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 October 27, 2025, Solid Power Operating, Inc., a wholly owned subsidiary of Solid Power, Inc. (collectively, the “Company”), BMW AG (“BMW”), and Samsung SDI Co., Ltd. (“Samsung SDI”) entered into a Joint Evaluation Agreement (the “Joint Evaluation Agreement”). Pursuant to the terms of the Joint Evaluation Agreement, the Company agreed to provide electrolyte to Samsung SDI, which Samsung SDI will use to fabricate separator and/or catholyte and build cells, in each case subject to achievement of technical requirements. Samsung SDI will determine whether the cells satisfy performance parameters and requirements to be agreed between BMW and Samsung SDI. BMW Holding B.V., an affiliate of BMW, has the right to nominate a director for election to the Company’s board of directors (the “Board”) as well as the right to designate an individual to attend meetings of the Board and its committees in a non-voting, observer capacity.
The foregoing description of the Joint Evaluation Agreement is qualified in its entirety by the full text of the Joint Evaluation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On October 30, 2025, the Company issued a press release announcing the Joint Evaluation Agreement. 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 statements may include, but are not limited to, our future strategy, market opportunity, operations, and operating results; projected costs; future prospects; and plans and objectives of management. 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 our ability to commercialize our technology in advance of competing technologies and our competitors; (ii) risks relating to our status as a research and development stage company with a history of financial losses with an expectation of incurring significant expenses and continuing losses for the foreseeable future, including execution of our business plan and the timing of expected business milestones; (iii) risks relating to the non-exclusive nature of our partnerships, our ability to secure new business relationships, and our ability to manage these relationships; (iv) our ability to negotiate and execute commercial agreements with our partners and customers on commercially reasonable terms; (v) broad market adoption of EVs and other technologies where we are able to deploy our technology, if developed successfully; (vi) our success attracting and retaining our executive officers, key employees, and other qualified personnel; (vii) our ability to protect and maintain our intellectual property, including in jurisdictions outside of the United States; (viii) our ability to secure government contracts and grants, changes in government priorities with respect to our government contracts and grants or government funding reductions or delays, and the availability of government subsidies and economic incentives; (ix) delays in the construction and operation of facilities that meet our short-term research and development and long-term electrolyte production requirements; (x) changes in applicable laws or regulations; (xi) risks relating to our information technology infrastructure and data security breaches; and (xii) risks relating to other economic, business, or competitive factors in the United States and other jurisdictions, including supply chain interruptions and changes in market conditions, and our ability to manage these risks and uncertainties. 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, 2024, Solid Power’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, 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.
| Exhibit No. |
Description | |
| 10.1± | Joint Evaluation Agreement, dated October 27, 2025, among BMW AG, Samsung SDI Co., Ltd., and Solid Power Operating, Inc. | |
| 99.1 | Press release, dated October 30, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
± 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: October 30, 2025
| SOLID POWER, INC. | ||
| By: | /s/ Linda Heller | |
| Name: Linda Heller | ||
| Title: Chief Financial Officer, Treasurer, and Secretary | ||
Exhibit 10.1
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. [* * *] INDICATES THAT INFORMATION HAS BEEN REDACTED.
Joint Evaluation Agreement
This joint evaluation agreement ("Agreement") is entered into effective as of the date of the signature of the last Party to sign ("Effective Date"), among
BMW AG, 80788 München, Germany ("BMW"), and
Samsung SDI Co., Ltd., 150-20 Gongse-Ro, Giheung-Gu, 17084 Yongin-Si, South Korea ("SDI"), and
Solid Power Operating, Inc., 486 S. Pierce Ave., Suite E, Louisville, CO 80027, United States of America ("Solid Power").
BMW, SDI and Solid Power are hereafter individually referred to as a "Party" and collectively referred to as the "Parties."
