Quarterly Report for Quarter Ending March 31, 2024 (Form 10-Q)

Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

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:001-40284

SOLID POWER, INC.

(Exact name of registrant as specified in its charter)

​

Delaware		86-1888095
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
486 S. Pierce Ave., Suite E
Louisville, Colorado	80027
(Address of principal executive offices)	(Zip Code)

​

(303) 219-0720

(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
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 (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. Yes ☒No ☐

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). Yes ☒No ☐

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 ☐	​	Non-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 ☐No ☒

177,045,891shares of common stock were issued and outstanding as of May 6, 2024.

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Table of Contents

SOLID POWER, INC.

FORM 10-Q

Table of Contents

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PART I. FINANCIAL INFORMATION	​
Item 1.	Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21
​	​	​
PART II. OTHER INFORMATION	​
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 6.	Exhibits	23
​	​	​
Signatures	​	24

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GLOSSARY OF DEFINED TERMS

Term	​	Definition
2014 Plan	​	Solid Power, Inc. 2014 Equity Incentive Plan
2021 Plan	​	Solid Power, Inc. 2021 Equity Incentive Plan
2023 Form 10-K	​	Our Annual Report on Form 10-K for the year ended December 31, 2023
Ah	​	Ampere hour
BMW	​	BMW of North America LLC
Board	​	The Board of Directors of Solid Power, Inc.
Electrolyte Supply Agreement	​	Electrolyte Supply Agreement, dated January 10, 2024, between Solid Power Operating, Inc. and SK On
ESPP	​	Solid Power, Inc. 2021 Employee Stock Purchase Plan
EV	​	Battery electric vehicle
EV cells	​	Prototype cell formats between 60 and 100 Ah
Exchange Act	​	Securities Exchange Act of 1934, as amended
GAAP	​	U.S. generally accepted accounting principles
JDA	​	Joint development agreement
Line Installation Agreement	​	Line Installation Agreement, dated January 10, 2024, among Solid Power Korea Co., Ltd., SK On, and, for the limited purposes of Section 12.16 of the Line Installation Agreement, Solid Power
OEM	​	Automotive original equipment manufacturers
Private Placement Warrants	​	Warrants sold in a private placement as part of our initial public offering or acquired through a conversion of a working capital loan
Public Warrants	​	Our publicly-traded warrants
R&D License Agreement	​	Research and Development Technology License Agreement, dated January 10, 2024, between Solid Power Operating, Inc. and SK On
Report	​	This Quarterly Report on Form 10-Q
RSU	​	Restricted stock unit
SEC	​	Securities and Exchange Commission
SK On	​	SK On Co., Ltd.
SK On Agreements	​	Electrolyte Supply Agreement, Line Installation Agreement, and R&D License Agreement, collectively
Solid Power / the Company / we / us / our	​	Solid Power, Inc., a Delaware corporation (f/k/a Decarbonization Plus Acquisition Corporation III)
SP1	​	Our Louisville, Colorado facility, which we primarily use for cell production, research and development, and quality control
SP2	​	Our Thornton, Colorado facility, which we primarily use for pilot production of electrolyte, research and development, quality control, and general office space
Warrants	​	Private Placement Warrants and Public Warrants

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Cautionary Note Regarding Forward-Looking Statements

This Report contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. 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 future financial performance and our strategy, expansion plans, market opportunity, future operations, future operating results, estimated revenues or losses, projected costs, prospects, 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," 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;

●	rollout of our business plan and the timing of expected business milestones;

●	risks relating to the non-exclusive nature of our OEM and other partner relationships and our ability to manage these business relationships;

●	our ability to negotiate and execute commercial agreements with our partners on commercially reasonable terms;

●	our ability to protect and maintain our intellectual property, including in jurisdictions outside of the United States;

●	broad market adoption of EVs and other technologies where we are able to deploy our technology, if developed successfully;

●	our success attracting and retaining our executive officers, key employees, and other qualified personnel;

●	changes in applicable laws or regulations;

●	risks relating to our information technology infrastructure and data security breaches;

●	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;

●	our ability to secure government contracts and grants and the availability of government subsidies and economic incentives;

●	delays in the construction and operation of additional facilities;

●	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 2023 Form 10-K, as such description may be updated or amended in future filings we make with the SEC.

