UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~August~~September 75, 2025

Solid Power, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-40284		86-1888095
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

486 S. Pierce Avenue, Suite E

Louisville, Colorado

80027

(Address of principal executive offices)

(Zip code)

(303) 219-0720

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	SLDP	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50	SLDPW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

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. ¨

Item 78.01 ~~Regulation~~Other ~~FD Disclosure~~Events.

On ~~August~~September 75, 2025, Solid Power, Inc. (the “Company,”) entered into an Equity Distribution Agreement (the “~~Solid~~Distribution ~~Power,~~Agreement”) ~~“we~~with Oppenheimer & Co. Inc.,” orserving as agent (“~~our~~Oppenheimer”), ~~published~~with arespect ~~PowerPoint~~to ~~presentation~~an at-the-market offering program under which the Company may offer and sell, from time to time, shares of its common stock, par value $0.0001 per share (the “~~Company~~Common ~~Overview~~Stock”), having an aggregate offering price of onup ~~its~~to ~~website~~$150.0 atmillion ~~https://www~~(the “Shares”) through Oppenheimer (the “Offering”).~~solidpowerbattery.com/investor-relations/events-~~ Any Shares offered and~~-presentations.~~ ~~The~~sold ~~Company~~in ~~intends~~the toOffering will ~~use~~be issued pursuant to the Company ~~Overview~~’s inRegistration ~~investor~~Statement on Form S-3ASR filed with the Securities and ~~analyst~~Exchange ~~presentations.~~Commission (the A“SEC”) ~~copy~~on ofSeptember 5, 2025, the ~~Company~~base ~~Overview~~prospectus iscontained ~~furnished~~therein, asand ~~Exhibit~~the ~~99.1~~prospectus supplement relating to ~~this~~the ~~Current~~Offering filed ~~Report~~with the SEC on ~~Form~~ ~~8-K~~September 5, 2025.

~~Exhibit~~Oppenheimer may sell the Shares by any method permitted ~~99.1~~by law deemed to ~~this~~be ~~Current~~an ~~Report~~“at onthe ~~Form~~market ~~8-K~~offering” ~~and~~as defined in Rule 415 of the ~~information~~Securities ~~set~~Act ~~forth~~of ~~therein~~1933, ~~and~~as amended (the ~~information~~“Securities Act”), ~~disclosed~~including, ~~under~~without ~~this~~limitation, ~~Item~~sales ~~7.01,~~made isthrough The Nasdaq Stock Market LLC (“Nasdaq”) or on any other existing ~~being~~trading ~~furnished~~market for the Common Stock. The Company has no obligation to sell any Shares and ~~will~~may ~~not~~at beany ~~deemed~~time suspend offers under or terminate the Distribution Agreement in accordance with its terms. Oppenheimer is not required to besell ~~filed~~any ~~for~~specific ~~purposes~~number ofor ~~Section 18~~dollar amount of Shares but will use commercially reasonable efforts to sell the ~~Securities~~Shares ~~Exchange~~from ~~Act~~time ofto ~~1934,~~time asconsistent ~~amended~~with its normal sales practices and applicable (federal rules and regulations and Nasdaq rules, based on instructions from the ~~“Exchange~~Company ~~Act”)~~(including any price, time, or ~~otherwise~~size belimits ~~subject~~or toother customary parameters or conditions the ~~liabilities~~Company ofmay ~~that~~impose). ~~section,~~The ~~nor~~Company will itpay beOppenheimer ~~deemed~~a commission of up to be3.0% ~~incorporated by~~of ~~reference~~the ~~into~~gross sales proceeds of any ~~filing~~Shares sold under the Distribution Agreement and has provided Oppenheimer with customary indemnification and contribution rights, including for liabilities under the Securities Act and the Securities Exchange Act of ~~1933~~1934, as amended. (The Company also will reimburse Oppenheimer for certain specified expenses in connection with entering into the ~~“Securities~~Distribution ~~Act”)~~Agreement, oras ~~the~~well ~~Exchange~~as ~~Act~~certain specified expenses on a quarterly basis.

~~Forward~~The ~~Looking~~foregoing ~~Statements~~description of the Distribution Agreement is not complete and is qualified in its entirety by reference to the full text of the Distribution Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. A copy of the opinion of Polsinelli PC relating to the legality of the issuance and sale of the Shares in the Offering is attached as Exhibit 5.1 hereto.