Recitals
Whereas, the Parties are interested in engaging in discussions concerning a potential cooperation regarding potential development and supply of all solid-state battery cells for integration into a potential demonstration vehicle;
Whereas, the Parties intend to split the cooperation into two phases comprised of phase 1 ("Phase 1") and the subsequent phase 2 ("Phase 2");
Whereas, the Parties desire to evaluate cells containing material provided by Solid Power during Phase 1;
Whereas, the Parties may, in their sole discretion, enter into a separate subsequent agreement or several subsequent agreements governing Phase 2 only if Phase 1 is deemed successful; and
Whereas, the Parties intend to record the current status of their discussions regarding the cooperation.
Now, therefore, the Parties hereby agree as follows:
1 Phase 1
During Phase 1, the Parties agree to carry out their respective works as set out in the following WS1 and WS2 ("Evaluation Project"):
| WS1 | [* * *] Cell Manufacturing | |
| · | Solid Power will provide solid electrolyte to SDI. | |
| · | If SDI confirms that the solid electrolyte developed by Solid Power meets SDI’s requirements set forth in Annex 1, SDI will fabricate the separator and/or catholyte using Solid Power’s solid electrolyte. | |
| · | SDI will provide Solid Power with data regarding the performance of such separator and catholyte towards achievement of SDI’s requirements set forth in Annex 2. | |
| · | If necessary and as requested by SDI, Solid Power offers support to SDI with processing the solid electrolyte, e.g., slurry preparation and electrode fabrication. | |
| · | If SDI confirms that both separator and catholyte meet SDI’s requirements set forth in Annex 2, SDI will build [* * *] cells using solid electrolyte provided by Solid Power ("[* * *] Cells"). | |
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| · | If the separator and/or catholyte does not achieve SDI’s requirements set forth in Annex 2, SDI and Solid Power will discuss in good faith how to proceed (including whether or not to carry out an alternative program). | ||
| · | WS1 will be deemed to have been completed only if SDI builds [* * *] Cells that satisfy SDI’s requirements set forth in Annex 1 and Annex 2. | ||
| WS2 | [* * *] Cell Testing | ||
| · | Following the completion of WS1, [* * *] Cells [* * *] will be tested by SDI. | ||
| · | Tests ("WS2 Tests") will be composed of [* * *]. | ||
| · | BMW and SDI will agree on the performance parameters and requirements for WS2 Tests. | ||
| · | [* * *] in Annex 3. | ||
| · | [* * *] | ||
| · | All three Parties shall have access to the WS2 Tests data for analysis. | ||
| · | [* * *] tests may include (amongst others): | ||
| - | [* * *] | ||
| - | [* * *] | ||
| - | [* * *] | ||
| - | [* * *] | ||
| · | [* * *] tests may include (amongst others): | ||
| - | [* * *] | ||
| - | [* * *] | ||
| · | WS2 will be deemed to have been completed only if [* * *] Cells satisfy the performance parameters and requirements as agreed between BMW and SDI. | ||
For the performance of the WS1 and WS2, the Parties aim to follow the non-binding schedule attached to this Agreement as Annex 4.
Following the successful completion of the Evaluation Project, the Parties may, at their sole discretion, enter into good faith negotiations for the subsequent agreement and legal framework governing Phase 2 in accordance with Sec. 6. [* * *].
Each Party shall be entitled, upon agreement with the other Parties, to sub-contract a task at its own costs and in its own name. In such case the subcontracting Party has to ensure that it is entitled to grant the rights of use under the same conditions and in the same scope as if said Party had carried out the subcontracted task by himself. The sub-contracting Party shall also ensure that the sub-contractor enters into confidentiality obligations equivalent to the ones mentioned under Sec. 2.
2 Confidentiality
In connection with the above discussions BMW and SDI entered into a certain confidentiality agreement [* * *] ("Confidentiality Agreement"), including Solid Power, Inc. via a Joinder Declaration [* * *]. The terms and conditions of the Confidentiality Agreement are incorporated herein by reference and apply to each Party, mutatis mutandis.
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Neither Party may make any public statements without the prior written consent of the other Parties relating to this Agreement. The foregoing shall not restrict Solid Power or any of its Affiliated Entities (as defined below) from providing any information required by a securities exchange or to comply with its disclosure obligations under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any rules promulgated by the Securities and Exchange Commission thereunder.
