESPP | 238 | 214 |
Cash paid for withholding of employee taxes related to stock-based compensation | (479) | (111) |
Repurchase of shares of common stock | (8,274) | |
Payments on finance lease liabilities | (213) | (146) |
Net cash and cash equivalents provided by (used in) financing activities | (8,531) | 134 |
Net decrease in cash and cash equivalents | (3,899) | (21,684) |
Cash and cash equivalents at beginning of period | 34,537 | 50,123 |
Cash and cash equivalents at end of period | 30,638 | 28,439 |
Supplemental information | ||
Cash paid for interest | 91 | 26 |
Accrued capital expenditures | $ 744 | $ 3,591 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2024 | |
Nature of Business | |
Nature of Business | Note 1 – Nature of Business Solid Power is developing solid-state battery technology for the EV and other markets. The Company’s planned business model is to manufacture and sell its proprietary electrolyte and to license its cell designs and manufacturing processes. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
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 2023 Form 10-K and are supplemented by the Notes. The financial statements included in this Report (including the Notes) should be read in conjunction with the 2023 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 and reflect all adjustments of a normal recurring nature, which are, in the opinion of management, necessary for a fair presentation of the consolidated financial position and results of operations at, and for, the periods presented. 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 and share and per share amounts. The accompanying unaudited condensed consolidated financial statements include accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Additionally, certain prior period amounts have been reclassified to conform to current period presentation in the accompanying unaudited condensed consolidated financial statements. Recent Accounting Pronouncements Income Taxes In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740) Improvements to Income Tax Disclosures. ASU 2023-09 requires companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires companies to disclose additional information about income taxes paid. ASU 2023-09 will be effective for annual periods beginning January 1, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is evaluating the disclosure impact of ASU 2023-09. Segment Reporting In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. Among other new disclosure requirements, ASU 2023-07 requires companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker, or CODM. ASU 2023-07 will be effective for annual periods beginning on January 1, 2024 and interim periods beginning on January 1, 2025. ASU 2023-07 must be applied retrospectively to all prior periods presented in the financial statements. The Company does not expect any financial statement impact with the adoption of ASU 2023-07. |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | Note 3 – Property, Plant and Equipment Property, plant and equipment are summarized as follows: June 30, 2024 December 31, 2023 Production equipment $ 36,473 $ 36,086 Laboratory equipment 11,275 9,910 Leasehold improvements 59,394 59,109 Furniture and computer equipment 4,046 3,915 Construction in progress 20,015 13,650 Total cost 131,203 122,670 Accumulated depreciation (31,476) (23,514) Net property and equipment $ 99,727 $ 99,156 Depreciation expenses for dedicated laboratory equipment and production equipment are charged to research and development. The other depreciation expenses are included in the Company’s overhead and are allocated across Operating Expenses based on Company personnel costs incurred. Depreciation expense related to property, plant and equipment are summarized as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Depreciation expense $ 4,061 $ 2,639 $ 7,966 $ 4,898 The Company expanded its electrolyte production to produce larger quantities of electrolyte material required to feed cell-production lines and continue research and development efforts at SP2. The Company began producing electrolyte at SP2 in 2023 . The Company is developing a design verification plan and report lab at SP2 to improve and test process developments, which is anticipated to be placed in service by the end of 2024. Construction in progress June 30, 2024 December 31, 2023 SP1 - Capital projects $ 3,797 $ 2,298 SP2 - Increased scale electrolyte production 16,218 11,352 Total $ 20,015 $ 13,650 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
Intangible Assets | |
Intangible Assets | Note 4 – Intangible Assets Intangible assets of the Company are summarized as follows: June 30, 2024 December 31, 2023 Gross Carrying Accumulated Gross Carrying Accumulated Amount Amortization Amount Amortization Intangible assets: Licenses $ 149 $ (65) $ 149 $ (61) Patents 130 (8) 92 (5) Patents pending 1,671 1,444 — Trademarks 13 13 — Trademarks pending 22 18 — Total amortized intangible assets $ 1,985 $ (73) $ 1,716 $ (66) Amortization expense for intangible assets is summarized as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Amortization expense $ 3 $ 3 $ 7 $ 8 Useful lives of intangible assets range from three to 20 years . Amortization expenses are allocated ratably across Operating Expenses based on Company personnel costs incurred. |
Collaborative Arrangement
Collaborative Arrangement | 6 Months Ended |
Jun. 30, 2024 | |
Collaborative Arrangement | |
Collaborative Arrangement | Note 5 – Collaborative Arrangement On January 10, 2024, the Company entered into the SK On Agreements. The Company determined the SK On Agreements should be combined and evaluated as a single contract. The SK On Agreements were determined to be a collaborative arrangement in accordance with ASC Topic 808, Collaborative Arrangements , and revenue recognition is recorded by analogy to ASC Topic 606, Revenue from Contracts with Customers . The Company determined the SK On Agreements represent a single, combined performance obligation. Collaborative revenue is recognized over time using the input measurement method utilizing incurred labor hours in relation to total labor hours anticipated to satisfy the combined performance obligation. The Company will expense contract fulfillment costs as incurred. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurements | |
