Solid Power, Inc 10-Q for FY2026 Q3
Solid Power, Inc. (SLDP)
About this 10-Q
Solid Power, Inc filed this 10-Q on November 4, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Solid Power began commissioning MOBIUS™ after the September 30, 2026 quarter and targets a 150% increase in annual electrolyte capacity from 30 metric tons to approximately 75 metric tons. Total liquidity was $397.6 million with no debt. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.22M
- down 73.2% from $4.56M a year earlier
- Net loss
- $24.35M
- compared with a net loss of $25.87M a year earlier
- Diluted EPS
- -$0.11
- compared with -$0.14 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______ to _______
Commission file number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
(Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | | Accelerated filer ☐ | | | Smaller reporting company | |
| | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
SOLID POWER, INC.
FORM 10-Q
Table of Contents
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23 | |
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Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. References in this Report to “Solid Power,” “the Company,” “we,” “us,” and “our” refer to Solid Power, Inc. and its consolidated subsidiaries. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact included in this Report, regarding our technology, future financial performance, strategy, business model, expansion plans, including plans related to the expansion of our electrolyte production capabilities, potential new joint ventures and anticipated collaboration agreements, market opportunity, operations, and operating results, estimated revenues or losses, projected costs and cost reductions, future prospects, and plans and objectives of management are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “will,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “project,” “outlook,” “seek,” or the negative of such terms or other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties, and assumptions about us that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. Except as otherwise required by applicable law, we disclaim 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 of this Report. We caution you that the forward-looking statements contained herein are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control.
In addition, we caution you that the forward-looking statements regarding the Company contained in this Report are subject to the following factors:
| ● | 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; |
| ● | 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, and our ability to achieve profitability; |
| ● | risks relating to the non-exclusive nature of our partnerships, our ability to secure new business relationships, and our ability to manage these relationships; |
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| ● | our ability to negotiate and enter into potential joint venture arrangements and new or amended collaboration or other commercial agreements with our partners and customers on commercially reasonable terms and within anticipated timeframes; |
| ● | broad market adoption of EVs and other technologies where we are able to deploy our technology, if developed successfully, and related commercial demand for all-solid-state batteries incorporating our electrolyte; |
| ● | our success attracting and retaining our executive officers, key employees, and other qualified personnel; |
| ● | our ability to protect and maintain our owned and exclusively-licensed intellectual property, including in jurisdictions outside of the United States; |
| ● | 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; |
| ● | delays or difficulties in financing, permitting, constructing, commissioning, or operating facilities, whether by us or through partners or joint ventures, that meet our short-term research and development and long-term commercial-scale electrolyte production requirements, or in ramping production at such facilities to achieve anticipated capacity, production volumes, yields, quality, and cost reductions; |
| ● | changes in applicable laws or regulations, including tariffs; |
| ● | risks relating to, and potential liabilities resulting from, our information technology infrastructure and data security incidents, threats, breaches, or attacks; |
| ● | 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; and |
| ● | those factors discussed in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”), as they may be updated or amended in future filings we make with the Securities and Exchange Commission (“SEC”). |
We caution you that the foregoing list does not contain all of the risks or uncertainties that could affect the Company.
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, operating results, financial condition and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including those described in “Part I, Item 1A. Risk Factors” in the 2025 Form 10-K, as may be updated or amended in future filings we make with the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Report. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Report to reflect events or circumstances after the date of this Report or to reflect new information or the occurrence of unanticipated events, except as required by law. You should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.
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TRADEMARKS
Our logo and trademark appearing in this Report and the documents incorporated by reference herein are our property. This document and the documents incorporated by reference herein contain references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this Report may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.
MARKET AND INDUSTRY DATA
We obtained the industry and market data used throughout this Report or any documents incorporated herein by reference from our own internal estimates and research, as well as from independent market research, industry and general publications and surveys, governmental agencies, publicly available information, and research, surveys, and studies conducted by third parties. Internal estimates are derived from publicly available information released by industry analysts and third-party sources, our internal research, and our industry experience and are based on assumptions made by us based on such data and our knowledge of our industry and market, which we believe to be reasonable. In some cases, we do not expressly refer to the sources from which this data is derived. In addition, while we believe the industry and market data included in this Report or any documents incorporated herein by reference is reliable and based on reasonable assumptions, such data involve material risks and other uncertainties and is subject to change based on various factors, including those discussed in the section entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties or by us.
AVAILABLE INFORMATION
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the SEC. These reports and other information we file with or furnish to the SEC are available free of charge at https://www.solidpowerbattery.com/investor-relations/financials/sec-filings as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. In addition, the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.
We use our website (www.solidpowerbattery.com) and various social media channels (e.g., Solid Power, Inc. on LinkedIn) as a means of disclosing information about Solid Power and our products to our customers, investors, and the public. The information posted on our website and social media channels is not incorporated by reference in this Report or in any other report or document we file with the SEC. Further, references to our website URLs are intended to be inactive textual references only. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings, and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about Solid Power when you enroll your e-mail address by visiting the “Investor Email Alerts” section of our website under “Resources” at https://ir.solidpowerbattery.com. Although our executive officers may also use certain social media channels, we do not use our executive officers’ social media channels to disclose information about Solid Power or our products.
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Solid Power, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except par value and number of shares)
| | September 30, 2026 | | | | | |
| | (Unaudited) | | December 31, 2025 | | ||
Assets | | | | | | | |
Current Assets |
| | |
| | | |
Cash and cash equivalents | | $ | | | $ | | |
Restricted cash | | | | | | — | |
Marketable securities | | | | | | | |
Accounts receivable | |
| | |
| | |
Contract assets | | | — | | | | |
Prepaid expenses and other current assets | |
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| | |
Total current assets | |
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| | |
Long-Term Assets | | | | | | | |
Property, plant and equipment, net | |
| | | | | |
Right-of-use operating lease assets, net | | | | | | | |
Investments | | | | | | | |
Intangible assets, net | |
| | | | | |
Other assets | | | | | | | |
Loan receivable from equity method investee | | | | | | | |
Total long-term assets | | | | | | | |
Total assets | | $ | | | $ | | |
Liabilities, Mezzanine Equity and Stockholders’ Equity | |
| | |
| | |
Current Liabilities | |
| | |
| | |
Accounts payable and other accrued liabilities | | | | | | | |
Deferred revenue | |
| | | | | |
Deferred revenue from related parties | | | — | | | | |
Accrued compensation | |
| | | | | |
Operating lease liabilities | | | | | | | |
Warrant liabilities | | | | | | — | |
Total current liabilities | |
| | |
| | |
Long-Term Liabilities | | | | | | | |
Warrant liabilities | | | — | | | | |
Operating lease liabilities | | | | | | | |
Other liabilities | |
| | | | | |
Total long-term liabilities | | | | | | | |
Total liabilities | | | | | | | |
Mezzanine Equity | | | | | | | |
Mezzanine Equity | | | | | | | |
Stockholders’ Equity | |
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| | |
Common Stock, $ | |
| | | | | |
Additional paid-in capital | |
| | | | | |
Accumulated deficit | |
| ( | | | ( | |
Accumulated other comprehensive income (loss) | | | ( | | | | |
Total stockholders’ equity | |
| | |
| | |
Total liabilities, mezzanine equity and stockholders’ equity | | $ | | | $ | | |
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
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Solid Power, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)
(in thousands, except number of shares and per share amounts)
| | Three Months Ended September 30, | | Nine Months Ended September 30, | | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | | ||||
Revenues and Grant Income | | | | | | | | | | | | | |
Revenue | | $ | | | $ | | | $ | | | $ | | |
Grant income | | | | | | | | | | | | | |
Total revenue and grant income | | | | | | | | | | | | | |
Operating Expenses | | | | |
| | | | | |
| | |
Direct costs | | | | | | | | | | | | | |
Research and development | | | | | | | | | | | | | |
Selling, general and administrative | | | | | | | | | | | | | |
Total operating expenses | | | | |
| | | | | |
| | |
Operating Loss | | | ( | |
| ( | | | ( | |
| ( | |
Nonoperating Income and Expense | | | | |
| | | | | |
| | |
Interest income | | | | | | | | | | | | | |
Change in fair value of warrant liabilities | | | | | | ( | | | | | | ( | |
Interest expense | | | ( | | | ( | | | ( | | | ( | |
Other income (expense) | | | | | | ( | | | ( | | | ( | |
Total nonoperating income and expense | | | | |
| ( | | | | |
| | |
Pretax Loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( | |
Income tax expense (income) | | | | | | | | | | | | | |
Share of net loss (income) of equity method investee | | | | | | | | | | | | | |
Net Loss Attributable to Common Stockholders | | $ | ( | | $ | ( | | $ | ( | | $ | ( | |
Other Comprehensive Income (Loss) | | | ( | | | | | | ( | | | | |
Comprehensive Loss Attributable to Common Stockholders | | $ | ( | | $ | ( | | $ | ( | | $ | ( | |
Basic and diluted loss per share | | $ | ( | | $ | ( | | $ | ( | | $ | ( | |
Weighted average shares outstanding – basic and diluted | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
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Solid Power, Inc.