3 Terms and Terminations
This Agreement will become effective as of the Effective Date, and will terminate or expire upon the earlier of occurrence of any of the following events:
| (i) | written notice of any Party of its intention to terminate this Agreement, or |
| (ii) | [* * *] |
However, Sec. 2 ("Confidentiality"), Sec. 5 ("Intellectual Property"), Sec. 7 ("Liability; Miscellaneous"), and Sec. 8 ("Governing Law and Dispute Resolution") shall survive the termination or expiration of this Agreement.
4 Costs
The costs and expenses under this Agreement are allocated as follows:
Material production and shipment for Solid Power’s electrolyte to be borne by SDI. Beyond this, each Party will bear its own costs and expenses associated with its obligations and efforts under this Agreement.
| 5 | Intellectual Property |
| 5.1 | IP- Definitions |
| Background IP | IP Rights existing or created before the commencement of the Evaluation Project or outside of the Evaluation Project. |
| Competitors | has the meaning defined in the Confidentiality Agreement. |
| Work Results | All substantive and intangible results, both final and preliminary, arising out of the execution of the Evaluation Project, including, for example, inventions, design drafts, copyright, technical business or trade secrets and including, in particular, know-how, proprietary information, documentation, reports, samples, models. |
| IP Rights | Patents, utility models, design rights, copyrights, other commercial or intellectual property rights, regardless of whether pending or registered, and technical trade secrets, in particular know-how and inventions. |
| Foreground IP | IP Rights which are based on Work Results. |
| Sub-Contractor | Third party engaged by the Parties to undertake realization of the Evaluation Project. |
| Affiliated Entity | Referring to a Party, this means an entity which is directly or indirectly controlled by that Party, or controls that Party, or is part of a group with that Party under unitary management or is subject to joint control with that Party; such control is presumed if at least 50% of the shares or voting rights are held. |
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5.2 Ownership of IP Rights and Work Results
| 5.2.1 | Each Party retains its ownership in its respective Background IP. |
Each Party shall remain the owner of Work Results created by its employees and IP Rights based on such Work Results ("Sole Work Results" and "Sole Foreground IP", respectively).
Work Results created by employees of several Parties and IP Rights based on such Work Results shall be owned jointly by those Parties ("Joint Work Results" and "Joint Foreground IP", respectively).
If BMW or SDI provides within the time frame and the activities of Evaluation Project suggestions, recommendations, or other feedback to Solid Power belonging to BMW’s or SDI’s sole Work Results (as the case may be) concerning Solid Power electrolyte (including identifying potential issues and improvements) (collectively, "Feedback"), BMW and SDI each hereby grants to Solid Power a non-exclusive, perpetual, irrevocable, transferable, royalty free, and worldwide right and license, with the right to grant and authorize sublicenses, to use, reproduce, disclose, and otherwise exploit such Feedback and any IP Rights protecting the Feedback , respectively; provided, however, that the foregoing licenses are not permitted to any Competitor of any of SDI or BMW and any third parties working on behalf of such Competitor.
Each Party hereby reserves all rights not expressly granted to the other Parties in Sec. 5.3 and does not grant any other Party any implied licenses in connection with this Agreement under any theory.