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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 our 2023 Form 10-K, as such description 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.

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 contains 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.

INFORMATION ABOUT SOLID POWER

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 at https://ir.solidpowerbattery.com. 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 Exchange Act are filed with the SEC. These reports and other information we file with the SEC are available free of charge at https://www.solidpowerbattery.com/investor-relations/financials/sec-filings when such reports are available on the SEC's website.

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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)

​	​	​	​	​	​	​	​
​	​	March 31, 2024	​	​	​	​
​		(Unaudited)		December 31, 2023	​
Assets	​	​	​	​	​	​	​
Current Assets		​			​		​
Cash and cash equivalents	​	$	14,019	​	$	34,537	​
Marketable securities	​	​	132,619	​	​	141,505	​
Contract receivables	​		10,106	​		1,553	​
Contract receivables from related parties	​	​	4,152	​	​	-	​
Prepaid expenses and other current assets	​		9,656	​		5,523	​
Total current assets	​		170,552	​		183,118	​
Long-Term Assets	​	​	​	​	​	​	​
Property, plant and equipment, net	​		99,593	​		99,156	​
Right-of-use operating lease assets, net	​	​	7,004	​	​	7,154	​
Right-of-use finance lease assets, net	​	​	1,030	​	​	1,088	​
Investments	​	​	232,307	​	​	239,566	​
Intangible assets, net	​		1,800	​		1,650	​
Prepaid expenses and other assets	​	​	3,884	​	​	1,060	​
Total long-term assets	​	​	345,618	​	​	349,674	​
Total assets	​	$	516,170	​	$	532,792	​
Liabilities and Stockholders' Equity	​		​	​		​	​
Current Liabilities	​		​	​		​	​
Accounts payable and other accrued liabilities	​	​	7,866	​	​	6,455	​
Deferred revenue	​		3,078	​		1	​
Deferred revenue from related parties	​	​	-	​	​	828	​
Accrued compensation	​		6,267	​		7,590	​
Operating lease liabilities	​	​	647	​	​	626	​
Finance lease liabilities	​	​	374	​	​	379	​
Total current liabilities	​		18,232	​		15,879	​
Long-Term Liabilities	​	​	​	​	​	​	​
Warrant liabilities	​	​	4,728	​	​	4,227	​
Operating lease liabilities	​	​	7,824	​	​	7,996	​
Finance lease liabilities	​		464	​		552	​
Deferred revenue	​	​	4,716	​	​	-	​
Other liabilities	​		829	​		803	​
Total long-term liabilities	​	​	18,561	​	​	13,578	​
Total liabilities	​	​	36,793	​	​	29,457	​
Stockholders' Equity	​			​			​
Common Stock, $0.0001par value; 2,000,000,000shares authorized; 178,349,557and 179,010,884shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	​		18	​		18	​
Additional paid-in capital	​		586,343	​	​	588,515	​
Accumulated deficit	​		(105,846)	​		(84,639)	​
Accumulated other comprehensive loss	​	​	(1,138)	​	​	(559)	​
Total stockholders' equity	​		479,377	​		503,335	​
Total liabilities and stockholders' equity	​	$	516,170	​	$	532,792	​

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See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

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Solid Power, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(in thousands, except number of shares and per share amounts)