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
(in thousands, except number of shares)
| | Common Stock | | | | | | | | | | | | |||||
| | | | | | | | Additional | | Accumulated | | Accumulated Other | | Total Stockholders’ | ||||
| | Shares | | Amount | | paid-in capital | | deficit | | Comprehensive Income (Loss) | | Equity | ||||||
Balance as of December 31, 2025 | | | | | $ | | | $ | | | $ | ( | | $ | | | $ | |
Net loss | | | — | | | — | | | — | | | ( | | | — | | | ( |
Withholding of employee taxes related to stock-based compensation | | | — | | | — | | | ( | | | — | | | — | | | ( |
Shares of common stock issued for vested RSUs | | | | | | — | | | — | | | — | | | — | | | — |
Stock options exercised | | | | | | — | | | | | | — | | | — | | | |
Stock-based compensation expense | | | — | | | — | | | | | | — | | | — | | | |
Remeasurement of mezzanine equity | | | — | | | — | | | — | | | | | | — | | | |
Unrealized gain on available-for-sale securities | | | — | | | — | | | — | | | — | | | ( | | | ( |
Proceeds from the registered direct offering, net of offering costs, commissions, and fees of $ | | | | | | | | | | | | — | | | — | | | |
Balance as of March 31, 2026 | | | | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
Net loss | | | — | | | — | | | — | | | ( | | | — | | | ( |
Shares of common stock issued under the ESPP | | | | | | — | | | | | | — | | | — | | | |
Withholding of employee taxes related to stock-based compensation | | | — | | | — | | | ( | | | — | | | — | | | ( |
Shares of common stock issued for vested RSUs | | | | | | | | | — | | | — | | | — | | | |
Stock-based compensation expense | | | — | | | — | | | | | | — | | | — | | | |
Remeasurement of mezzanine equity | | | — | | | — | | | — | | | | | | — | | | |
Unrealized gain on available-for-sale securities | | | — | | | — | | | — | | | — | | | ( | | | ( |
Proceeds from the registered direct offering, net of offering costs, commissions, and fees of $ | | | — | | | — | | | | | | — | | | — | | | |
Balance as of June 30, 2026 | | | | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
Net loss | | | — | | | — | | | — | | | ( | | | — | | | ( |
Withholding of employee taxes related to stock-based compensation | | | — | | | — | | | ( | | | — | | | — | | | ( |
Shares of common stock issued for vested RSUs | | | | | | — | | | — | | | — | | | — | | | — |
Stock-based compensation expense | | | — | | | — | | | | | | — | | | — | | | |
Remeasurement of mezzanine equity | | | — | | | — | | | — | | | | | | — | | | |
Unrealized gain on available-for-sale securities | | | — | | | — | | | — | | | — | | | ( | | | ( |
Balance as of September 30, 2026 | | | | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
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| | Common Stock | | | | | | | | | | | | |||||
| | | | | | | | Additional | | Accumulated | | Accumulated Other | | Total Stockholders’ | ||||
| | Shares | | Amount | | paid-in capital | | deficit | | Comprehensive Income (Loss) | | Equity | ||||||
Balance as of December 31, 2024 | | | | | $ | | | $ | | | $ | ( | | $ | | | $ | |
Net loss | | | — | | | — | | | — | | | ( | | | — | | | ( |
Withholding of employee taxes related to stock-based compensation | | | — | | | — | | | ( | | | — | | | — | | | ( |
Shares of common stock issued for vested RSUs | | | | | | — | | | — | | | — | | | — | | | — |
Stock options exercised | | | | | | — | | | | | | — | | | — | | | |
Stock-based compensation expense | | | — | | | — | | | | | | — | | | — | | | |
Remeasurement of mezzanine equity | | | — | | | — | | | — | | | | | | — | | | |
Unrealized loss on available-for-sale securities | | | — | | | — | | | — | | | — | | | | | | |
Balance as of March 31, 2025 | | | | | $ | | | $ | | | $ | ( | | $ | | | $ | |
Net loss | | | — | | | — | | | — | | | ( | | | — | | | ( |
Shares of common stock issued under the ESPP | | | | | | — | | | | | | — | | | — | | | |
Withholding of employee taxes related to stock-based compensation | | | — | | | — | | | ( | | | — | | | — | | | ( |
Shares of common stock issued for vested RSUs | | | | | | — | | | — | | | — | | | — | | | — |
Stock options exercised | | | | | | — | | | | | | — | | | — | | | |
Repurchase and retirement of shares of common stock | | | ( | | | — | | | ( | | | — | | | — | | | ( |
Stock-based compensation expense | | | — | | | — | | | | | | — | | | — | | | |
Remeasurement of mezzanine equity | | | — | | | — | | | — | | | ( | | | — | | | ( |
Unrealized loss on available-for-sale securities | | | — | | | — | | | — | | | — | | | | | | |
Balance as of June 30, 2025 | | | | | $ | | | $ | | | $ | ( | | $ | | | $ | |
Net loss | | | — | | | — | | | — | | | ( | | | — | | | ( |
Withholding of employee taxes related to stock-based compensation | | | — | | | — | | | ( | | | — | | | — | | | ( |
Shares of common stock issued for vested RSUs | | | | | | — | | | — | | | — | | | — | | | — |
Stock options exercised | | | | | | — | | | | | | — | | | — | | | |
Stock-based compensation expense | | | — | | | — | | | | | | — | | | — | | | |
Remeasurement of mezzanine equity | | | — | | | — | | | — | | | ( | | | — | | | ( |
Unrealized loss on available-for-sale securities | | | — | | | — | | | — | | | — | | | | | | |
Proceeds from the ATM, net of offering costs, commissions, and fees of $ | | | | | | | | | | | | — | | | — | | | |
Balance as of September 30, 2025 | | | | | $ | | | $ | | | $ | ( | | $ | | | $ | |
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
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Solid Power, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
| | Nine Months Ended September 30, | | ||||
| | 2026 | | 2025 | | ||
Cash Flows from Operating Activities |
| | | | | | |
Net loss | | $ | ( | | $ | ( | |
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities: | | | | |
| | |
Depreciation and amortization | | | | | | | |
Amortization of right-of-use assets | | | | | | | |
Loss on sales of property, plant and equipment, net | | | | | | | |
Share of net loss (income) of equity method investee | | | | | | | |
Stock-based compensation expense | | | | | | | |
Change in fair value of warrant liabilities | | | ( | | | | |
Accretion of discounts on other long-term liabilities | | | | | | | |
Accretion of loan receivable from equity method investee | | | ( | | | ( | |
Amortization of premiums and accretion of discounts on available-for-sale securities | | | ( | | | ( | |
Loss on change in assessment of finance lease purchase options | | | — | | | | |
Impairment loss on abandoned patents | | | — | | | | |
Change in operating assets and liabilities that provided (used) cash and cash equivalents: | | | | | | | |
Accounts receivable | | | | | | ( | |
Contract assets | | | | | | — | |
Prepaid expenses and other current assets and other assets | | | | | | | |
Accounts payable and other accrued liabilities | | | ( | | | ( | |
Deferred revenue | | | | | | ( | |
Deferred revenue from related parties | | | ( | | | — | |
Accrued compensation | | | ( | | | ( | |
Operating lease liabilities | | | ( | | | ( | |
Net cash and cash equivalents used in operating activities | | | ( | |
| ( | |
Cash Flows from Investing Activities | | | | |
| | |
Purchases of property, plant and equipment, net | | | ( | | | ( | |
Purchases of available-for-sale securities | | | ( | | | ( | |
Proceeds from sales of available-for-sale securities | | | | | | | |
Cash received on loan receivable from equity method investee | | | | | | — | |
Purchases of intangible assets | | | — | | | ( | |
Net cash and cash equivalents (used in) provided by investing activities | | | ( | |
| | |
Cash Flows from Financing Activities | | | | |
| | |
Proceeds from exercise of stock options | | | | | | | |
Proceeds from issuance of shares of common stock under the ESPP | | | | | | | |
Cash paid for withholding of employee taxes related to stock-based compensation | | | ( | | | ( | |
Repurchase of shares of common stock | | | — | | | ( | |
Payments on finance lease liabilities | | | ( | | | ( | |
Proceeds from the ATM, net of commissions and fees | | | — | | | | |
Offering costs for the issuance of common stock under the ATM | | | — | | | ( | |
Proceeds from the registered direct offering, net of fees | | | | | | — | |
Net cash and cash equivalents provided by financing activities | | | | | | | |
| | | | | | | |
Net increase in cash and cash equivalents and restricted cash | | | | | | | |
Cash and cash equivalents and restricted cash at beginning of period | | | | | | | |
Cash and cash equivalents and restricted cash at end of period | | | | | | | |
| | | | | | | |
Supplemental information | | | | | | | |
Cash paid for interest | | $ | | | $ | | |
Accrued capital expenditures | | | | | | | |
Accrued intangibles | | | — | | | | |
Unpaid reimbursements on capital expenditures | | | | | | | |
Accrued offering costs for the issuance of common stock under the ATM | | | — | | | | |
Accrued withholding of employee taxes related to stock-based compensation | | | | | — | | |
Accrued excise tax on stock repurchases | | | — | | | | |
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
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Notes to Condensed Consolidated Financial Statements (Unaudited) (in thousands, except number of shares and per share amounts)
Note 1 – Nature of Business
Solid Power, Inc. (the “Company”) is developing solid-state battery technology for the battery electric vehicle (“EV”) and other markets. The Company’s planned business model is to sell its electrolyte and to license its cell designs and manufacturing processes.