Fair Value Measurements | Note 6 – Fair Value Measurements The Company considers all highly liquid instruments with original maturities of less than 90 days to be cash equivalents. The carrying amounts of certain financial instruments, such as cash equivalents, short-term investments, accounts receivable, accounts payable, and accrued liabilities, approximate fair value due to their relatively short maturities. Level 1inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that a reporting entity can access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for assets or liabilities. Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis As of June 30, 2024 and December 31, 2023, the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis were classified within the fair value hierarchy as follows: June 30, 2024 Level 1 Level 2 Level 3 Total Assets Commercial Paper $ 81,021 $ — $ — $ 81,021 Corporate Bonds $ 203,592 $ — $ — $ 203,592 Government Bonds $ 43,582 $ — $ — $ 43,582 Liabilities Public Warrants $ 2,241 $ — $ — $ 2,241 Private Placement Warrants $ — $ 1,784 $ — $ 1,784 December 31, 2023 Level 1 Level 2 Level 3 Total Assets Commercial Paper $ 84,909 $ — $ — $ 84,909 Corporate Bonds $ 239,473 $ — $ — $ 239,473 Government Bonds $ 56,689 $ — $ — $ 56,689 Liabilities Public Warrants $ 2,505 $ — $ — $ 2,505 Private Placement Warrants $ — $ 1,722 $ — $ 1,722 The change in fair value of the Company’s marketable securities and investments are included in other comprehensive income (loss). There were no transfers in and out of Level 3 fair value hierarchy during the three or six months ended June 30, 2024 or year ended December 31, 2023. During the six months ended June 30, 2024, the Company purchased $99,548 of marketable securities and investments. Fair Value of Warrants The fair value of the Private Placement Warrants has been estimated using a Black-Scholes model as of June 30, 2024 and December 31, 2023 Consolidated Balance Sheet dates. The estimated fair value of the Private Placement Warrants is determined using Level 2 directly or indirectly observable 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 the Company’s common stock. 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 dividend yield is based on the historical rate, which the Company anticipates remaining at zero. The fair value of the Public Warrants has been measured based on the quoted price of such warrants on the Nasdaq Stock Market, a Level 1 input. 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: June 30, 2024 December 31, 2023 Exercise price $ 11.50 $ 11.50 Stock price $ 1.65 $ 1.45 Volatility 97.9 % 95.0 % Term (in years) 2.44 2.94 Risk-free rate 4.52 % 3.94 % The following table provides a rollforward of the Public Warrants measured at fair value per Public Warrant using Level 1 inputs and Private Placement Warrants measured at fair value per Private Placement Warrant using Level 2 inputs: Public Warrants Private Placement Warrants Level 1 Fair Value Level 2 Fair Value December 31, 2023 $ 0.19 $ 0.28 Change in fair value $ 0.01 $ 0.06 March 31, 2024 $ 0.20 $ 0.34 Change in fair value $ (0.03) $ (0.05) June 30, 2024 $ 0.17 $ 0.29 The following tables provides a reconciliation of the change in fair value for the Public Warrants and Private Placement Warrants for the three months ended June 30, 2024: Three Months Change in Warrant Class Level Warrants March 31, 2024 Fair Value June 30, 2024 Public Warrants 1 13,182,501 $ 2,637 $ (396) $ 2,241 Private Placement Warrants 2 6,150,802 $ 2,091 $ (307) $ 1,784 Total 19,333,303 $ 4,728 $ (703) $ 4,025 The following tables provides a reconciliation of the change in fair value for the Public Warrants and Private Placement Warrants for the six months ended June 30, 2024: Six Months Change in Warrant Class Level Warrants December 31, 2023 Fair Value June 30, 2024 Public Warrants 1 13,182,501 $ 2,505 $ (264) $ 2,241 Private Placement Warrants 2 6,150,802 $ 1,722 $ 62 $ 1,784 Total 19,333,303 $ 4,227 $ (202) $ 4,025 |
Warrant Liabilities
Warrant Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Warrant Liabilities. | |
Warrant Liabilities | Note 7 – Warrant Liabilities The table below provides a summary of the outstanding Public and Private Placement Warrants at: June 30, 2024 December 31, 2023 Public Warrants 13,182,501 13,182,501 Private Placement Warrants 6,150,802 6,150,802 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. 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 table below provides the fair value of warrant liabilities at: June 30, 2024 December 31, 2023 Fair value of warrant liabilities $ 4,025 $ 4,227 The table below provides the Company’s loss recognized in connection with changes in fair value of warrant liabilities: Six Months Ended June 30, 2024 2023 Gain recognized associated with warrant liabilities $ 202 $ 2,325 There have been no changes to our Public or Private Placement Warrants, including redemption terms disclosed in our 2023 Form 10-K. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity | |
Stockholders' Equity | Note 8 – Stockholders’ Equity Common Stock Stock options exercised for common stock, shares of common stock repurchased under the stock repurchase program, shares of common stock issued under the ESPP, and shares of common stock issued upon vesting of RSUs for the three and six months ended June 30, 2024 and 2023 are summarized in the table below: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Stock options exercised 1,230,581 346,676 3,590,897 2,026,630 Shares of common stock repurchased (1,816,362) — (5,000,000) — Shares of common stock issued under the ESPP 187,614 129,928 187,614 129,928 Shares of common stock issued for vested RSUs 689,221 163,148 851,216 163,148 The table below presents the cash received or paid associated with common stock related activities for the three and six months ended June 30, 2024 and 2023: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Cash received from stock options exercised $ 100 $ 34 $ 197 $ 184 Cash received from shares of common stock issued under the ESPP 238 214 238 214 Cash paid for shares of common stock repurchased (3,360) — (8,274) — Stock Repurchase Program On January 23, 2024, the Company announced that its Board approved a stock repurchase program authorizing the Company to purchase up to $50,000 of the Company’s outstanding common stock. Under the repurchase program, the Company may purchase shares of its common stock from time to time until the repurchase program expires on December 31, 2025. The table below presents the number of shares repurchased and retired, the aggregate cost, and the average purchase price per share for the three months ended June 30, 2024: Shares Aggregate cost Avg. Price Paid Per Share Repurchased and retired shares of common stock 1,816,362 $ 3,393 $ 1.85 The table below presents the number of shares repurchased and retired, the aggregate cost, and the average purchase price per share for the six months ended June 30, 2024: Shares Aggregate cost Avg. Price Paid Per Share Repurchased and retired shares of common stock 5,000,000 $ 8,355 $ 1.64 |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Stock Based Compensation | |
Stock Based Compensation | Note 9 – Stock-Based Compensation There have been no changes to our equity incentive plans, the ESPP, or our accounting methodology for stock-based compensation, as disclosed in our 2023 Form 10-K. The fair value of stock options and 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. The Company allocated compensation ratably across Operating Expenses based on Company personnel costs incurred. 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 and six months ended June 30, 2024 and 2023, the Company recognized compensation costs totaling: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Stock-based compensation costs related to RSUs $ 1,397 $ 954 $ 2,609 $ 1,589 Stock-based compensation costs related to stock options 1,612 1,889 3,226 3,476 Stock-based compensation costs related to the ESPP 42 80 79 80 Total stock-based compensation costs $ 3,051 $ 2,923 $ 5,914 $ 5,145 The unrecognized future compensation costs as of June 30, 2024 and 2023, were $25,868 and $34,327 , respectively. The following table summarizes our award activity for RSUs and stock options for the three and six months ended June 30, 2024: RSUs Stock Options Balance at December 31, 2023 4,473,016 24,264,016 Granted 3,159,872 4,566,167 Vested or Exercised (264,754) (2,360,316) Forfeited (72,619) (842,395) Balance at March 31, 2024 7,295,515 25,627,472 Granted 2,162,222 1,757,960 Vested or Exercised (867,515) (1,230,581) Forfeited (886,343) (1,873,843) Balance at June 30, 2024 7,703,879 24,281,008 Stock Options The fair value of each stock option grant during the six months ended June 30, 2024 and 2023 was estimated on the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions used: Six Months Ended June 30, 2024 2023 Approximate risk ‑ free rate 4.23 % 4.17 % Volatility 48.10 % 46.91 % Average expected life (in years) 6 6 Dividend yield — % — % Weighted ‑ average grant date fair value $ 1.59 $ 2.8 Estimated fair value of total stock options granted $ 5,175 $ 7,815 |
Basic and Diluted Loss Per Shar
Basic and Diluted Loss Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Basic and Diluted Loss Per Share | |
Basic and Diluted Loss Per Share | Note 10 – Basic and Diluted Loss Per Share Basic loss per share represents net loss attributable to common stock divided by the basic weighted average number of shares of common stock outstanding during the period. Diluted loss per share also includes the dilutive effect of additional potential shares of common stock issuable from stock-based awards determined using the treasury stock method. Diluted loss per share represents net earnings divided by diluted weighted average number of shares of common stock, which includes the average dilutive effect of all potentially dilutive securities that are outstanding during the period. The table below sets forth the basic and diluted loss per share calculation for the three and six months ended June 30, 2024 and 2023. Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net loss attributable to common stockholders $ (22,274) $ (12,205) $ (43,481) $ (31,365) Weighted average shares outstanding – basic and diluted 177,588,035 178,063,573 179,186,027 177,502,037 Basic and diluted loss per share $ (0.13) $ (0.07) $ (0.24) $ (0.18) Due to the net loss for the three and six months ended June 30, 2024 and 2023 presented above, diluted loss per share was computed without consideration to potentially dilutive instruments as their inclusion would have been anti-dilutive. The table below sets forth (in shares) potentially dilutive securities excluded from the diluted loss per share calculation for the three and six months ended June 30, 2024 and 2023. Six Months Ended June 30, 2024 2023 Warrants 19,333,303 19,333,303 2014 Plan & 2021 Plan - Stock Options 23,508,745 25,892,666 2021 Plan - RSUs 6,269,774 2,474,393 ESPP - Common Stock 46,946 46,352 Contingently Issued Shares of Common Stock — 59,055 Total potentially dilutive securities 49,158,768 47,805,769 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases | |
Leases | Note 11 – Leases The Company leases its facilities and certain equipment. Fixed rent 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 facility in Louisville, Colorado, is under a noncancelable operating lease with a maturity date in September 2029. In 2022, the Company amended this operating lease to incorporate a prior subleased space into the base lease and extend the term of the lease. The Company has the right to renew this operating lease for an additional five-year period. On September 1, 2021, the Company entered into an industrial operating lease agreement for its facility 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 has certain equipment leases classified as finance leases as of June 30, 2024. 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Finance lease costs: Amortization of right-of-use assets $ 58 $ 47 $ 116 $ 91 Interest on lease liabilities 12 13 26 25 Operating lease costs 290 290 580 580 Total lease expense $ 360 $ 350 $ 722 $ 696 The components of cash flow information related to leases are as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Operating outgoing cash flows – finance leases $ 13 $ 14 $ 27 $ 26 Financing outgoing cash flows – finance leases 94 74 186 141 Operating outgoing cash flows – operating leases 292 283 584 567 Right-of-use assets obtained in exchange for new finance lease liabilities: — 79 — 89 Right-of-use assets obtained in exchange for new operating lease liabilities: — — — — June 30, 2024 Finance lease Weighted-average remaining lease term – finance leases (in years) 2.47 Weighted-average discount rate – finance leases 6.6 % Operating lease Weighted-average remaining lease term – operating leases (in years) 8.75 Weighted-average discount rate – operating leases 6.8 % As of June 30, 2024, future minimum payments during the next five years and thereafter are as follows: Fiscal year Finance Lease Operating Lease 2024 (remaining six months) $ 212 $ 589 2025 310 1,210 2026 179 1,248 2027 85 1,288 2028 16 1,329 2029 — 1,211 Thereafter — 4,031 Total 802 10,906 Less present value discount (59) (2,589) Total lease liabilities $ 743 $ 8,317 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions | |
Related Party Transactions | Note 12 – Related Party Transactions During the three and six months ended June 30, 2024 , the Company recognized $430 and $5,410 of revenue related to the BMW JDA, respectively. As of June 30, 2024 , the Company recorded $4,581 of accounts receivable related to the BMW JDA. During the three and six months ended June 30, 2023, the Company recognized $3,470 and $6,470 of revenue related to the BMW JDA, respectively. For the year ended December 31, 2023, the Company recorded $828 of deferred revenue related to cash paid from BMW in advance of services provided. On June 21, 2024, Solid Power Operating, Inc., a wholly owned subsidiary of the Company, amended its JDA with BMW to extend the term of the JDA and revise the payment schedule. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Taxes | |
Income Taxes | Note 13 – Income Taxes The Company’s effective tax rate was ( 2.4% ) and ( 1.2% ) for the three and six months ended June 30, 2024, respectively, as a result of withholding tax expense on revenue earned in a foreign jurisdiction. The Company’s effective tax rate was 0% for the three and six months ended June 30, 2023, and the Company was in a full valuation allowance for the three and six months ended June 30, 2024 and 2023. The Company's quarterly provision for income taxes is calculated by applying a projected annual effective tax rate, calculated separately for the United States and Republic of Korea, to ordinary pre-tax book income. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Contingencies | |
Contingencies | Note 14 – 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. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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 and reflect all adjustments of a normal recurring nature, which are, in the opinion of management, necessary for a fair presentation of the consolidated financial position and results of operations at, and for, the periods presented. 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 and share and per share amounts. The accompanying unaudited condensed consolidated financial statements include accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Additionally, certain prior period amounts have been reclassified to conform to current period presentation in the accompanying unaudited condensed consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Income Taxes In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740) Improvements to Income Tax Disclosures. ASU 2023-09 requires companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires companies to disclose additional information about income taxes paid. ASU 2023-09 will be effective for annual periods beginning January 1, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is evaluating the disclosure impact of ASU 2023-09. Segment Reporting In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. Among other new disclosure requirements, ASU 2023-07 requires companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker, or CODM. ASU 2023-07 will be effective for annual periods beginning on January 1, 2024 and interim periods beginning on January 1, 2025. ASU 2023-07 must be applied retrospectively to all prior periods presented in the financial statements. The Company does not expect any financial statement impact with the adoption of ASU 2023-07. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment | |
Schedule of property and equipment | June 30, 2024 December 31, 2023 Production equipment $ 36,473 $ 36,086 Laboratory equipment 11,275 9,910 Leasehold improvements 59,394 59,109 Furniture and computer equipment 4,046 3,915 Construction in progress 20,015 13,650 Total cost 131,203 122,670 Accumulated depreciation (31,476) (23,514) Net property and equipment $ 99,727 $ 99,156 |
Schedule of depreciation and amortization expense | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Depreciation expense $ 4,061 $ 2,639 $ 7,966 $ 4,898 |
Schedule of construction in progress | Construction in progress June 30, 2024 December 31, 2023 SP1 - Capital projects $ 3,797 $ 2,298 SP2 - Increased scale electrolyte production 16,218 11,352 Total $ 20,015 $ 13,650 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Intangible Assets | |