​

​	​	​	​	​	​	​	​
​	​	Three Months Ended March 31,	​
​	​	2024		2023	​
Revenue	​	$	5,953	​	$	3,792	​
Operating Expenses	​	​	​	​		​	​
Direct costs	​	​	4,290	​	​	6,274	​
Research and development	​	​	18,873	​		11,648	​
Selling, general and administrative	​	​	8,571	​		7,188	​
Total operating expenses	​	​	31,734	​		25,110	​
Operating Loss	​	​	(25,781)	​		(21,318)	​
Nonoperating Income and Expense	​	​	​	​		​	​
Interest income	​	​	5,117	​	​	4,835	​
Change in fair value of warrant liabilities	​	​	(501)	​	​	(2,662)	​
Interest expense	​	​	(42)	​		(13)	​
Total nonoperating income and expense	​	​	4,574	​		2,160	​
Net Loss Attributable to Common Stockholders	​	$	(21,207)	​	$	(19,158)	​
Other Comprehensive Income (Loss)	​	​	(579)	​	​	885	​
Comprehensive Loss Attributable to Common Stockholders	​	$	(21,786)	​	$	(18,273)	​
Basic and diluted loss per share	​	$	(0.12)	​	$	(0.11)	​
Weighted average shares outstanding - basic and diluted	​	​	180,784,020	​	​	176,934,261	​
​	​	​	​	​	​	​	​

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See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

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Solid Power, Inc.

Condensed Consolidated Statement 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 Loss

Equity

Balance as of December 31, 2023

​

​

179,010,884

​

$

18

​

$

588,515

​

$

(84,639)

​

$

(559)

​

$

503,335

Net loss

​

-

​

-

​

​

-

​

(21,207)

​

​

-

​

(21,207)

Withholding of employee taxes related to stock-based compensation

​

​

-

​

​

-

​

​

(169)

​

​

-

​

​

-

​

​

(169)

Shares of common stock issued for vested RSUs

​

​

161,995

​

​

-

​

​

-

​

​

-

​

​

-

​

​

-

Stock options exercised

​

2,360,316

​

-

​

​

97

​

-

​

​

-

​

97

Repurchase and retirement of shares of common stock

​

​

(3,183,638)

​

​

-

​

​

(4,963)

​

​

-

​

​

-

​

​

(4,963)

Stock-based compensation expense

​

-

​

-

​

​

2,863

​

-

​

​

-

​

2,863

Unrealized loss on marketable securities

​

​

-

​

​

-

​

​

-

​

​

-

​

​

(579)

​

​

(579)

Balance as of March 31, 2024

​

​

178,349,557

​

$

18

​

$

586,343

​

$

(105,846)

​

$

(1,138)

​

$

479,377

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common Stock

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Additional

​

Accumulated

​

Accumulated Other

​

Total Stockholders'

​

Shares

Amount

paid-in capital

deficit

Comprehensive Loss

Equity

Balance as of December 31, 2022

​

​

176,007,184

​

$

18

​

$

577,603

​

$

(19,090)

​

$

(3,159)

​

$

555,372

Net loss

​

-

​

-

​

​

-

​

(19,158)

​

​

-

​

(19,158)

Stock options exercised

​

1,679,954

​

-

​

​

150

​

-

​

​

-

​

150

Stock-based compensation expense

​

-

​

-

​

​

2,222

​

-

​

​

-

​

2,222

Unrealized gain on marketable securities

​

​

-

​

​

-

​

​

-

​

​

-

​

​

885

​

​

885

Balance as of March 31, 2023

​

​

177,687,138

​

$

18

​

$

579,975

​

$

(38,248)

​

$

(2,274)

​

$

539,471

​

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)