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 Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) and are supplemented by the Notes to the Condensed Consolidated Financial Statements (Unaudited) in this Report (the “Notes”). The financial statements included in this Quarterly Report on Form 10-Q (including the Notes) should be read in conjunction with the 2025 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 U.S. generally accepted accounting principles (“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.
The Company accounts for its equity ownership in Dahae Energy Co., Ltd. (“Dahae”), an entity in which the Company does not exercise control or have the obligation to absorb losses or receive benefits, as a variable interest entity (“VIE”). A VIE is a legal entity that possesses any of the following conditions: the entity’s equity at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support, equity owners are unable to direct the activities that most significantly impact the legal entity’s economic performance (or they possess disproportionate voting rights in relation to the economic interest in the legal entity), or the equity owners lack the obligation to absorb the legal entity’s expected losses or the right to receive the legal entity’s expected residual returns. The Company consolidates a VIE if the Company determines that it has (i) the power to direct the activities of the VIE that most significantly impacts its economic performance and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that are more than insignificant to the VIE. If an entity is determined to be a VIE but the Company does not have a controlling interest, the entity is accounted for under either the cost or equity method depending on whether the Company can exercise significant influence. The Company has determined that it does not meet the control requirements to consolidate Dahae and accounts for the investment using the equity method of accounting. The Company evaluates its relationships with Dahae on an ongoing basis, including when the Company believes a loss in value may have occurred which is other than temporary. The Company measures its equity method investment at cost minus impairment, if any, plus or minus the share of the equity method investee’s loss or gain. Activity is included in Investments in the Condensed Consolidated Balance Sheets and separately within Share of net income (loss) of equity method investee in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) and within Cash Flows from Investing Activities in the Condensed Consolidated Statements of Cash Flows.
Out of period adjustment
During the current period, the Company identified an understatement of value-added tax (“VAT”) expense of $
Revenue and Grant Income
The Company assesses all collaborative arrangements to determine whether the agreement should be recorded in accordance with Accounting Standards Codification (“ASC”) 808 – Collaborative Arrangements. Collaborative arrangements involve two or more parties who are active participants and meet the following components: both parties are exposed to significant risks and rewards, and
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both parties are dependent on the commercial success of the efforts under the contract. Revenue recognition is recorded by analogy to ASC 606 – Revenue from Contracts with Customers. The Company’s agreements with SK On Co., Ltd. (such agreements, the “SK On Agreements”) meet the criteria of collaborative arrangements. Amounts received for these products and services are classified as Revenue in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The Company recognizes revenue utilizing the cost-to-cost method as management believes this method best reflects the progress towards fulfillment of the performance obligation. The Company expenses contract fulfillment costs as incurred.
Prior to January 1, 2025, the Company recognized revenue from the Company’s collaborative arrangements, including the SK On Agreements, over time using the input measurement method utilizing labor hours in relation to total labor hours anticipated to satisfy the performance obligation. Effective January 1, 2025, the Company changed its basis of input to utilize the cost-to-cost method to satisfy the performance obligation. The Company made this adjustment because it believes using the cost-to-cost method provides a more accurate reflection of how performance is satisfied over time. This adjustment is treated as a change in estimate beginning on January 1, 2025, and prior period amounts will not be adjusted.
The Company estimates whether it will be subject to variable consideration under the terms of a contract and includes its estimate of variable consideration, subject to constraint, in the transaction price based on the expected value method when it is deemed probable of being realized based on historical experience and trends. The Company updates its estimate of the transaction price each reporting period, and the effect of variable consideration on the transaction price is recognized as an adjustment to revenue on a cumulative catch-up basis.
The Company recognizes revenue from cooperative agreements with the government in cost contracts on the basis of costs incurred during the period and for cost plus fixed-fee contracts on the basis of costs incurred during the period plus the fee earned. Contract costs include all direct labor, subcontract, material, and indirect costs related to the contract performance.
On January 21, 2025, Solid Power Operating, Inc. entered into an assistance agreement with the U.S. Department of Energy (“DOE”) with an effective date of January 1, 2025 (as amended effective May 15, 2025 and amended and restated effective January 1, 2026, the “Assistance Agreement”). The Assistance Agreement provides that DOE will provide the Company with funding of up to $
For electrolyte sales, the Company recognizes revenue when the control of the goods is transferred to the customer and for the amount of consideration the Company expects to receive.
Warrants
The Company accounts for warrants as either liabilities or equity based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480—Distinguishing Liabilities from Equity and ASC 815—Hedge Accounting. Warrants recorded as liabilities are recorded at their fair value within Warrant liabilities in the Condensed Consolidated Balance Sheets and remeasured on each reporting date with changes recorded in Change in fair value of warrant liabilities in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Warrants recorded as equity are recorded at their fair value at issuance (less direct issuance costs) in Additional Paid-In Capital and are not remeasured.
Restricted Cash
Restricted cash is pledged as security for a customs bond arrangement. The restricted cash serves as collateral for obligations associated with the Company’s import activities and is not available for immediate use until the underlying collateral requirements are satisfied. Restricted cash is classified as current assets based on the contractual or estimated term of the remaining restriction.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the total amounts shown in the condensed consolidated statements of cash flows:
| | September 30, 2026 | | December 31, 2025 | ||
Cash and cash equivalents | | $ | | | $ | |
Restricted cash | | | | | | — |
Total cash and cash equivalents and restricted cash | | $ | | | $ | |
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Segment Reporting
The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The Company has determined that it operates in
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. ASU 2024-03 requires disclosure of specified information about certain costs and expenses in the notes to the financial statements. ASU 2024-03 will be effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. ASU 2024-03 can be applied either prospectively to financial statements or retrospectively to any prior periods presented in the financial statements. The Company is currently evaluating the impact of adoption on the Condensed Consolidated Financial Statements and disclosures.
In December 2025, the FASB issued ASU No. 2025-10 Government Grants (Topic 832). ASU 2025-10 establishes authoritative guidance on the recognition, measurement and presentation of government grants received by business entities. The guidance is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods beginning after December 15, 2028, with early adoption permitted. The guidance is applied on a modified prospective, a modified retrospective, or a retrospective transition approach. The Company is currently evaluating the impact of adoption on the Condensed Consolidated Financial Statements and disclosures.
In December 2025, the FASB issued ASU No. 2025-11 Interim Reporting (Topic 270). ASU 2025-11 clarifies guidance related to Topic 270 for interim disclosure requirements. The objective of the amendment is to provide clarity about the current requirements rather than evaluate whether to expand or reduce interim disclosure requirements. ASU 2025-11 is effective for interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adoption on the Condensed Consolidated Financial Statements and disclosures.
Note 3 – Property, Plant and Equipment, Net
Property, plant and equipment, net are summarized as follows:
| | September 30, 2026 | | December 31, 2025 | | ||
Production equipment | | $ | | | $ | | |
Laboratory equipment | | | | | | | |
Leasehold improvements | |
| | |
| | |
Furniture and computer equipment | |
| | |
| | |
Construction in progress | |
| | |
| | |
Total cost | |
| | |
| | |
Accumulated depreciation | |
| ( | |
| ( | |
Property, plant and equipment, net | | $ | | | $ | | |
Depreciation expenses for dedicated laboratory equipment and production equipment are charged to research and development. Office equipment, leasehold improvements, software, and computer equipment related depreciation expenses are allocated between research and development and selling, general and administrative expenses based on the nature of its use.