Schedule of intangible assets | June 30, 2024 December 31, 2023 Gross Carrying Accumulated Gross Carrying Accumulated Amount Amortization Amount Amortization Intangible assets: Licenses $ 149 $ (65) $ 149 $ (61) Patents 130 (8) 92 (5) Patents pending 1,671 1,444 — Trademarks 13 13 — Trademarks pending 22 18 — Total amortized intangible assets $ 1,985 $ (73) $ 1,716 $ (66) |
Schedule of amortization expense for intangible assets | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Amortization expense $ 3 $ 3 $ 7 $ 8 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurements | |
Schedule of financial assets and liabilities measured and recorded at fair value on a recurring basis | June 30, 2024 Level 1 Level 2 Level 3 Total Assets Commercial Paper $ 81,021 $ — $ — $ 81,021 Corporate Bonds $ 203,592 $ — $ — $ 203,592 Government Bonds $ 43,582 $ — $ — $ 43,582 Liabilities Public Warrants $ 2,241 $ — $ — $ 2,241 Private Placement Warrants $ — $ 1,784 $ — $ 1,784 December 31, 2023 Level 1 Level 2 Level 3 Total Assets Commercial Paper $ 84,909 $ — $ — $ 84,909 Corporate Bonds $ 239,473 $ — $ — $ 239,473 Government Bonds $ 56,689 $ — $ — $ 56,689 Liabilities Public Warrants $ 2,505 $ — $ — $ 2,505 Private Placement Warrants $ — $ 1,722 $ — $ 1,722 |
Schedule of Level 2 inputs used in the recurring valuation of the Private Placement Warrants | June 30, 2024 December 31, 2023 Exercise price $ 11.50 $ 11.50 Stock price $ 1.65 $ 1.45 Volatility 97.9 % 95.0 % Term (in years) 2.44 2.94 Risk-free rate 4.52 % 3.94 % |
Schedule of reconciliation of warrants measured at fair value | Public Warrants Private Placement Warrants Level 1 Fair Value Level 2 Fair Value December 31, 2023 $ 0.19 $ 0.28 Change in fair value $ 0.01 $ 0.06 March 31, 2024 $ 0.20 $ 0.34 Change in fair value $ (0.03) $ (0.05) June 30, 2024 $ 0.17 $ 0.29 |
Schedule of fair value of warrant liabilities | Three Months Change in Warrant Class Level Warrants March 31, 2024 Fair Value June 30, 2024 Public Warrants 1 13,182,501 $ 2,637 $ (396) $ 2,241 Private Placement Warrants 2 6,150,802 $ 2,091 $ (307) $ 1,784 Total 19,333,303 $ 4,728 $ (703) $ 4,025 The following tables provides a reconciliation of the change in fair value for the Public Warrants and Private Placement Warrants for the six months ended June 30, 2024: Six Months Change in Warrant Class Level Warrants December 31, 2023 Fair Value June 30, 2024 Public Warrants 1 13,182,501 $ 2,505 $ (264) $ 2,241 Private Placement Warrants 2 6,150,802 $ 1,722 $ 62 $ 1,784 Total 19,333,303 $ 4,227 $ (202) $ 4,025 |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Warrant Liabilities. | |
Summary of the outstanding Public and Private Placement Warrants | June 30, 2024 December 31, 2023 Public Warrants 13,182,501 13,182,501 Private Placement Warrants 6,150,802 6,150,802 |
Schedule of fair value of warrant liabilities | June 30, 2024 December 31, 2023 Fair value of warrant liabilities $ 4,025 $ 4,227 |
Schedule of gain (loss) from changes in fair value of Warrant Liabilities | Six Months Ended June 30, 2024 2023 Gain recognized associated with warrant liabilities $ 202 $ 2,325 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity | |
Schedule of stock options exercised for common stock | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Stock options exercised 1,230,581 346,676 3,590,897 2,026,630 Shares of common stock repurchased (1,816,362) — (5,000,000) — Shares of common stock issued under the ESPP 187,614 129,928 187,614 129,928 Shares of common stock issued for vested RSUs 689,221 163,148 851,216 163,148 |
Schedule of cash received associated with common stock related activities | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Cash received from stock options exercised $ 100 $ 34 $ 197 $ 184 Cash received from shares of common stock issued under the ESPP 238 214 238 214 Cash paid for shares of common stock repurchased (3,360) — (8,274) — |
Schedule of number of shares repurchased and retired, aggregate cost, and the average purchase price | The table below presents the number of shares repurchased and retired, the aggregate cost, and the average purchase price per share for the three months ended June 30, 2024: Shares Aggregate cost Avg. Price Paid Per Share Repurchased and retired shares of common stock 1,816,362 $ 3,393 $ 1.85 The table below presents the number of shares repurchased and retired, the aggregate cost, and the average purchase price per share for the six months ended June 30, 2024: Shares Aggregate cost Avg. Price Paid Per Share Repurchased and retired shares of common stock 5,000,000 $ 8,355 $ 1.64 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Stock Based Compensation | |
Schedule of recognized & allocated compensation costs | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Stock-based compensation costs related to RSUs $ 1,397 $ 954 $ 2,609 $ 1,589 Stock-based compensation costs related to stock options 1,612 1,889 3,226 3,476 Stock-based compensation costs related to the ESPP 42 80 79 80 Total stock-based compensation costs $ 3,051 $ 2,923 $ 5,914 $ 5,145 |
Schedule of award activity for stock options and RSU's | The unrecognized future compensation costs as of June 30, 2024 and 2023, were $25,868 and $34,327 , respectively. The following table summarizes our award activity for RSUs and stock options for the three and six months ended June 30, 2024: RSUs Stock Options Balance at December 31, 2023 4,473,016 24,264,016 Granted 3,159,872 4,566,167 Vested or Exercised (264,754) (2,360,316) Forfeited (72,619) (842,395) Balance at March 31, 2024 7,295,515 25,627,472 Granted 2,162,222 1,757,960 Vested or Exercised (867,515) (1,230,581) Forfeited (886,343) (1,873,843) Balance at June 30, 2024 7,703,879 24,281,008 |