​

​	​	​	​	​	​	​	​
​	​	Three Months Ended March 31,	​
​		2024		2023	​
Cash Flows from Operating Activities		​	​	​	​	​	​
Net loss	​	$	(21,207)	​	$	(19,158)	​
Adjustments to reconcile net loss to net cash and cash equivalents from operating activities:	​	​	​	​		​	​
Depreciation and amortization	​	​	3,909	​		2,264	​
Amortization of right-of-use assets	​	​	207	​	​	183	​
Stock-based compensation expense	​	​	2,863	​		2,222	​
Change in fair value of warrant liabilities	​	​	501	​	​	2,662	​
Accretion of discounts on other long-term liabilities	​	​	(4)	​	​	-	​
Amortization of premiums and accretion of discounts on marketable securities	​	​	(2,428)	​	​	(2,716)	​
Change in operating assets and liabilities that provided (used) cash and cash equivalents:	​	​	​	​		​	​
Contract receivables	​	​	(8,553)	​		(179)	​
Contract receivables from related parties	​	​	(4,152)	​	​	319	​
Prepaid expenses and other assets	​	​	(6,983)	​		(1,129)	​
Accounts payable and other accrued liabilities	​	​	1,290	​		1,699	​
Deferred revenue	​	​	7,794	​		(14)	​
Deferred revenue from related parties	​	​	(828)	​	​	(3,000)	​
Accrued compensation	​	​	(1,323)	​		(2,652)	​
Operating and finance lease liabilities, short-term	​	​	(151)	​	​	(132)	​
Net cash and cash equivalents used in operating activities	​	​	(29,065)	​		(19,631)	​
Cash Flows from Investing Activities	​	​	​	​		​	​
Purchases of property, plant and equipment	​	​	(4,054)	​		(11,581)	​
Purchases of marketable securities and investments	​	​	(61,287)	​		(110,636)	​
Proceeds from sales of marketable securities	​	​	79,134	​	​	101,665	​
Purchases of intangible assets	​	​	(154)	​		(125)	​
Net cash and cash equivalents provided by (used in) investing activities	​	​	13,639	​		(20,677)	​
Cash Flows from Financing Activities	​	​	​	​		​	​
Payments of debt	​	​	-	​		(7)	​
Proceeds from exercise of stock options	​	​	97	​		150	​
Cash paid for withholding of employee taxes related to stock-based compensation	​	​	(169)	​	​	-	​
Repurchase of shares of common stock	​	​	(4,914)	​	​	-	​
Payments on finance lease liabilities	​	​	(106)	​	​	(70)	​
Net cash and cash equivalents provided by (used in) financing activities	​	​	(5,092)	​	​	73	​
​	​	​	​	​	​	​	​
Net decrease in cash and cash equivalents	​	​	(20,518)	​	​	(40,235)	​
Cash and cash equivalents at beginning of period	​	​	34,537	​	​	50,123	​
Cash and cash equivalents at end of period	​	​	14,019	​	​	9,888	​
​	​	​	​	​	​	​	​
Cash paid for interest	​	$	42	​	$	13	​
Accrued capital expenditures	​	$	954	​	$	3,370	​

​

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

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Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1 - Nature of Business

Solid Power is developing solid-state battery technology for the 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 2023 Form 10-K and are supplemented by the Notes to the Condensed Consolidated Financial Statements (Unaudited) (the "Notes") included in this Report. The financial statements included in this Report (including the Notes) should be read in conjunction with the 2023 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 GAAP. 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. Additionally, certain prior period amounts have been reclassified to conform to current period presentation in the accompanying unaudited condensed consolidated financial statements.

Recent Accounting Pronouncements

Income taxes

In December 2023, the FASB issued ASU No. 2023-09 Income Taxes(Topic 740) Improvements to Income Tax Disclosures. ASU 2023-09 requires companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires companies to disclose additional information about income taxes paid. ASU 2023-09 will be effective for annual periods beginning January 1, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is evaluating the disclosure impact of ASU 2023-09.

Segment Reporting

In November 2023, the FASB issued ASU No. 2023-07 Segment Reporting(Topic 280): Improvements to Reportable Segment Disclosures. Among other new disclosure requirements, ASU 2023-07 requires companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker, or CODM. ASU 2023-07 will be effective for annual periods beginning on January 1, 2024 and interim periods beginning on January 1, 2025. ASU 2023-07 must be applied retrospectively to all prior periods presented in the financial statements. The Company is evaluating the disclosure impact of ASU 2023-07.