| 5.2.2 | Applications for Joint Foreground IP shall be filed jointly by the Parties owning the Joint Work Results, unless one or more of the Parties owning such Joint Foreground IP waives its or their share, in which case the non-waiving Party or Parties may file without the waiving Party or Parties. The same applies to subsequent filings in other countries. The applicants shall share the costs for joint applications equally (including, e.g., patent office and government fees, external attorney costs, and any other costs). If a Party does not wish to file or to further prosecute such IP Rights, such Party must offer its share to the other co-owning Party or Parties, respectively. The offer has to be made sufficiently early in order to allow preservation of rights, in particular priority rights resulting from first filings. The offering Party shall have the rights of use according to Sec. 5.3.5 wherein the offering Party is assumed to be a co-owning Party. |
| 5.2.3 | Each Party is responsible only for the legally standardized remuneration of its own employees for employee inventions. Each Party has the right to abandon its Sole Foreground IP and its Background IP at any time at its sole discretion and without notifying any other Party. |
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5.3 Use Rights in IP Rights and Work Results
| 5.3.1 | With respect to Background IP, each Party grants to the other Parties only for the duration and only for purposes of the Evaluation Project a non-exclusive, non-transferable, non-sublicensable (except as explicitly authorized herein), and free-of-charge right to use such Party’s Background IP as far as such Party is entitled to grant such rights and only as far as such grant of rights of use are necessary for the development of the Work Results. |
| 5.3.2 | With respect to Sole Work Results and Sole Foreground IP, each Party grants to the other Parties only for the duration and only for purposes of the Evaluation Project a non-exclusive, non-transferable, non-sublicensable (except as explicitly granted herein), irrevocable and free-of-charge right to use such Party’s Sole Work Results and Sole Foreground IP as far as such Party is entitled to grant such rights and only as far as such grant of rights of use are necessary for the development of other Work Results. |
| 5.3.3 | Each Party grants to the other Parties the rights of use according to Sec. 5.3.1 in Background IP of Sub-Contractors and Affiliates Entities. Each Party grants to the other Parties the rights of use according to Sec. 5.3.2 in Work Results and Foreground IP of Sub-Contractors and Affiliated Entities. |
| 5.3.4 | The Parties may sublicense and transfer the right of use according to Sec. 5.3.1 to 5.3.3 to their Affiliated Entities. A Party granted the rights of use according to Sec. 5.3.1 to 5.3.3 may only sublicense third parties, in so far as necessary for the supply to that Party or to that Party’s Affiliated Entities. |
| 5.3.5 | Joint Work Results and Joint Foreground IP |
| 5.3.5.1 | With respect to Joint Work Results and Joint Foreground IP, the Parties owning the Joint Work Results and Joint Foreground IP shall each have a non-exclusive, non-transferable, irrevocable, free-of-charge right of use which is unlimited in duration, content and territory for all types of use without any financial compensation to any of the other Parties. With respect to Joint Work Results and Joint Foreground IP not co-owned by one of the Parties, the Parties owning the Joint Work Results and Joint Foreground IP grant to such non-owning Party only for the duration and only for purposes of the Evaluation Project a non-exclusive, non-transferable, non-sublicensable (except as explicitly granted herein), irrevocable and free-of-charge right to use such Parties’ Joint Work Results and Joint Foreground IP as far as such Parties are entitled to grant such rights and grant of rights of use are necessary for the development of other Work Results. |
| 5.3.5.2 | Notwithstanding the provisions of Sec. 5.3.5.3 and of Sec. 5.3.5.4, each Party may grant licenses in Joint Work Results and Joint Foreground IP to third parties only upon prior written consent of the other co-owning Parties. |
| 5.3.5.3 | With respect to Joint Work Results and Joint Foreground IP, each Party (co-)owning the Joint Work Results and Joint Foreground IP may grant non-exclusive, non-transferable, irrevocable, free-of-charge rights of use which are unlimited in duration, content and territory for all types of use without any financial compensation to any other Party to its Affiliated Entities. |
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| 5.3.5.4 | With respect to Joint Work Results and Joint Foreground IP, each Party (co-)owning the Joint Work Results and Joint Foreground IP may grant non-exclusive, non-transferable, irrevocable, free-of-charge rights of use which are unlimited in duration, content and territory for all types of use without any financial compensation to any other Party to third parties in so far as necessary for the provision of products and/or services to that Party or to that Party’s Affiliated Entities. |
| 5.3.5.5 | The rights of use for Joint Work Results which are protected by copyrights, and all copyright constituting Joint Foreground IP comprise in particular the right to copy, distribute, exhibit, amend and change. |
| 5.3.5.6 | Each Party ensuresthat the regulations according to Sec. 5.3.5.1 to 5.3.5.5 also apply with respect to Work Results and Foreground IP which a Party conceives or reduces to practice together with its Affiliated Entities and Sub-Contractors of another Party. |
| 5.4 | The provisions of this Sec. 5 (“Intellectual Property”) prevail over the provisions of Sec. 2 (“Confidentiality”). |
6 Phase 2
The Parties agree that Sec. 6 of this Agreement does not create any legally binding obligations among the Parties. The Parties may, in their respective sole discretion, enter into Phase 2 but are not obligated to do so.