Schedule of fair value of each option using the Black-Scholes option pricing model | Six Months Ended June 30, 2024 2023 Approximate risk ‑ free rate 4.23 % 4.17 % Volatility 48.10 % 46.91 % Average expected life (in years) 6 6 Dividend yield — % — % Weighted ‑ average grant date fair value $ 1.59 $ 2.8 Estimated fair value of total stock options granted $ 5,175 $ 7,815 |
Basic and Diluted Loss Per Sh_2
Basic and Diluted Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Basic and Diluted Loss Per Share | |
Schedule of reconciliation of basic weighted average common shares outstanding to diluted weighted average shares outstanding | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net loss attributable to common stockholders $ (22,274) $ (12,205) $ (43,481) $ (31,365) Weighted average shares outstanding – basic and diluted 177,588,035 178,063,573 179,186,027 177,502,037 Basic and diluted loss per share $ (0.13) $ (0.07) $ (0.24) $ (0.18) |
Schedule of potentially dilutive securities excluded from the diluted earnings per share calculation | Six Months Ended June 30, 2024 2023 Warrants 19,333,303 19,333,303 2014 Plan & 2021 Plan - Stock Options 23,508,745 25,892,666 2021 Plan - RSUs 6,269,774 2,474,393 ESPP - Common Stock 46,946 46,352 Contingently Issued Shares of Common Stock — 59,055 Total potentially dilutive securities 49,158,768 47,805,769 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases | |
Schedule of components of lease related expense | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Finance lease costs: Amortization of right-of-use assets $ 58 $ 47 $ 116 $ 91 Interest on lease liabilities 12 13 26 25 Operating lease costs 290 290 580 580 Total lease expense $ 360 $ 350 $ 722 $ 696 |
Schedule of components of cash flow information related to leases | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Operating outgoing cash flows – finance leases $ 13 $ 14 $ 27 $ 26 Financing outgoing cash flows – finance leases 94 74 186 141 Operating outgoing cash flows – operating leases 292 283 584 567 Right-of-use assets obtained in exchange for new finance lease liabilities: — 79 — 89 Right-of-use assets obtained in exchange for new operating lease liabilities: — — — — |
Schedule of remaining weighted-average lease term and weighted-average discount rate | June 30, 2024 Finance lease Weighted-average remaining lease term – finance leases (in years) 2.47 Weighted-average discount rate – finance leases 6.6 % Operating lease Weighted-average remaining lease term – operating leases (in years) 8.75 Weighted-average discount rate – operating leases 6.8 % |
Schedule of future minimum payments under finance lease | As of June 30, 2024, future minimum payments during the next five years and thereafter are as follows: Fiscal year Finance Lease Operating Lease 2024 (remaining six months) $ 212 $ 589 2025 310 1,210 2026 179 1,248 2027 85 1,288 2028 16 1,329 2029 — 1,211 Thereafter — 4,031 Total 802 10,906 Less present value discount (59) (2,589) Total lease liabilities $ 743 $ 8,317 |
Schedule of future minimum payments under operating lease | As of June 30, 2024, future minimum payments during the next five years and thereafter are as follows: Fiscal year Finance Lease Operating Lease 2024 (remaining six months) $ 212 $ 589 2025 310 1,210 2026 179 1,248 2027 85 1,288 2028 16 1,329 2029 — 1,211 Thereafter — 4,031 Total 802 10,906 Less present value discount (59) (2,589) Total lease liabilities $ 743 $ 8,317 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment | ||
Total cost | $ 131,203 | $ 122,670 |
Accumulated depreciation | (31,476) | (23,514) |
Net property and equipment | 99,727 | 99,156 |
Production equipment | ||
Property, Plant and Equipment | ||
Total cost | 36,473 | 36,086 |
Laboratory equipment | ||
Property, Plant and Equipment | ||
Total cost | 11,275 | 9,910 |
Leasehold improvements | ||
Property, Plant and Equipment | ||
Total cost | 59,394 | 59,109 |
Furniture and computer equipment | ||
Property, Plant and Equipment | ||
Total cost | 4,046 | 3,915 |
Construction in progress | ||
Property, Plant and Equipment | ||
Total cost | $ 20,015 | $ 13,650 |
Property, Plant and Equipment -
Property, Plant and Equipment - Depreciation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment | ||||
Depreciation expense | $ 7,974 | $ 4,906 | ||
Property, Plant and Equipment | ||||
Property, Plant and Equipment | ||||
Depreciation expense | $ 4,061 | $ 2,639 | $ 7,966 | $ 4,898 |
Property, Plant and Equipment_3
Property, Plant and Equipment - Construction in progress (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment | ||
Construction in progress | $ 20,015 | $ 13,650 |
Sp1 Capital Projects | ||
Property, Plant and Equipment | ||
Construction in progress | 3,797 | 2,298 |
SP2 - Increased scale electrolyte production | ||
Property, Plant and Equipment | ||
Construction in progress | $ 16,218 | $ 11,352 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Intangible assets: | |||||
Gross Carrying Amount | $ 1,985 | $ 1,985 | $ 1,716 | ||
Accumulated Amortization | (73) | (73) | (66) | ||
Amortization expense | $ 3 | $ 3 | $ 7 | $ 8 | |
Minimum | |||||
Intangible assets: | |||||
Useful lives of intangible assets | 3 years | 3 years | |||
Maximum | |||||
Intangible assets: | |||||
Useful lives of intangible assets | 20 years | 20 years | |||
Licenses | |||||
Intangible assets: | |||||
Gross Carrying Amount | $ 149 | $ 149 | 149 | ||
Accumulated Amortization | (65) | (65) | (61) | ||
Patents | |||||
Intangible assets: | |||||
Gross Carrying Amount | 130 | 130 | 92 | ||
Accumulated Amortization | (8) | (8) | (5) | ||
Patents pending | |||||
Intangible assets: | |||||
Gross Carrying Amount | 1,671 | 1,671 | 1,444 | ||
Trademarks | |||||
Intangible assets: | |||||
Gross Carrying Amount | 13 | 13 | 13 | ||
Trademarks pending | |||||
Intangible assets: | |||||
Gross Carrying Amount | $ 22 | $ 22 | $ 18 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Liabilities | |||
Marketable securities and investments purchased | $ 99,548 | $ 174,400 | |
Recurring | Public Warrants | |||
Liabilities | |||