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Depreciation expense related to property, plant and equipment are summarized as follows:
| | Three Months Ended September 30, | | Nine Months Ended September 30, | | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | | ||||
Depreciation expense | | $ | | | $ | | | $ | | | $ | | |
As of September 30, 2026, the Company had completed and placed into service all assets related to the cell safety abuse lab and EIC. During the period ended September 30, 2026, the Company had nearly completed construction of its continuous electrolyte production pilot line (MOBIUS™) and began activities necessary for the line to be ready for its intended use; therefore, all capitalized spend remained in construction in progress. Construction in progress related to property, plant and equipment is summarized as follows:
Construction in progress | | September 30, 2026 | | December 31, 2025 | | ||
Continuous electrolyte pilot manufacturing line (MOBIUS™) | | $ | | | $ | | |
Cell safety abuse lab | | | — | | | | |
EIC | | | — | | | | |
Other capital projects | | | | | | | |
Total | | $ | | | $ | | |
Note 4 – Intangible Assets
Intangible assets are summarized as follows:
| | September 30, 2026 | | December 31, 2025 | | ||||||||
| | Gross Carrying | | Accumulated | | Gross Carrying | | Accumulated | | ||||
| | Amount | | Amortization | | Amount | | Amortization | | ||||
Intangible assets: | | | | | | | | | | | | | |
Licenses | | $ | | | | ( | | $ | | | $ | ( | |
Patents | | | | | | ( | | | | | | ( | |
Patents pending |
| | |
| | — |
| | |
| | — | |
Trademarks | | | | | | — | | | | | | — | |
Trademarks pending |
| | |
| | — |
| | |
| | — | |
Total amortizable intangible assets | | $ | | | $ | ( | | $ | | | $ | ( | |
Amortization expense for intangible assets is summarized as follows:
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
| ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 |
| ||||
Amortization expense | | $ | | | $ | | | $ | | | $ | | |
Useful lives of intangible assets range from 3 to
During the third quarter of 2025, the Company concluded there were assets on the Condensed Consolidated Balance Sheets related to patent application costs for the patents that the Company is no longer pursuing. As the carrying amount of the intangible asset was not recoverable and the carrying value exceeded its fair value, an impairment loss was recognized. As of September 30, 2025, the Company recognized $
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Note 5 – Revenue and Grant Income
The Company receives revenue and grant income from both government and non-government entities. Government revenue and grant income includes both revenue and grant income from collaborative arrangements. Non-government revenue includes both revenue from collaborative arrangements and electrolyte sales. The table below sets forth revenue and grant income by type for the three and nine months ended September 30, 2026 and 2025.
| | Three Months Ended September 30, | | Nine Months Ended September 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Government - revenue | | $ | - | | $ | | | $ | | | $ | |
Government - grant income | | | | | | | | | | | | |
Non-government revenue | | | | | | | | | | | | |
Total revenue and grant income | | $ | | | $ | | | $ | | | $ | |
Note 6 – Fair Value Measurements
The carrying amount of certain financial instruments, such as cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities, approximate fair value due to their relatively short maturities. The difference between the amortized cost and fair value of available-for-sale securities as of September 30, 2026 and December 31, 2025 was not material.
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
The following table summarizes the asset type, balance sheet classification, maturity, and value of the Company’s marketable securities and investments in the Condensed Consolidated Balance Sheets.
Assets | Balance Sheet Classification | Maturity | September 30, 2026 | | December 31, 2025 | ||
Commercial Paper | Marketable securities | $ | | | $ | | |
Corporate Bonds | Marketable securities | | | | | | |
Government Bonds | Marketable securities | | | | | | |
U.S. Treasuries | Marketable securities | | | | | | |
| Total Marketable securities | | $ | | | $ | |
| | | | | | | |
| | | | | | | |
Corporate Bonds | Investments | $ | | | $ | | |
Government Bonds | Investments | | | | | | |
Equity Method Investment | Investments | | | | | | |
| Total Investments | | $ | | | $ | |
See Note 2 – Significant Accounting Policies to the Company’s financial statements included in the 2025 Form 10-K, as supplemented by the Notes, for information regarding Levels 1 through Level 3 inputs.
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As of September 30, 2026 and December 31, 2025, 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:
| | | September 30, 2026 | ||||||||||
| | | Level 1 | | Level 2 | | Level 3 | | Total | ||||
Assets | Balance Sheet Classification | | | | | | | | | | | | |
Commercial Paper | Marketable securities | | $ | | | $ | — | | $ | — | | $ | |
Corporate Bonds | Marketable securities | | $ | | | $ | — | | $ | — | | $ | |
Government Bonds | Marketable securities |
| $ | | | $ | — | | $ | — |
| $ | |
U.S. Treasuries | Marketable securities | | $ | | | $ | — | | $ | — | | $ | |
Corporate Bonds | Investments | | $ | | | $ | — | | $ | — | | $ | |
Government Bonds | Investments | | $ | | | $ | — | | $ | — | | $ | |
Bifurcated embedded derivative | Loan receivable from equity method investee | | $ | — | | $ | — | | $ | | | $ | |
| | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | |
Public Warrants | Warrant liabilities | | $ | | | $ | — | | $ | — | | $ | |
Private Placement Warrants | Warrant liabilities | | $ | — | | $ | | | $ | — | | $ | |
| | | December 31, 2025 | ||||||||||
| | | Level 1 | | Level 2 | | Level 3 | | Total | ||||
Assets | Balance Sheet Classification | | | | | | | | | | | | |
Commercial Paper | Marketable securities | | $ | | | $ | — | | $ | — | | $ | |
Corporate Bonds | Marketable securities | | $ | | | $ | — | | $ | — | | $ | |
Government Bonds | Marketable securities | | $ | | | $ | — | | $ | — | | $ | |
U.S. Treasuries | Marketable securities | | $ | | | $ | — | | $ | — | | $ | |
Corporate Bonds | Investments | | $ | | | $ | — | | $ | — | | $ | |
Government Bonds | Investments | | $ | | | $ | — | | $ | — | | $ | |
Bifurcated embedded derivative | Loan receivable from equity method investee | | $ | — | | $ | — | | $ | | | $ | |
| | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | |
Public Warrants | Warrant liabilities | | $ | | | $ | — | | $ | — | | $ | |
Private Placement Warrants | Warrant liabilities | | $ | — | | $ | | | $ | — | | $ | |
The change in fair value of the Company’s marketable securities and investments are included in Other Comprehensive Income (Loss) in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). There were
Fair Value of Bifurcated Embedded Derivative
The fair value of the bifurcated embedded derivative (the “Derivative”) has been estimated using the with-and-without method as of September 30, 2026 using Level 3 unobservable inputs and Level 2 directly or indirectly observable inputs, including estimated credit rating, risk-free interest rates, and expected future cash flows. Material increases or decreases in any of those inputs may result in a significantly higher or lower fair value measurement. See Note 12 – Related Party Transactions for more information.
Fair Value of Public Warrants and Private Placement Warrants
The fair value of the private placement warrants issued as part of the Company’s business combination in 2021 (the “Private Placement Warrants”) have been estimated using a Black-Scholes model as of September 30, 2026 and December 31, 2025. 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 publicly-traded
14
warrants (the “Public Warrants” and, together with the Private Placement Warrants, the “Warrants”) and from historical volatility of select peer companies’ common stock that matches the expected remaining life of the Warrants. 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.
| | September 30, 2026 | | December 31, 2025 |
| ||
Exercise price | | $ | | | $ | | |
Stock price | | $ | | | $ | | |
Volatility | |
| | % |
| | % |
Term (in years) | |
| | |
| | |
Risk-free rate | |
| | % |
| | % |
The following table provides a roll forward (per Warrant) of the Public Warrants measured at fair value using Level 1 inputs and Private Placement Warrants measured at fair value using Level 2 inputs.
| | Public Warrants | | Private Placement Warrants | ||
| | Level 1 Fair Value | | Level 2 Fair Value | ||
December 31, 2025 | | $ | | | $ | |
Change in fair value | | $ | ( | | $ | ( |
March 31, 2026 | | $ | | | $ | |
Change in fair value | | $ | ( | | $ | ( |
June 30, 2026 | | $ | | | $ | |
Change in fair value | | $ | ( | | $ | ( |
September 30, 2026 | | $ | | | $ | |
See Note 7 – Warrants for more information.
Note 7 – Warrants
Public Warrants and Private Placement Warrants
The table below provides a summary of the outstanding Public and Private Placement Warrants classified as a liability.
| | September 30, 2026 | | December 31, 2025 |
Public Warrants | | | | |
Private Placement Warrants | | | | |
Each whole Warrant entitles the holder thereof to purchase
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:
| | | September 30, 2026 | | | December 31, 2025 |
Fair value of warrant liabilities | | $ | | | $ | |
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The table below provides the gain (loss) recognized in connection with changes in fair value of warrant liabilities at:
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | ||||||||
| | | 2026 | | | 2025 | | | 2026 | | | 2025 | |
Gain (Loss) recognized associated with warrant liabilities | | $ | | | $ | ( | | $ | | | $ | ( | |
There have been no changes to the terms of the Public or Private Placement Warrants disclosed in the 2025 Form 10-K.
