Solid Power, Inc. 8-K

What Happened

• On January 28, 2026, Solid Power, Inc. announced it entered a securities purchase agreement with a single sector-focused institutional investor to sell 17,000,000 shares of common stock, pre-funded warrants to purchase up to 5,807,018 shares, and common warrants to purchase up to 45,614,036 shares.
• The common warrants are immediately exercisable at $7.25 per share and expire seven years from issuance. The pre-funded warrants and common warrants include an ownership cap preventing exercise to the extent the holder would own more than 9.99% of outstanding common stock after exercise.
• The offering is expected to close on or about January 29, 2026 (subject to customary closing conditions) and is being made under Solid Power’s effective shelf registration (File No. 333-290078). Gross proceeds are expected to be approximately $130 million before fees and expenses. As of December 31, 2025, Solid Power reported about $336.5 million in total liquidity (unaudited).

Key Details

• Offering components: 17,000,000 common shares; pre-funded warrants for up to 5,807,018 shares; common warrants for up to 45,614,036 shares.
• Warrant terms: common warrants exercisable immediately at $7.25 per share; seven-year term; exercise limited by 9.99% ownership cap.
• Expected timing & proceeds: anticipated closing on/around Jan 29, 2026; gross proceeds ~ $130 million (before fees/expenses).
• Liquidity context: company reported approximately $336.5 million in cash, cash equivalents, and available-for-sale securities as of Dec 31, 2025.

Why It Matters

• If completed, the offering would provide Solid Power with additional capital intended for working capital and general corporate purposes, increasing near-term liquidity.
• The issuance of shares and large numbers of warrants is potentially dilutive to existing shareholders; investors should note the $7.25 exercise price and seven-year term on the common warrants as well as the 9.99% ownership exercise limit.
• Closing is subject to customary conditions and the company included forward-looking statements and risk disclosures in the filing; investors should review Solid Power’s SEC filings for related risks and details.