Based on the information currently available and disclosed by the Parties, the Parties may carry out their respective works as set out in the following WS3, WS4 and WS5 during Phase 2, which is roughly visualized in the table below:
[* * *]
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[* * *]
| 7 | Liability; Miscellaneous |
| 7.1 | The Parties do not in any way represent or warrant that rights of use granted under this Agreement are free of third party rights. |
| 7.2 | The Parties shall be liable to each other only in case of wilful intent or gross negligence. This shall also apply to the responsibility of persons or third parties a Party uses to perform its obligations under this Agreement. |
| 7.3 | Claims for consequential damages and loss of profit shall be excluded. |
| 7.4 | The limitation of liability according to Sec. 7.1 through 7.3 shall not apply in case of injury to life, body or health, breach of confidentiality obligations according to Sec. 2, claims under product liability law, and other claims which cannot be limited under applicable laws. |
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| 7.5 | Solid Power’s electrolyte constitutes Solid Power’s confidential information. BMW and SDI will not—and will not attempt to—directly or indirectly: (a) lease, loan, or otherwise commercialize Solid Power’s electrolyte or any trade secrets embodied therein; (b) disclose or share Solid Power’s electrolyte or any trade secrets embodied therein with any third party; (c) modify, analyze, reverse engineer (or otherwise attempt to learn the ingredients or chemical structure of) Solid Power’s electrolyte; (d) otherwise seek to identify or uncover any trade secrets embodied in Solid Power’s electrolyte; or (e) use Solid Power’s electrolyte for any purpose other than for the Evaluation Project. SOLID POWER’S ELECTROLYTE WILL BE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SOLID POWER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. SDI acknowledges that it is responsible for and shall comply with all applicable laws and regulations concerning the importation and its use of the electrolyte. SDI assumes all liability for damages that may arise from its use or misuse of the electrolyte, including any handling, storage, transfer, or disposal thereof. Solid Power will not be liable for any loss, liability, claim, or action SDI may incur due to or arising from any such use or misuse. Each Party commits to comply with all appliable export control and sanctions laws. In any case, these are at least export control – and sanctions regulations of the EU, UN, PR China and USA, unless prohibited by a local law or an applicable anti-boycott regulation. |
| 7.6 | The Parties shall establish or maintain appropriate and risk-adequate compliance measures (compliance management system) which are designed to ensure that the respective Party complies with all applicable national and international laws and regulations on the prevention of criminal actions, especially but not limited to corruption prevention, compliance with laws to prevent unfair competition, money laundering and export controls and sanctions, and that the potential breaches can be reported, investigated, and punished. The compliance measures shall be properly documented and reviewed regularly by the respective Party, or such other body as responsibly appointed within the respective Party. |
| 7.7 | This Agreement, together with the Confidentiality Agreement, is the entire agreement between the Parties relating to the subject matter hereof. No modification of this Agreement will be valid unless in writing signed by each Party. No waiver of rights arising under this Agreement is effective unless made expressly in writing by the Party waiving such rights. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect. The term “including” is deemed to mean “including, without limitation” when used in this Agreement. The terms “herein,” “hereunder,” and similar terms when used in this Agreement mean under and within this Agreement. All references to “Sections” and “Annexes” in this Agreement refer to Sections in and Annexes attached to this Agreement. This Agreement may be executed and delivered by each Party in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute one and the same Agreement. This Agreement, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, PDF, or other electronic transmission, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. Any such signature page shall be effective as a counterpart signature page hereto without regard to page, document, or version numbers or other identifying information thereon, which are for convenience of reference only. At the request of any Party hereto, the other Parties shall re-execute original forms thereof and deliver them to the other Party. |
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| 8 | Governing Law and Dispute Resolution |
This Agreement and the subsequent agreement shall be subject to and interpreted under the laws of Switzerland, excluding the provisions of the United Nations Convention on Contracts for International Sale of Goods and any conflict of law rules which would require the application of any other choice of law.