Liabilities | 2,241 | $ 2,505 | |
Recurring | Private Placement Warrants | |||
Liabilities | |||
Liabilities | 1,784 | 1,722 | |
Recurring | Level 1 | Public Warrants | |||
Liabilities | |||
Liabilities | 2,241 | 2,505 | |
Recurring | Level 2 | Private Placement Warrants | |||
Liabilities | |||
Liabilities | 1,784 | 1,722 | |
Recurring | Level 3 | |||
Liabilities | |||
Transfers in or out of Level 3 | 0 | 0 | |
Recurring | Commercial Paper | |||
Assets | |||
Assets | 81,021 | 84,909 | |
Recurring | Commercial Paper | Level 1 | |||
Assets | |||
Assets | 81,021 | 84,909 | |
Recurring | Corporate Bonds | |||
Assets | |||
Assets | 203,592 | 239,473 | |
Recurring | Corporate Bonds | Level 1 | |||
Assets | |||
Assets | 203,592 | 239,473 | |
Recurring | Government Bonds | |||
Assets | |||
Assets | 43,582 | 56,689 | |
Recurring | Government Bonds | Level 1 | |||
Assets | |||
Assets | $ 43,582 | $ 56,689 |
Fair Value Measurements - Measu
Fair Value Measurements - Measurement inputs (Details) - Recurring - Level 2 - Private Placement Warrants | Jun. 30, 2024 $ / shares Y | Dec. 31, 2023 Y $ / shares |
Exercise Price | ||
Fair Value Measurements | ||
Measurement input, warrants | 11.50 | 11.50 |
Stock Price | ||
Fair Value Measurements | ||
Measurement input, warrants | 1.65 | 1.45 |
Volatility | ||
Fair Value Measurements | ||
Measurement input, warrants | 0.979 | 0.950 |
Term | ||
Fair Value Measurements | ||
Measurement input, warrants | Y | 2.44 | 2.94 |
Risk-free rate | ||
Fair Value Measurements | ||
Measurement input, warrants | 0.0452 | 0.0394 |
Fair Value Measurements - Publi
Fair Value Measurements - Public Warrants measured at fair value using Level 1 directly observable inputs and Private Placement Warrants (Details) - Recurring - $ / shares | 3 Months Ended | 6 Months Ended |
Mar. 31, 2024 | Jun. 30, 2024 | |
Public Warrants | Level 1 | ||
Reconciliation | ||
Beginning balance, per share | $ 0.19 | $ 0.19 |
Change in fair value | 0.01 | (0.03) |
Ending balance, per share | 0.20 | 0.17 |
Private Placement Warrants | Level 2 | ||
Reconciliation | ||
Beginning balance, per share | 0.28 | 0.28 |
Change in fair value | 0.06 | (0.05) |
Ending balance, per share | $ 0.34 | $ 0.29 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair value for the Public Warrants and Private Placement Warrants (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Reconciliation | |||
Balance at the beginning | $ 4,227 | ||
Balance at the end | $ 4,025 | $ 4,025 | |
Fair Value, Recurring | |||
Fair Value Measurements | |||
Number of warrants outstanding | 19,333,303 | 19,333,303 | |
Reconciliation | |||
Balance at the beginning | $ 4,728 | $ 4,227 | |
Change in fair value | (703) | (202) | |
Balance at the end | $ 4,025 | $ 4,025 | |
Public Warrants | |||
Fair Value Measurements | |||
Number of warrants outstanding | 13,182,501 | 13,182,501 | 13,182,501 |
Public Warrants | Fair Value, Recurring | Level 1 | |||
Fair Value Measurements | |||
Number of warrants outstanding | 13,182,501 | 13,182,501 | |
Reconciliation | |||
Balance at the beginning | $ 2,637 | $ 2,505 | |
Change in fair value | (396) | (264) | |
Balance at the end | $ 2,241 | $ 2,241 | |
Private Placement Warrants | |||
Fair Value Measurements | |||
Number of warrants outstanding | 6,150,802 | 6,150,802 | 6,150,802 |
Private Placement Warrants | Fair Value, Recurring | Level 2 | |||
Fair Value Measurements | |||
Number of warrants outstanding | 6,150,802 | 6,150,802 | |
Reconciliation | |||
Balance at the beginning | $ 2,091 | $ 1,722 | |
Change in fair value | (307) | 62 | |
Balance at the end | $ 1,784 | $ 1,784 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - shares | Jun. 30, 2024 | Dec. 31, 2023 |
Public Warrants | ||
Warrant Liabilities | ||
Number of warrants outstanding | 13,182,501 | 13,182,501 |
Private Placement Warrants | ||
Warrant Liabilities | ||
Number of warrants outstanding | 6,150,802 | 6,150,802 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional information (Details) - Warrants | Jun. 30, 2024 $ / shares shares |
Warrant Liabilities | |
Class of warrant or right, number of securities called by each warrant or right | shares | 1 |
Exercise price of warrants | $ / shares | $ 11.50 |
Warrant Liabilities - Fair valu
Warrant Liabilities - Fair value of warrant liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Warrant Liabilities. | ||
Fair value of warrant liabilities | $ 4,025 | $ 4,227 |
Warrant Liabilities - Changes i
Warrant Liabilities - Changes in fair value of warrant liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Warrant Liabilities. | ||||
Gain recognized associated with warrant liabilities | $ 703 | $ 4,987 | $ 202 | $ 2,325 |
Stockholders' Equity - Stock op
Stockholders' Equity - Stock options exercised (Details) - shares | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Stockholders' Equity | ||||||
Shares of common stock repurchased | (1,816,362) | (5,000,000) | ||||
Common Stock | ||||||
Stockholders' Equity | ||||||
Stock options exercised (in shares) | 1,230,581 | 2,360,316 | 346,676 | 1,679,954 | 3,590,897 | 2,026,630 |
Shares of common stock repurchased | (1,816,362) | (3,183,638) | (5,000,000) | |||
Shares of common stock issued under ESPP (in shares) | 187,614 | 129,928 | 187,614 | 129,928 | ||
Shares issued upon vesting of RSUs (in shares) | 689,221 | 161,995 | 163,148 | 851,216 | 163,148 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jan. 23, 2024 | |
Stockholders' Equity | ||||||
Cash received from options exercised | $ 100 | $ 34 | $ 197 | $ 184 | ||
Cash received from shares of common stock issued under ESPP | 238 | $ 214 | 238 | $ 214 | ||
Cash paid for shares of common stock repurchased | $ (3,360) | $ (8,274) | ||||
Repurchased and retired shares of common stock (in shares) | 1,816,362 | 5,000,000 | ||||
Repurchased and retired shares of common stock (Aggregate cost) | $ 3,393 | $ 4,963 | $ 8,355 | |||
Repurchased and retired shares of common stock (Avg. Price Paid Per Share) | $ 1.85 | $ 1.64 | ||||