Pre-Funded Warrants and Common Warrants
In January 2026, the Company issued pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of
Note 8 – Stockholders’ Equity
Common Stock
Stock options exercised for common stock and shares of common stock issued upon vesting of restricted stock units (“RSUs”) for the three and nine months ended September 30, 2026 and 2025 are summarized in the table below.
| | Three Months Ended September 30, | | Nine Months Ended September 30, | | ||||
| | 2026 | | 2025 | | 2026 | | 2025 | |
Stock options exercised | | — | | | | | | ||
Shares of common stock issued under the ESPP | | — | | — | | | | | |
Shares of common stock issued for vested RSUs | | | | | | | | ||
Shares of common stock issued under the ATM | | — | | | | — | | | |
Shares of common stock repurchased | | — | | — | | — | | ( | |
The table below presents the cash received or paid associated with common stock related activities for the three and nine months ended September 30, 2026 and 2025.
| Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2026 | | | 2025 | | | 2026 | | | 2025 |
Cash received from stock options exercised | $ | — | | $ | | | $ | | | $ | |
Cash received from shares of common stock issued under the ESPP | | — | | | — | | | | | | |
Cash received from shares of common stock issued under the ATM | | — | | | | | | — | | | |
Cash paid for shares of common stock repurchased | | — | | | — | | | — | | | ( |
At-the-Market Offering
On September 5, 2025, the Company entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Oppenheimer & Co. Inc., serving as agent (“Oppenheimer”), with respect to an at-the-market offering program (the “ATM”) under which the Company may offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to $
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commissions, and fees. As of September 30, 2026, approximately $
Registered Direct Offering
On January 28, 2026, the Company entered into a securities purchase agreement with a single sector-focused institutional investor for the direct offering of
Stock Repurchase Program
On January 23, 2024, the Company announced that its Board of Directors approved a stock repurchase program (“Program”) authorizing the Company to purchase up to $
The table below presents the number of shares repurchased and retired, the principal, commissions, and total cash paid to repurchase and retire shares of common stock, the excise tax, and the average purchase price per share for the three and nine months ended September 30, 2025:
| | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | | 2025 | | 2025 |
Repurchased and retired shares of common stock | | | — | | |
Principal paid to repurchase and retire shares of common stock | | | — | | |
Commissions paid to repurchase and retire shares of common stock | | | — | | |
Total cash paid to repurchase and retire shares of common stock | | | — | | ( |
Excise tax accrued | | | — | | |
Average price paid per share (including commissions) | | $ | — | $ | |
Note 9 – Stock-Based Compensation
There have been no changes to the Solid Power, Inc. 2014 Equity Incentive Plan (the “2014 Plan”), the Solid Power, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), the Solid Power, Inc. 2021 Employee Stock Purchase Plan (“ESPP”), the Company’s accounting for stock-based compensation under those plans, or the restricted stock grants to
The fair value of stock options and RSUs under the 2021 Plan is recognized as compensation expense over the vesting period of the award. The Company accounts for forfeitures as they occur.
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For the three and nine months ended September 30, 2026 and 2025, the Company recognized compensation costs totaling:
| | Three Months Ended September 30, | | Nine Months Ended September 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Stock-based compensation costs related to RSUs | | $ | | | $ | | | $ | | | $ | |
Stock-based compensation costs related to stock options | |
| | |
| | |
| | |
| |
Stock-based compensation costs related to the ESPP | | | | | | | | | | | | |
Total stock-based compensation costs | | $ | | | $ | | | $ | | | $ | |
Unrecognized future compensation costs as of September 30, 2026 were $
The following table summarizes the Company’s award activity for RSUs and stock options for the three and nine months ended September 30, 2026:
| | | | | |
| | RSUs | | | Stock Options |
Balance at December 31, 2025 | | | | | |
Granted | | | | | — |
Vested or Exercised | | ( | | | ( |
Forfeited | | ( | | | — |
Expired | | — | | | — |
Balance at March 31, 2026 | | | | | |
Granted | | | | | — |
Vested or Exercised | | ( | | | — |
Forfeited | | ( | | | — |
Expired | | — | | | — |
Balance at June 30, 2026 | | | | | |
Granted | | | | | — |
Vested or Exercised | | ( | | | — |
Forfeited | | ( | | | — |
Expired | | — | | | ( |
Balance at September 30, 2026 | | | | | |
Restricted Stock Grants to Dahae Executives
On October 21, 2024, the Company issued
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Note 10 – Basic and Diluted Loss Per Share
The table below sets forth the basic and diluted loss per share calculation for the three and nine months ended September 30, 2026 and 2025.
| | Three Months Ended September 30, | | Nine Months Ended September 30, | | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | | ||||
Net loss attributable to common stockholders | | $ | ( | | $ | ( | | $ | ( | | $ | ( | |
Weighted average shares outstanding – basic and diluted | | | | | | | | | | ||||
Basic and diluted loss per share | | $ | ( | | $ | ( | | $ | ( | | $ | ( | |
Basic weighted average shares outstanding for the three months ended September 30, 2026 and 2025 include
| | Nine Months Ended September 30, | | ||
| | 2026 | | 2025 | |
Public Warrants and Private Placement Warrants | | |
| | |
Common Warrants | | | | — | |
2014 Plan & 2021 Plan - Stock Options | | |
| | |
2021 Plan - RSUs | | |
| | |
ESPP - Common Stock | | | | | |
Restricted stock grants to Dahae executives | | | | | |
Total potentially dilutive securities | | | | | |
Note 11 – Leases
The Company leases its facilities and certain equipment. Fixed rent for the Company’s facilities 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 December 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. In 2024, the Company amended this operating lease to incorporate additional space and further extend the term of the lease. The Company has the right to renew this operating lease for an additional
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
The Company has certain equipment leases classified as finance leases as of September 30, 2026. In the Condensed Consolidated Balance Sheets, the Company records its right-of-use finance lease assets, net within Other assets, records its short-term finance lease liabilities within Accounts payable and other accrued liabilities, and records its long-term finance lease liabilities within Other liabilities.
The Company’s leases do not have any contingent rent payments and do not contain residual value guarantees.
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The components of lease expense are as follows:
| | Three Months Ended September 30, | | Nine Months Ended September 30, | | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | | ||||
Finance lease costs: |
| | | | | |
| | | | | | |
Amortization of right-of-use assets | | $ | | | $ | | | $ | | | $ | | |
Interest on lease liabilities | |
| | |
| | |
| | |
| | |
Operating lease costs | |
| | |
| | |
| | |
| | |
Total lease expense | | $ | | | $ | | | $ | | | $ | | |
The components of cash flow information related to leases are as follows:
| | Three Months Ended September 30, | | Nine Months Ended September 30, | | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | | ||||
Operating outgoing cash flows – finance leases | | $ | | | $ | | | $ | | | $ | | |
Financing outgoing cash flows – finance leases | |
| | |
| | |
| | |
| | |
Operating outgoing cash flows – operating leases | |
| | |
| | |
| | |
| | |
Right-of-use assets obtained in exchange for new, modified, and remeasured finance lease liabilities: | | | — | | | — | | | — | | | ( | |
Right-of-use assets obtained in exchange for new, modified, and remeasured operating lease liabilities: | | | — | | | — | | | — | | | | |
The supplemental balance sheet information related to leases is as follows:
| | September 30, 2026 |
|
Finance lease |
| | |
Weighted-average remaining lease term – finance leases (in years) |
| | |
Weighted-average discount rate – finance leases |
| | % |
Operating lease |
| | |
Weighted-average remaining lease term – operating leases (in years) |
| | |
Weighted-average discount rate – operating leases |
| | % |
As of September 30, 2026, future minimum payments during the next five years and thereafter are as follows:
Fiscal year | | Finance Lease | | Operating Lease | ||
2026 (remaining three months) | | | | | | |
2027 | | | | | | |
2028 | | | | | | |
2029 | | | — | | | |
2030 | | | — | | | |
Thereafter | | | — | | | |
Total | | | | | | |
Less present value discount | | | ( | | | ( |
Total lease liabilities | $ | | | $ | | |
Note 12 – Related Party Transactions
BMW of North America LLC
During 2022, the Company amended its joint development agreement (“JDA”) with BMW of North America LLC (“BMW”) to provide a research and development-only license to certain of the Company’s intellectual property relating to cell manufacturing. The license allows, among other things, BMW to install a solid-state prototype cell manufacturing line based on the Company’s proprietary information. The license is limited to BMW’s research and development activities and may not be used for commercial battery cell production. During 2024, the Company further amended its JDA with BMW to extend the term of the JDA, revise the
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payment schedule, and revise certain deliverables and the timing to achieve various milestone and development targets and confirm cell performance requirements.
Before BMW’s installation of its cell manufacturing line, the Company and BMW have agreed to joint development and manufacturing activities at the Company’s facilities. Any intellectual property developed jointly by the Company and BMW at the Company’s facilities will be solely owned by the Company. To the extent intellectual property is jointly conceived elsewhere, the Company and BMW will jointly own such intellectual property. The intellectual property developed by us or BMW individually will be owned by such party. Both parties will have the right to utilize the other party’s technical improvements for research and development purposes only. The Company, with certain limitations, has the right to cause BMW to license BMW’s technical improvements to the Company for commercial purposes.
BMW paid the Company $
Dahae Energy Co., Ltd.