All disputes arising out of or in connection with this Agreement or its validity shall be finally settled in accordance with the Rules of Arbitration of the International Chamber of Commerce without recourse to the ordinary courts of law. The arbitral tribunal shall be comprised of three arbitrators appointed in accordance with the said rules. The seat of the arbitration shall be Zürich, Switzerland. The language of the arbitration shall be English. Any compulsory production of documents by a Party shall be limited to the documents on which that Party specifically relies in its submissions. The Parties as well as the arbitrators and the arbitral institution shall maintain confidentiality regarding the existence and conduct of the arbitral proceedings. Persons acting on behalf of any party shall be obligated to maintain confidentiality. The Emergency Arbitrator Provisions shall not apply.
Notwithstanding the foregoing, each Party agrees that (a) its breach of Sec. 2 (“Confidentiality”) of this Agreement may cause irreparable damage to another Party for which recovery of damages would be inadequate, (b) such impacted Party will be entitled to seek timely injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction, and (c) in the event of a Party’s threatened or actual breach of Sec. 2 (“Confidentiality”) of this Agreement, the impacted Party may apply to any court with jurisdiction to restrain disclosure of Confidential Information and to obtain any kind of relief that may be appropriate, including injunctive relief.
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Bayerische Motoren Werke Aktiengesellschaft
| München, the | 24.10.2025 | ||
| /s/ Jürgen Hildinger | |||
| (Signature) | (Signature) | ||
| Jürgen Hildinger, Head of Battery Cell Technology | |||
| (Name and Function) | (Name and Function) | ||
| Samsung SDI Co., Ltd. | |||
| Yongin-Si, the | 27.10.2025 | ||
| /s/ Stella Joo-Young Go | |||
| (Signature) | (Signature) | ||
| Stella Joo-Young Go, Head of ASB Commercialization Team | |||
| (Name and Function) | (Name and Function) | ||
| Solid Power Operating, Inc. | |||
| Louisville, the | 27.10.2025 | ||
| /s/ John Van Scoter | |||
| (Signature) | (Signature) | ||
| John Van Scoter, President and Chief Executive Officer | |||
| (Name and Function) | (Name and Function) | ||
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Annex 1
Key-performance-indicators (KPIs) for solid electrolyte including TBDs which will [* * *]
[* * *]
Example of Standard-operating-procedure (SOP) for [* * *] as follows, and it could be modified by discussion between SDI and Solid Power:
[* * *]
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Annex 2
Key-performance-indicators (KPIs) for solid electrolyte including TBDs which will [* * *]
[* * *]
Example of Standard-operating-procedure (SOP) for [* * *] as follows, and it could be modified by discussion between SDI and Solid Power:
[* * *]
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Annex 3
[* * *]
Page 13 of 16
Annex 4
[* * *]
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Annex 5
[* * *]
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Confidential
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Exhibit 99.1
Solid Power Partners with Samsung SDI and BMW to Advance All-Solid-State Battery Technology
Strategic Collaboration to Develop Next-Generation Batteries
Solid Power Announces a Joint Evaluation Agreement with Samsung SDI and BMW Group
Louisville, Colo., Oct. 30, 2025 – Solid Power, Inc. (Nasdaq: SLDP), a leading U.S.-based developer of solid-state battery technology, is pleased to announce a strategic collaboration with Samsung SDI and BMW to pursue development and validation of a demonstration vehicle powered by all-solid-state battery (ASSB) technology.