Amount of common stock repurchased, authorized | $ 50,000 |
Stock Based Compensation - Comp
Stock Based Compensation - Compensation costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Compensation costs | ||||
Equity-based compensation cost | $ 3,051 | $ 2,923 | $ 5,914 | $ 5,145 |
Unrecognized compensation costs related to restricted stock units | 25,868 | 34,327 | 25,868 | 34,327 |
Restricted stock units (RSUs) | ||||
Compensation costs | ||||
Equity-based compensation cost | 1,397 | 954 | 2,609 | 1,589 |
Employee stock option | ||||
Compensation costs | ||||
Equity-based compensation cost | 1,612 | 1,889 | 3,226 | 3,476 |
ESPP | ||||
Compensation costs | ||||
Equity-based compensation cost | $ 42 | $ 80 | $ 79 | $ 80 |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock options and Restricted stock units (Details) - shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | |
Restricted stock units (RSUs) | |||
Restricted Stock Units. | |||
Outstanding at beginning of period | 7,295,515 | 4,473,016 | 4,473,016 |
Granted | 2,162,222 | 3,159,872 | |
Vested or Exercised | (867,515) | (264,754) | |
Forfeited | (886,343) | (72,619) | |
Outstanding at end of period | 7,703,879 | 7,295,515 | 7,703,879 |
Employee stock option | |||
Number of Shares | |||
Outstanding at beginning of period | 25,627,472 | 24,264,016 | 24,264,016 |
Granted | 1,757,960 | 4,566,167 | |
Vested or Exercised | (1,230,581) | (2,360,316) | |
Forfeited | (1,873,843) | (842,395) | |
Outstanding at end of period | 24,281,008 | 25,627,472 | 24,281,008 |
Stock Based Compensation - Fair
Stock Based Compensation - Fair value of options granted (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Stock Based Compensation | ||
Approximate risk-free rate | 4.23% | 4.17% |
Volatility | 48.10% | 46.91% |
Average expected life (years) | 6 years | 6 years |
Weighted-average grant date fair value | $ 1.59 | $ 2.8 |
Estimated fair value of total stock options granted | $ 5,175 | $ 7,815 |
Basic and Diluted Loss Per Sh_3
Basic and Diluted 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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Basic and Diluted Loss Per Share | ||||
Net loss attributable to common stockholders | $ (22,274) | $ (12,205) | $ (43,481) | $ (31,365) |
Weighted average shares outstanding - basic | 177,588,035 | 178,063,573 | 179,186,027 | 177,502,037 |
Weighted average shares outstanding - diluted | 177,588,035 | 178,063,573 | 179,186,027 | 177,502,037 |
Basic loss per share | $ (0.13) | $ (0.07) | $ (0.24) | $ (0.18) |
Diluted loss per share | $ (0.13) | $ (0.07) | $ (0.24) | $ (0.18) |
Basic and Diluted Loss Per Sh_4
Basic and Diluted Loss Per Share - Schedule of potentially dilutive securities excluded from the diluted loss per share calculation (Details) - shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings (Loss) Per Share | ||
Total potentially dilutive securities | 49,158,768 | 47,805,769 |
Warrants | ||
Earnings (Loss) Per Share | ||
Total potentially dilutive securities | 19,333,303 | 19,333,303 |
2014 Plan & 2021 Plan - Stock Options | ||
Earnings (Loss) Per Share | ||
Total potentially dilutive securities | 23,508,745 | 25,892,666 |
2021 Plan - RSUs | ||
Earnings (Loss) Per Share | ||
Total potentially dilutive securities | 6,269,774 | 2,474,393 |
ESPP - Common Stock | ||
Earnings (Loss) Per Share | ||
Total potentially dilutive securities | 46,946 | 46,352 |
Contingently Issued Shares of Common Stock | ||
Earnings (Loss) Per Share | ||
Total potentially dilutive securities | 59,055 |
Leases - Components of lease (D
Leases - Components of lease (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 01, 2021 | |
Leases | ||||||
Operating lease renewal term (in years) | 5 years | 5 years | ||||
Finance lease costs: | ||||||
Amortization of right-of-use assets | $ 58 | $ 47 | $ 116 | $ 91 | ||
Interest on lease liabilities | 12 | 13 | 26 | 25 | ||
Operating lease costs | 290 | 290 | 580 | 580 | ||
Total lease expense | $ 360 | $ 350 | $ 722 | $ 696 |
Leases - Components of suppleme
Leases - Components of supplemental cash flow information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Leases | ||||
Operating outgoing cash flows - finance leases | $ 13 | $ 14 | $ 27 | $ 26 |
Financing outgoing cash flows - finance leases | 94 | 74 | 186 | 141 |
Operating outgoing cash flows - operating leases | $ 292 | 283 | $ 584 | 567 |
Right-of-use assets obtained in exchange for new finance lease liabilities: | $ 79 | $ 89 |
Leases - Lease term and discoun
Leases - Lease term and discount rate (Details) | Jun. 30, 2024 |
Leases | |
Weighted-average remaining lease term - finance lease (in years) | 2 years 5 months 19 days |
Weighted-average discount rate - finance lease | 6.60% |
Weighted-average remaining lease term - operating lease (in years) | 8 years 9 months |
Weighted-average discount rate - operating lease | 6.80% |
Leases - Schedule of future min
Leases - Schedule of future minimum payments (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Finance Lease | |
2024 (remaining six months) | $ 212 |
2025 | 310 |
2026 | 179 |
2027 | 85 |
2028 | 16 |
Total | 802 |
Less present value discount | (59) |
Total lease liabilities | 743 |
Operating Lease | |
2024 (remaining six months) | 589 |
2025 | 1,210 |
2026 | 1,248 |
2027 | 1,288 |
2028 | 1,329 |
2029 | 1,211 |
Thereafter | 4,031 |
Total | 10,906 |
Less present value discount | (2,589) |
Total lease liabilities | $ 8,317 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related Party Transactions | |||||
Revenue from Related Parties | $ 5,075 | $ 4,906 | $ 11,028 | $ 8,698 | |
Deferred revenue | 10,075 | 10,075 | $ 1 | ||
Related Party | BMW | |||||
Related Party Transactions | |||||
Revenue from Related Parties | 430 | $ 3,470 | 5,410 | $ 6,470 | |
Deferred revenue | $ 828 | ||||
Amounts due from related party | $ 4,581 | $ 4,581 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Taxes | ||||
Effective tax rate | 2.40% | 0% | 1.20% | 0% |