During 2024, the Company entered into a series of transactions with Dahae, a strategic partner in the Republic of Korea. Dahae provides process engineering support for the Company’s pilot cell lines and served as the installer for installation of a pilot cell manufacturing line at SK On’s facility. The transactions included, among other things, a bond (the “Bond”) with detachable warrants (the “Detachable Warrants”) and the Derivative, restricted stock grants to
The Company acquired a
As of September 30, 2026 and December 31, 2025, the Bond had an unamortized discount of $
The Company recorded the Detachable Warrants within Investments in the Condensed Consolidated Balance Sheets at a fair value upon acquisition of $
The Company granted
The Company entered into a term loan facility with Dahae. Dahae drew upon the facility on November 3, 2024, with a principal balance of $
All financing agreements between the Company and Dahae are collateralized by Dahae’s assets and a minority equity interest in Dahae. The Company has committed to provide up to $
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The table below presents the summarized transactions recorded in the Condensed Consolidated Balance Sheets related to the Company’s equity method investment for the periods presented. The transactions reflected in the table below coupled with the term loan facility of $
| | September 30, 2026 | | December 31, 2025 |
Bond | $ | | $ | |
Loan | | | | |
Warrants | | | | |
Equity method investment (a) | | | | |
Mezzanine equity | | |
| (a) | The change in equity method investment from December 31, 2025 to September 30, 2026 reflects the Company’s |
The table below presents the summarized transactions recorded in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) related to the Company’s equity method investment for the three and nine months ended September 30, 2026 and 2025, respectively.
| Three Months Ended September 30, | | Nine Months Ended September 30, | ||||||
| | 2026 | | 2025 | | | 2026 | | 2025 |
Interest income | $ | | $ | | | $ | | $ | |
Share of net income (loss) of equity method investee | | ( | | ( | | | ( | | ( |
Other comprehensive income (loss) | | | | ( | | | | | ( |
Note 13 – Income Taxes
The Company’s effective tax rate was
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.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes, among other things the permanent extension of certain provisions of the U.S. Tax Cuts and Jobs Act of 2017, modifications to the United States’ international tax framework, restoration of favorable tax treatment for certain business provisions, and acceleration of the phase-out of EV credits. The OBBBA contains a variety of effective dates, with certain provisions effective in 2025 and others implemented through 2027. The OBBBA did not have a material impact on the reported results of operations.
Note 14 – Contingencies
The Company may be party to litigation from time to time in the normal course of business. 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.
On December 3, 2024,
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Company, its subsidiaries, or its current officers or directors, except Mr. Anderson, is named as a defendant. The Hamilton Defendants have demanded indemnification and advancement of defense costs from the Company. Accordingly, it is reasonably possible that the Company could be liable for the legal fees, defense costs, judgments, and/or settlement fees incurred by certain of the Hamilton Defendants. The proceedings are subject to uncertainties inherent in the litigation process, and the Company cannot currently estimate a reasonably possible loss.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the condensed consolidated financial statements and related notes thereto included elsewhere in this Report. The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs, and expected performance. For additional discussion, see “Cautionary Note Regarding Forward-Looking Statements” above. The forward-looking statements are dependent upon events, risks, and uncertainties that may be outside of our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed elsewhere in this Report, and in “Part I, Item 1A. Risk Factors” of the 2025 Form 10-K, as such descriptions may be updated or amended in future filings we make with the SEC. Unless indicated otherwise, the following discussion and analysis of results of operations and financial condition and liquidity relates to our current continuing operations and should be read in conjunction with the consolidated financial statements and notes thereto of this Report and the 2025 Form 10-K. We do not undertake, and expressly disclaim, any obligation to publicly update any forward-looking statements, whether as a result of new information, new developments, or otherwise, except to the extent that such disclosure is required by applicable law.
Overview
Solid Power is a U.S.-based leader in solid-state battery technology and manufacturing processes. Our core technology is a sulfide-based solid electrolyte material, which replaces the liquid or gel electrolyte used in traditional lithium-ion battery cells. We believe our electrolyte technology has the potential to enable a step-change improvement in battery cell performance beyond what is currently achievable in conventional lithium-ion battery cells, including improved energy density, battery life, and safety performance. We are currently targeting the battery electric vehicle market due to the size and perceived demand for next generation battery technology but believe our technologies can also have broader applications in robotics, defense and aviation, and off-highway markets, as these markets mature.
2026 Development Objectives
We made progress on our 2026 development objectives and other strategic priorities as the solid-state battery landscape continues to evolve. Below is a summary of recent progress towards our goals.
| ● | Strengthen relationships with our existing partners and pursue new partnerships – During the third quarter, we continued to work with SK On regarding operational and technical support for its pilot cell manufacturing line and continued discussing a potential new collaboration agreement, which could replace or amend the existing research and development technology license agreement with SK On (the “SK On R&D license”). Separately, we advanced discussions with industry leading partners regarding a potential joint venture for commercial-scale electrolyte production in the Republic of Korea. |
| ● | Pursuing expanded opportunities in additional battery markets– We expanded collaboration opportunities for our electrolyte technology beyond electric vehicles, including in humanoid robotics, drone and defense applications, supported by our cell-testing and pilot-production capabilities. |
| ● | Continue executing on our electrolyte development roadmap – As of September 30, 2026, we had nearly completed construction of our continuous electrolyte production pilot line (MOBIUS™). Subsequent to quarter end, we began commissioning, including introducing materials into the line. Plant validation, operational startup and full commissioning remain planned for the fourth quarter of 2026. Following commissioning, we expect MOBIUS™ to increase our total annual electrolyte production capacity by 150%, from 30 metric tons to approximately 75 metric tons. Finally, we are on track to complete the ISO 9001 certification by the end of the fourth quarter 2026. |
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| ● | Promote electrolyte product competitiveness – We improved our performance and provided shipments of electrolyte to key customers including Samsung SDI Co., Ltd and SK On. We completed the joint evaluation agreement with Samsung SDI and BMW AG which expired on September 30, 2026. We are optimistic about the possibility of continuing to work with Samsung SDI on electric vehicles and other potential applications of ASSB technologies. |
| ● | Remain fiscally disciplined – We remained fiscally disciplined, balancing financial discipline with appropriate investments in technology developments and process improvements. See “—Results of Operations” and “—Liquidity and Capital Resources” for more information. |
Key Factors Affecting Operating Results
We are a research and development-stage company and have not generated cash flows through the sale of our electrolyte or licensing of our cell designs to adequately cover our costs. Our ability to commercialize our products depends on several factors that present significant opportunities but also pose material risks and challenges, including those discussed in the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” sections of this Report, which are incorporated by reference.
Prior to reaching commercialization, we must improve our products to ensure they meet the performance requirements of our customers. We also will have to negotiate commercial agreements with our customers on terms and conditions that are mutually acceptable. To satisfy anticipated demand, we will need to scale production of our electrolyte. All of these will take time, require capital, and affect our operating results. Since many factors are difficult to quantify, our actual operating results may be different than currently anticipated.
Revenue generated to date has primarily come from performance on research and development licensing agreements, line installation agreement, and government contracts. We will need to continue to deploy substantial capital to expand our production capabilities and engage in research and development programs. We also expect to continue to incur administrative expenses as a publicly traded company.
In addition to meeting our development goals, commercialization and future growth and demand for our products are highly dependent upon consumers adopting EVs. The market for new energy vehicles is still rapidly evolving due to emerging technologies, competitive pricing, government regulation and industry standards, and changing consumer demands and behaviors.
Basis of Presentation
We currently conduct our business through one operating segment and one reportable segment. As a research and development company with no commercial operations, our activities to date have been limited and were conducted primarily in the United States and the Republic of Korea. Our historical results are reported under U.S. generally accepted accounting principles and in U.S. dollars.
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Results of Operations
Comparison of the Three and Nine Months Ended September 30, 2026 to the Three and Nine Months Ended September 30, 2025 (in thousands)
During the three and nine months ended September 30, 2026, our capital and operational investments supported our key 2026 development objectives.
| | Three Months Ended September 30, | | | Change | | Nine Months Ended September 30, | | | Change | ||||||||||||
| | 2026 | | 2025 | | | $ | | % | | 2026 | | 2025 | | | $ | | % | ||||
Revenues and Grant Income | | | | | | | | | | | | | | | | | | | | | | |
Revenue | | $ | 243 | | $ | 3,732 | | $ | (3,489) | | (93)% | | $ | 1,331 | | $ | 15,342 | | $ | (14,011) | | (91)% |
Grant income | | | 981 | | | 828 | | | 153 | | 18% | | | 2,698 | | | 2,774 | | | (76) | | (3)% |
Total revenue and grant income | | | 1,224 | | | 4,560 | | | (3,336) | | (73)% | | | 4,029 | | | 18,116 | | | (14,087) | | (78)% |
Operating Expenses | | | | | | | | | | | | | | | | | | | | | | |
Direct costs | | | 2,530 | | | 3,632 | | | (1,102) | | (30)% | | | 8,197 | | | 14,790 | | | (6,593) | | (45)% |
Research and development | | | 18,724 | | | 18,276 | | | 448 | | 2% | | | 55,835 | | | 55,639 | | | 196 | | 0% |
Selling, general and administrative | | | 9,810 | | | 7,074 | | | 2,736 | | 39% | | | 26,471 | | | 22,008 | | | 4,463 | | 20% |
Total operating expenses | | | 31,064 | | | 28,982 | | | 2,082 | | 7% | | | 90,503 | |
| 92,437 | |
| (1,934) | | (2)% |
Operating Loss | | | (29,840) | | | (24,422) | | | (5,418) | | 22% | | | (86,474) | |
| (74,321) | |
| (12,153) | | 16% |
Nonoperating Income and Expense | | | | | | | | | | | | | | | | | | | | | | |
Interest income | | | 3,976 | | | 3,050 | | | 926 | | 30% | | | 12,160 | | | 9,887 | | | 2,273 | | 23% |
Change in fair value of warrant liabilities | | | 1,572 | | | (3,464) | | | 5,036 | | (145)% | | | 13,463 | | | (802) | | | 14,265 | | (1,779)% |
Interest expense | | | (2) | | | (6) | | | 4 | | (67)% | | | (209) | | | (21) | | | (188) | | 895% |
Other income (expense) | | | 52 | | | (58) | | | 110 | | (190)% | | | (23) | | | (732) | | | 709 | | (97)% |
Total nonoperating income and expense | | | 5,598 | | | (478) | | | 6,076 | | (1,271)% | | | 25,391 | |
| 8,332 | |
| 17,059 | | 205% |
Pretax Loss | | $ | (24,242) | | $ | (24,900) | | $ | 658 | | (3)% | | $ | (61,083) | | $ | (65,989) | | $ | 4,906 | | (7)% |
Income tax expense (income) | | | 1 | | | 360 | | | (359) | | (100)% | | | 6 | | | 365 | | | (359) | | (98)% |
Share of net loss (income) of equity method investee | | | 110 | | | 607 | | | (497) | | (82)% | | | 114 | | | 1 | | | 113 | | 11300% |
Net Loss Attributable to Common Stockholders | | $ | (24,353) | | $ | (25,867) | | $ | 1,514 | | (6)% | | $ | (61,203) | | $ | (66,355) | | $ | 5,152 | | (8)% |
Other Comprehensive Income (Loss) | | | (905) | | | 161 | | | (1,066) | | (662)% | | | (2,864) | | | 346 | | | (3,210) | | (928)% |
Comprehensive Loss Attributable to Common Stockholders | | $ | (25,258) | | $ | (25,706) | | $ | 448 | | (2)% | | $ | (64,067) | | $ | (66,009) | | $ | 1,942 | | (3)% |
Revenue and Grant Income
Revenue recognized consists of performance on our non-government contracts as well as certain government contracts. Grant income recognized consisted of performance on our assistance agreement, dated January 1, 2025 (as amended effective May 15, 2025 and amended and restated effective January 1, 2026, the “Assistance Agreement”), with the U.S. Department of Energy (“DOE”).