~~All~~This ~~statements other than statements of present or historical fact contained herein or in Exhibit 99.1 to this~~ Current Report on Form 8-K ~~are~~shall “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including Solid Power’s or its management team’s expectations, objectives, beliefs, intentions or strategies regarding the future. When used herein, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “plan,” “outlook,” “seek,” the negative of such terms, and other similar expressions are intended to identify forward-looking statements, although not ~~all forward-looking statements contain such identifying words. These statements may include, but are not limited to, our financial~~constitute ~~guidance~~an ~~for~~offer ~~2025; our future financial performance, strategy, expansion plans, including plans related~~ to ~~the~~sell ~~expansion of our electrolyte production capabilities, market opportunity, operations, and operating results; estimated revenues~~ or losses; projected costs; future prospects; and plans and objectives of management. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the ~~outcome~~solicitation ~~and timing~~ of ~~future~~an ~~events.~~offer ~~Except as otherwise required by applicable law, Solid Power disclaims any duty~~ to ~~update~~buy ~~any forward-looking statements, all of which are expressly qualified by~~ the ~~statements~~Shares indiscussed ~~this section~~herein, tonor ~~reflect~~shall ~~events~~there orbe ~~circumstances~~any after the date hereof. Readers are cautioned not to put undue reliance on forward-looking statements and Solid Power cautions you that these forward-looking statements are subject to numerous risks and uncertaintiesoffer, ~~most of which are difficult to predict and many of which are beyond the control of Solid Power~~solicitation, ~~including the following factors: (i) risks relating to the uncertainty of the success of our research and development efforts, including our ability to achieve the technological objectives~~ or ~~results that our partners require and our ability to commercialize our technology in advance~~sale of competing technologies and our competitors; (ii) risks relating to our status as a research and development stage company with a history of financial losses with an expectation of incurring significant expenses and continuing losses for the ~~foreseeable~~securities future, including execution of our business plan and the timing of expected business milestones; (iii) risks relating to the non-exclusive nature of our partnerships, our ability to secure new business relationships, and our ability to manage these relationships; (iv) our ability to negotiate and execute commercial agreements with our partners and customers on commercially reasonable terms; (v) broad market adoption of EVs and other technologies where we are able to deploy our technology, if developed successfully; (vi) our success attracting and retaining our executive officers, key employees, and other qualified personnel; (vii) our ability to protect and maintain our intellectual property, including in ~~jurisdictions~~any ~~outside~~state ~~of the United States; (viii) our ability to secure government contracts and grants, changes~~ in ~~government priorities~~which ~~with~~such ~~respect to our government contracts and grants~~offer, ~~and~~solicitation the availability of government subsidies and economic incentives; (ix) delays in the construction and operation of facilities that meet our short-term research and development and long-term electrolyte production requirements; (x) changes in applicable laws or ~~regulations;~~sale ~~(xi)~~would ~~risks~~be ~~relating~~unlawful toprior ~~our information technology infrastructure and data security breaches; and (xii) risks relating~~ to ~~other~~registration ~~economic, business,~~ or ~~competitive~~qualification ~~factors in the United States and other~~under jurisdictions, including supply chain interruptions and changes in market conditions, and our ability to manage these risks and uncertainties. Additional information concerning these and other factors that may impact the ~~operations~~securities ~~and~~laws ~~projections discussed herein or in Exhibit 99.1 to this Current Report on Form 8-K can be found in the “Risk Factors” sections~~ of ~~Solid~~any ~~Power’s~~such Annual Report on Form 10-K for the year ended December 31, 2024, Solid Power’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, and other documents filed by Solid Power from time to time with the Securities and Exchange Commission (the “SEC”), all of which are available on the SEC’s website at wwwstate.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Solid Power gives no assurance that it will achieve its expectations.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

See the Exhibit index below, which is incorporated herein by reference.

Exhibit No.		Description
1.1		Equity Distribution Agreement, dated September 5, 2025, by and between Solid Power, Inc. and Oppenheimer & Co. Inc.
5.1		Opinion of Polsinelli PC.
23.1		Consent of Polsinelli PC (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Exhibit No.		Description
99.1		Company Overview.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: ~~August~~September 75, 2025

	SOLID POWER, INC.

	By:	/s/ Linda Heller
		Name: Linda Heller
		Title: Chief Financial Officer, Treasurer, and Secretary

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