This collaboration marks a key step towards commercialization of ASSB technology, bringing together the complementary expertise of three industry leaders. Under this arrangement, Solid Power will provide sulfide-based solid electrolyte to Samsung SDI, which Samsung SDI will integrate into separator and/or catholyte and use to build cells, in each case subject to achievement of technical requirements. These cells will be evaluated based on performance parameters and requirements to be agreed between Samsung SDI and BMW. Ultimately, Solid Power, Samsung SDI, and BMW aim to develop and supply ASSB cells for integration into a demonstration vehicle.
“We are excited to partner with Samsung SDI and BMW to progress the development of all-solid-state batteries,” said John Van Scoter, President and CEO of Solid Power. “Our solid electrolyte technology is designed for stability and conductivity, and by working closely with global leaders in automotive and battery innovation, we strive to bring ASSB technology closer to widespread adoption.”
Martin Schuster, Vice President Battery Cell and Cell Module at the BMW Group, says: “With Samsung SDI joining our partnership with Solid Power, we gain significant momentum on our path advancing the development of new battery cell technologies. This global collaboration is another proof point of our overarching goal: to be always in a position to offer our customers state of the art battery technology.”
All-solid-state battery cells have the potential to offer improved energy density, battery life, and safety performance by replacing liquid electrolytes with solid materials. "Technological competitiveness in batteries would ultimately lead to innovation in electric vehicles," said Stella Joo-Young Go, Executive Vice President of ASB Commercialization Team at Samsung SDI. "Samsung SDI will work closely with strategic partners such as BMW and Solid Power to take the lead in commercialization of ASSB.”
The collaboration amongst these parties supports Solid Power’s objective to manufacture and sell electrolyte to Tier 1 battery manufacturers and automotive original equipment manufacturers (OEMs).
About Solid Power, Inc.
Solid Power is developing solid-state battery technology to enable the next generation of batteries for the fast-growing EV and other markets. Solid Power’s core technology is its electrolyte material, which Solid Power believes can enable extended driving range, longer battery life, improved safety, and lower cost compared to traditional lithium-ion. Solid Power’s business model – selling its electrolyte to cell manufacturers and licensing its cell designs and manufacturing processes – distinguishes the company from many of its competitors who plan to be commercial battery manufacturers. Ultimately, Solid Power endeavors to be a leading producer and distributor of sulfide-based solid electrolyte material for powering both EVs and other applications. For more information, visit http://www.solidpowerbattery.com/.
Forward-Looking Statements
All statements other than statements of present or historical fact contained herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, 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 statements may include, but are not limited to, our future strategy, market opportunity, operations, and operating results; projected costs; future prospects; and plans and objectives of management. 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 our ability to commercialize our technology in advance of competing technologies and our competitors; (ii) risks relating to our status as a research and development stage company with a history of financial losses with an expectation of incurring significant expenses and continuing losses for the foreseeable future, including execution of our business plan and the timing of expected business milestones; (iii) risks relating to the non-exclusive nature of our partnerships, our ability to secure new business relationships, and our ability to manage these relationships; (iv) our ability to negotiate and execute commercial agreements with our partners and customers on commercially reasonable terms; (v) broad market adoption of EVs and other technologies where we are able to deploy our technology, if developed successfully; (vi) our success attracting and retaining our executive officers, key employees, and other qualified personnel; (vii) our ability to protect and maintain our intellectual property, including in jurisdictions outside of the United States; (viii) our ability to secure government contracts and grants, changes in government priorities with respect to our government contracts and grants or government funding reductions or delays, and the availability of government subsidies and economic incentives; (ix) delays in the construction and operation of facilities that meet our short-term research and development and long-term electrolyte production requirements; (x) changes in applicable laws or regulations; (xi) risks relating to our information technology infrastructure and data security breaches; and (xii) risks relating to other economic, business, or competitive factors in the United States and other jurisdictions, including supply chain interruptions and changes in market conditions, and our ability to manage these risks and uncertainties. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the “Risk Factors” sections of Solid Power’s Annual Report on Form 10-K for the year ended December 31, 2024, Solid Power’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, 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.
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Source: Solid Power, Inc.