We recognized $0.2 million and $1.3 million of revenue for the three and nine months ended September 30, 2026, respectively. The revenue mostly consisted of performance on the SK On R&D license, line installation agreement, and electrolyte supply agreement with SK On (collectively, the “SK On Agreements”).
We recognized $1.0 million and $2.7 million of government grant income for the three and nine months ended September 30, 2026. Government grant income consists of grant income from the Assistance Agreement. The Assistance Agreement provides that the DOE will provide us with funding of up to $50 million for our installation of equipment necessary for the continuous production of sulfide-based solid electrolyte material. As of September 30, 2026, construction of our continuous electrolyte production pilot line (MOBIUS™) was nearly complete. Construction of MOBIUS™ has been funded in part with the DOE grant proceeds under the Assistance Agreement.
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Total revenue and grant income decreased $3.3 million and $14.1 million for the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025 largely due to the timing of performance milestones achieved under our customer arrangements in the prior year. The nine-month decrease also reflected the $1.2 million cumulative catch-up adjustment driven by a change in assumptions connected to our constraint on variable consideration within certain milestone payments under the SK On R&D license. For the remainder of 2026, we expect revenue recognition to continue to decrease relative to prior year periods as we focus on our site acceptance testing, commissioning and operational startup of the continuous electrolyte production pilot line (MOBIUS™) and provide electrolyte to our partners and customers.
Operating Expenses
Operating expenses increased $2.1 million and decreased $1.9 million in the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025. The increase for the three-month period was primarily driven by an increase in strategic commercial readiness consulting fees supporting our business development objectives, which is offset by a reduction in costs on the SK On Agreements as the milestone achievements were large in the prior year. The decrease for the nine-month period was primarily driven by the reduction in costs on the SK On Agreements which is offset by an increase in stock-based compensation and strategic commercial readiness consulting fees.
Direct Costs
Direct costs, which include labor, subcontractor, and material costs incurred in support of revenue-generating projects, decreased $1.1 million and $6.6 million for the three and nine months ended September 30, 2026 compared to the same periods in 2025. Direct costs for the three and nine months ended September 30, 2026 included a $1.3 million out-of-period adjustment related to value-added tax (“VAT”) on costs incurred under the SK On Line installment, as further discussed in Note 2 of the condensed consolidated financial statements. Excluding this adjustment, direct costs were $1.1 million as of the three months ended September 30, 2026 and $6.8 million as of the nine months ended September 30, 2026, reflecting the completion of the line installation agreement with SK On in the second quarter of 2026.
Research and Development
Research and development expenses consist of employee compensation and benefits for personnel engaged in research, engineering, manufacturing, chemistry, and technical operations. Research and development expenses also include costs related to our facilities and depreciation associated with plant and equipment used in our development activities.
Research and development expenses did not change materially for the three and nine months ended September 30, 2026 compared to the same period in 2025.
Selling, General and Administrative
Selling, general and administrative expenses are largely comprised of employee compensation and personnel-related costs for our administrative functions as well as costs driven by insurance and regulatory requirements. Selling, general and administrative expenses increased $2.7 million and $4.5 million in the three and nine months ended September 30, 2026 compared to the same periods in 2025. This increase was driven by increased spend on consulting activities on commercial readiness and strategic market expansion into additional battery markets supporting our business development goals. The increase of selling, general and administrative expenses was also driven by stock-based compensation expense as a result of larger annual incentive stock grant during 2026 compared to 2025, as well as forfeitures of unvested stock options and restricted stock units in 2025 that did not recur in 2026.
Nonoperating Income and Expense
Nonoperating income and expense includes interest income, the non-cash impact from the change in the fair value of our warrant liabilities, and other immaterial income and expense items. For the three and nine months ended September 30, 2026, nonoperating income and expense increased $6.1 million and $17.1 million compared to the same periods in 2025 due to the change in fair value of warrant liabilities and the change in interest income earned.
The change in the fair value of warrant liabilities for the three months ended September 30, 2026 caused a $1.6 million gain compared to the three months ended September 30, 2025 where the change in the fair value caused a loss of $3.5 million. The change in the fair value of warrant liabilities for the nine months ended September 30, 2026 caused a $13.5 million gain compared to the nine months ended September 30, 2025 where the change in the fair value caused a loss of $0.8 million.
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Interest income earned increased $0.9 million and $2.3 million for the three and nine months ended September 30, 2026 compared to the same period in 2025 which was driven by the increase in the available-for-sale securities available to earn interest.
Liquidity and Capital Resources
Sources of Liquidity
The sale of equity has historically been our primary source of cash, with a smaller portion of cash coming from achievement of performance milestones under agreements with our partners and government contracts. We also receive cash from the interest earned on our available-for-sale securities.
As of September 30, 2026 and December 31, 2025, we had total liquidity, as set forth below:
(in thousands) | | September 30, 2026 | | December 31, 2025 | | ||
Cash and cash equivalents | | $ | 23,278 | | $ | 21,607 | |
Available-for-sale securities | |
| 374,283 | |
| 314,843 | |
Total liquidity | | $ | 397,561 | | $ | 336,450 | |
As of September 30, 2026, total liquidity, which includes all cash and cash equivalents as well as our available-for-sale securities, was $397.6 million, an increase of $61.1 million compared to December 31, 2025. Total liquidity excludes $0.3 million of restricted cash pledged as collateral for a customs bond arrangement. As of September 30, 2026, contract assets and accounts receivables were $6.2 million, total current liabilities were $18.8 million, and we continued to have no debt.
Short-Term Liquidity Requirements
Our short-term liquidity requirements include operating and capital expenses needed to further our research and development programs and to support the remaining work on our continuous electrolyte production pilot line (MOBIUS™), including cash payments related to final equipment installation, commissioning, plant validation, and operational startup costs. We anticipate that our most significant capital expenditures for the remainder of the year will relate to construction of our continuous electrolyte production pilot line (MOBIUS™) as well as improvements to our cell development capabilities. We believe that our cash, cash equivalents, and available-for-sale securities are sufficient to meet our operating cash needs and working capital and capital expenditure requirements for a period of at least the next 12 months.
Long-Term Liquidity Requirements
Longer term, we may require additional liquidity prior to being able to generate adequate cash flows from electrolyte sales and/or licensing activities. We also may require funding if there are material changes to our business conditions or other developments, including changes to our operating plan; development progress or delays; negotiations with OEMs, cell manufacturers, or other customers; market adoption of EVs or other markets; supply chain challenges; competitive pressures; government regulations, including tariffs; and inflation. To the extent that our resources, including our ability to use the ATM to generate additional proceeds, are insufficient to satisfy our cash requirements, we may need to seek equity or debt financing. We also may opportunistically seek to enhance our liquidity through equity or debt financing, if such financing becomes available to us on terms that we consider favorable. If financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to take actions to reduce our capital or operating expenditures, which may adversely affect our development, business, operating results, financial condition and prospects.
At-the-Market Offering
On September 5, 2025, we entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Oppenheimer & Co. Inc., serving as agent (“Oppenheimer”), with respect to the ATM under which we may offer and sell, from time to time, shares of our common stock having an aggregate offering price of up to $150.0 million through Oppenheimer.
