UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 10, 2024, Solid Power Operating, Inc. (“SP Operating”), a wholly owned subsidiary of Solid Power, Inc. (the “Company,” “Solid Power,” “we,” or “our”), and SK On Co., Ltd. (“SK On”) entered into a Research and Development Technology License Agreement (the “R&D License Agreement”) and Electrolyte Supply Agreement (the “Electrolyte Supply Agreement”). On January 10, 2024, Solid Power Korea Co., Ltd. (“SP Korea”), a wholly owned subsidiary of the Company, SK On, and, for the limited purposes of Section 12.16 of the Line Installation Agreement, the Company entered into a Line Installation Agreement (the “Line Installation Agreement”).
R&D License Agreement
Pursuant to the terms of the R&D License Agreement, SP Operating granted SK On a license to certain of SP Operating’s intellectual property relating to all-solid-state battery cell manufacturing (the “R&D License”). The R&D License allows, among other things, SK On to install and operate a pilot cell production line at SK On’s facilities (the “SK On Line”) using SP Operating’s proprietary information. The R&D License is limited to SK On’s research and development activities and may not be used for commercial battery cell production. In consideration of the R&D License and other obligations of SP Operating and SK On in the R&D License Agreement, SK On will pay SP Operating $20 million between June 2024 and July 2027, subject to SP Operating and SP Korea achieving certain milestones.
The foregoing description of the R&D License Agreement is qualified in its entirety by the full text of the R&D License Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Electrolyte Supply Agreement
Pursuant to the terms of the Electrolyte Supply Agreement, SK On will purchase electrolyte from SP Operating in an amount necessary to validate that the SK On Line meets certain performance metrics. Following validation of the SK On Line, SK On will purchase an aggregate of at least eight metric tons of electrolyte from SP Operating (the “Initial Quantity”). SK On is obligated to place binding orders for the Initial Quantity by December 31, 2028 and take full delivery of the Initial Quantity by December 31, 2030. From January 2028 to December 2030, SP Operating will have a right of first refusal to supply SK On with SK On’s electrolyte requirements. SP Operating expects to generate an aggregate of at least $10 million in revenue from sales of electrolyte under the Electrolyte Supply Agreement.
The foregoing description of the Electrolyte Supply Agreement is qualified in its entirety by the full text of the Electrolyte Supply Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Line Installation Agreement
Pursuant to the terms of the Line Installation Agreement, SP Korea will, or will cause a subcontractor to, design and install the SK On Line at SK On’s facility. In consideration of the foregoing, SK On will pay SP Korea approximately $22.3 million in three installments.
The foregoing description of the Line Installation Agreement is qualified in its entirety by the full text of the Line Installation Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On January 16, 2024, the Company issued a press release announcing the transactions with SK On. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Internet addresses in the press release are for informational purposes only and are not intended to be hyperlinks to other information of the Company. Such exhibit and the information set forth therein will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Forward-Looking Statements
All statements other than statements of present or historical fact contained herein or in Exhibit 99.1 to this Current Report on Form 8-K are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including Solid Power’s or its management team’s expectations, objectives, beliefs, intentions or strategies regarding the future. When used herein, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “plan,” “outlook,” “seek,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Solid Power disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. Readers are cautioned not to put undue reliance on forward-looking statements and Solid Power cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Solid Power, including the following factors: (i) risks relating to the uncertainty of the success of our research and development efforts, including our ability to achieve the technological objectives or results that our partners require, and to commercialize our technology in advance of competing technologies; (ii) risks relating to the non-exclusive nature of our original equipment manufacturers and joint development agreement relationships; (iii) our ability to negotiate, execute, and perform on our agreements on commercially reasonable terms; (iv) rollout of our business plan and the timing of expected business milestones; (v) delays in the construction and operation of production facilities; (vi) our ability to protect our intellectual property, including in jurisdictions outside of the United States; (vii) broad market adoption of battery electric vehicles and other technologies where we are able to deploy our cell technology and electrolyte material, if developed successfully; (viii) our success in retaining or recruiting, or changes required in, our officers, key employees, including technicians and engineers, or directors; (ix) risks and potential disruptions related to management and board of directors transitions; (x) changes in applicable laws or regulations; (xi) risks related to technology systems and security breaches; (xii) the possibility that we may be adversely affected by other economic, business or competitive factors, including supply chain interruptions, and may not be able to manage other risks and uncertainties; (xiii) risks relating to our status as a research and development stage company with a history of financial losses, and an expectation to incur significant expenses and continuing losses for the foreseeable future; (xiv) the termination or reduction of government clean energy and electric vehicle incentives; and (xv) changes in domestic and foreign business, market, financial, political and legal conditions. Additional information concerning these and other factors that may impact the operations and projections discussed herein or in Exhibit 99.1 to this Current Report on Form 8-K can be found in the “Risk Factors” sections of Solid Power’s Annual Report on Form 10-K for the year ended December 31, 2022 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 and other documents filed by Solid Power from time to time with the Securities and Exchange Commission (the “SEC”), all of which are available on the SEC’s website at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Solid Power gives no assurance that it will achieve its expectations.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
See the Exhibit index below, which is incorporated herein by reference.
± Certain portions of this exhibit have been omitted in accordance with Regulation S-K Item 601. The Company agrees to furnish an unredacted copy of the exhibit to the SEC upon request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: January 16, 2024
| SOLID POWER, INC. | ||
| By: | /s/ James Liebscher | |
| Name: James Liebscher | ||
| Title: Chief Legal Officer and Secretary | ||