During the three and nine months ended September 30, 2026, we did not sell any shares of common stock under the Distribution Agreement. During the three months ended September 30, 2025, we sold 8,471,849 shares of common stock at an average price of $4.02 per share raising gross proceeds of $34.1 million before deducting offering costs, commissions, and fees. Our net
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proceeds totaled $32.9 million. As of September 30, 2026, approximately $58.8 million remained available for future sales under the Distribution Agreement.
Stock Repurchase Program
On January 23, 2024, we announced that our Board approved a stock repurchase program authorizing us to purchase up to $50 million of our outstanding common stock. During the nine months ended September 30, 2025, we repurchased 3,361,396 shares of common stock at an average price of $1.05 per share for an aggregate cost of approximately $3.53 million. The stock repurchase program expired on December 31, 2025.
Registered Direct Offering
On January 28, 2026, we entered into a securities purchase agreement with a single sector-focused institutional investor for a registered direct offering of 17,000,000 shares of our common stock, pre-funded warrants to purchase an aggregate of 5,807,018 shares of common stock, and warrants to purchase up to an aggregate of 45,614,036 shares of common stock (the “registered direct offering”). Our proceeds, net of fees and expenses, totaled $121.3 million.
Cash Flows
The following table summarizes our cash flows from operating, investing, and financing activities for the periods presented:
| | Nine Months Ended September 30, | | ||||
(in thousands) | | 2026 | | 2025 | | ||
Net cash and cash equivalents used in operating activities | | $ | (43,967) | | $ | (55,002) | |
Net cash and cash equivalents (used in) provided by investing activities | | $ | (72,832) | | $ | 46,099 | |
Net cash and cash equivalents provided by financing activities | | $ | 118,750 | | $ | 30,776 | |
Cash used in operating activities:
Cash used in operating activities for the nine months ended September 30, 2026 decreased by $11.0 million compared to the nine months ended September 30, 2025. This decrease was primarily driven by a $2.3 million reduction in cash used for employee compensation and related benefit costs and a $2.6 million reduction in payments to our suppliers due to the timing of our payments under annual contracts, which shifted from a beginning-of-year payment schedule to an end-of-year payment schedule.
In addition, collections from our partners increased by $2.6 million during the nine months ended September 30, 2026 compared to the same period in the prior year. Interest income earned on our investment portfolio increased by $3.7 million resulting from higher invested cash balances following the registered direct offering during the nine months ended September 30, 2026 compared to the same period in the prior year.
We expect cash used in operating activities for the remainder of the year to increase on a quarterly basis as we continue to achieve our development objectives and focus on driving electrolyte product competitiveness and commercialization.
Cash provided by (used in) investing activities:
Cash used in investing activities increased by $118.9 million in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 due to changes in our proceeds from and purchases of available-for-sale securities and changes in capital expenditures.
Purchases of available-for-sale security activity increased $134.8 million in the nine months ending September 30, 2026 compared to the same period in prior year. This change was driven by deployment of $121.3 million of proceeds, net of fees and expenses, from the registered direct offering into our investment portfolio.
Cash used for capital expenditures and intangibles increased $6.4 million in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 due to timing of milestone payments on our capital projects. We anticipate
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cash used in investing for capital expenditures for the remainder of the year to increase as we complete the remaining work on the continuous electrolyte production pilot line (MOBIUS™).
Cash provided by financing activities:
Cash provided by financing activities increased $88.0 million in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was due to the proceeds of $121.3 million, net of fees and expenses, from the registered direct offering in 2026 offset by the proceeds of $33.3 million, net of fees and expenses, from the ATM in 2025.
Off-Balance Sheet Arrangements
We are not a party to any off-balance sheet arrangements, as defined under SEC rules.
Critical Accounting Estimates
Except as set forth below, there have been no significant and material changes in our critical accounting policies and use of estimates during the nine months ended September 30, 2026 as compared to those disclosed in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in the 2025 Form 10-K.
Collaborative Revenue | ||
Description | Judgments and Uncertainties | Effect if Results Differ From Assumptions |
| | |
We recognize revenue from our research and development collaboration agreements representing joint operating activities in accordance with ASC 808 – Collaborative Arrangements. These agreements include the following components: parties to the contract are active participants, both parties are exposed to significant risks and rewards, and both parties are dependent on the commercial success of the efforts under the contract. | Our revenue recognition accounting methodology requires us to make significant estimates and assumptions, and to apply professional judgment. Our collaborative arrangements recognize revenue over time using the input measurement method utilizing the cost-to-cost method to satisfy the combined performance obligation. Contract costs include all direct labor, subcontract costs, costs for materials and indirect costs related to the contract performance that are allowable under the provisions of the contract. Collaborative revenues from fee-based contracts are recognized based on costs incurred to meet contractually defined milestones and deliverables along with our assessment of achievement of those measurable deliverables under the contract or based on appropriate over time methods. | If we were to change our judgments or estimates, it could cause a material increase or decrease in the amount of revenue or deferred revenue that we report in a particular period. The difference would be recorded as a cumulative catch-up adjustment and could result in the reversal of previously recognized revenue. |
Recent Accounting Pronouncements
See Note 2 of our unaudited financial statements included in this Report as well as Note 2 of our audited financial statements included in the 2025 Form 10-K for more information.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
In designing and evaluating our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired controls. As required by Rule 13a-15(b) under the Exchange Act, our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2026.
Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the three months ended September 30, 2026 covered by this Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we have been, and may become, involved in litigation or other legal proceedings. See Note 14 of our unaudited financial statements included in this Report for more information. Regardless of outcome, litigation, including indemnity claims, can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.
Item 1A. Risk Factors
Our business, prospects, reputation, results of operations, and financial condition, as well as the price of our common stock and warrants, can be affected by a number of factors, whether currently known or unknown, including those described in “Part I, Item 1A. Risk Factors” of the 2025 Form 10-K, as they may be further updated or amended in future filings we make with the SEC. When any one or more of these risks materialize from time to time, our business, reputation, results of operations, and financial condition, as well as the price of our common stock and warrants, can be materially and adversely affected. There have been no material changes to our risk factors since the 2025 Form 10-K.
Item 5. Other Information
During the quarter ended September 30, 2026, the following director or officer (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K:
30
Name and Title | Action | Date of | Trading Arrangement | Aggregate Number of Securities | Duration | |
|---|---|---|---|---|---|---|
Rule | Non-Rule | |||||
Adoption | Option exercises: Up to Sales: Up to | |||||
(1) Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
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Item 6. Exhibits
| | | | Incorporated by Reference | ||||||
Exhibit Number |
| Description | | Schedule Form | | File Number | | Exhibit/Annex | | Filing Date |
3.1 | | | 8-K | | 001-40284 | | 3.1 | | December 13, 2021 | |
3.2 | | | 8-K | | 001-40284 | | 3.1 | | November 21, 2022 | |
31.1* | | Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 | | | | | | | | |
31.2* | | Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 | | | | | | | | |
32.1** | | | | | | | | | | |
32.2** | | | | | | | | | | |
101.INS* | | XBRL Instance Document – the instance document does not appear in the Interactive Data file because its Inline XBRL tags are embedded within the Inline XBRL document. | | | | | | | | |
101.SCH* | | Inline XBRL Taxonomy Extension Schema Document | | | | | | | | |
101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase | | | | | | | | |
101.DEF* | | Inline XBRL Taxonomy Extension Definition Document | | | | | | | | |
101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | |
101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase | | | | | | | | |
104* | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | | | | | | | |
* Filed herewith.
** Furnished herewith.
32
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 4, 2026 | Solid Power, Inc. |
| By: | /s/ John Van Scoter |
| Name: | John Van Scoter |
| Title: | President, Chief Executive Officer, and Director |
| (Principal Executive Officer) | |
| By: | /s/ Linda Heller |
| Name: | Linda Heller |
| Title: | Chief Financial Officer, Treasurer, and Secretary |
| (Principal Financial and Accounting Officer) | |
33
Exhibit 31.1
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002
I, John Van Scoter, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Solid Power, Inc. for the quarterly period ended September 30, 2026;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 4, 2026 | ||
| | |
| By: | /s/ John Van Scoter |
| John Van Scoter | |
| President and Chief Executive Officer | |
| (Principal Executive Officer) | |
Exhibit 31.2
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002
I, Linda Heller, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Solid Power, Inc. for the quarterly period ended September 30, 2026;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 4, 2026 | ||
| | |
| By: | /s/ Linda Heller |
| Linda Heller | |
| Chief Financial Officer, Treasurer, and Secretary | |
| (Principal Financial and Accounting Officer) | |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Solid Power, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, to the best of my knowledge, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: November 4, 2026 | ||
| | |
| By: | /s/ John Van Scoter |
| John Van Scoter | |
| President and Chief Executive Officer | |
| (Principal Executive Officer) | |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Solid Power, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, to the best of my knowledge, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: November 4, 2026 | ||
| | |
| By: | /s/ Linda Heller |
| Linda Heller | |
| Chief Financial Officer, Treasurer, and Secretary | |
| (Principal Financial and Accounting Officer) | |