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Note 3 - Property, Plant and Equipment

Property, plant and equipment are summarized as follows:

​

​	​	​	​	​	​	​	​
​		March 31, 2024		December 31, 2023	​
Commercial production equipment	​	$	36,223	​	$	36,086	​
Laboratory equipment	​	​	10,748	​	​	9,910	​
Leasehold improvements	​		59,361	​		59,109	​
Furniture and computer equipment	​		4,042	​		3,915	​
Construction in progress	​		16,638	​		13,650	​
Total cost	​		127,012	​		122,670	​
Accumulated depreciation	​		(27,419)	​		(23,514)	​
Net property and equipment	​	$	99,593	​	$	99,156	​

​

Depreciation expenses for dedicated laboratory equipment and commercial production equipment are charged to research and development. The other depreciation expenses are included in the Company's overhead and are allocated across Operating Expenses based on Company personnel costs incurred.

Depreciation expense related to property, plant and equipment are summarized as follows:

​

​	​	​	​	​	​	​	​
​	​	Three Months Ended March 31,	​
​	​	2024		2023	​
Depreciation expense	​	$	3,905	​	$	2,259	​

​

The Company expanded its electrolyte production to produce larger quantities of electrolyte material required to feed cell-production lines and continue research and development efforts at SP2. The Company began producing electrolyte at SP2 in 2023.

​	​	​	​	​	​	​	​
​	​	March 31, 2024	​	December 31, 2023	​
Construction in progress	​	​	​	​	​	​	​
SP1 - Capital projects	​	$	3,404	​	$	2,298	​
SP2 - Increased scale electrolyte production	​	​	13,234	​	​	11,352	​

​

​

Note 4 - Intangible Assets

Intangible assets of the Company are summarized as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

March 31, 2024

December 31, 2023

​

​

​

Gross Carrying

​

Accumulated

​

Gross Carrying

​

Accumulated

​

​

Amount

Amortization

Amount

Amortization

​

Intangible assets:

​

​

​

​

​

​

​

​

​

​

​

​

​

Licenses

​

$

149

​

$

(63)

​

$

149

​

$

(61)

​

Patents

​

​

124

​

​

(7)

​

​

92

​

​

(5)

​

Patents pending

​

1,561

​

-

​

1,444

​

-

​

Trademarks

​

​

13

​

​

-

​

​

13

​

​

-

​

Trademarks pending

​

22

​

-

​

18

​

-

​

Total amortized intangible assets

​

$

1,869

​

$

(70)

​

$

1,716

​

$

(66)

​

​

​

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Amortization expense for intangible assets is summarized as follows:

​

​	​	​	​	​	​	​	​
​	​	Three Months Ended March 31,
​	​	2024		2023
Amortization expense	​	$	4	​	$	5	​

​

Useful lives of intangible assets range from threeto 20 years. Amortization expenses are allocated ratably across Operating Expenses based on Company personnel costs incurred.

Note 5 - Collaborative Arrangement

On January 10, 2024, the Company entered into the SK On Agreements.

​

The Company determined the R&D License Agreement, Electrolyte Supply Agreement, and the Line Installation Agreement should be combined and evaluated as a single contract, the SK On Agreements. The SK On Agreements were determined to be a collaborative arrangement in accordance with ASC Topic 808, Collaborative Arrangements, and revenue recognition is recorded by analogy to ASC Topic 606, Revenue from Contracts with Customers. The Company determined the SK On Agreements represent a single, combined performance obligation. Collaborative revenue will be recognized over time using the input measurement method utilizing incurred labor hours in relation to total labor hours anticipated to satisfy the combined performance obligation. The Company will expense contract fulfillment costs as incurred.

Note 6 - Fair Value Measurements

The Company considers all highly liquid instruments with original maturities of less than 90 days to be cash equivalents. The carrying amounts of certain financial instruments, such as cash equivalents, short-term investments, accounts receivable, accounts payable, and accrued liabilities, approximate fair value due to their relatively short maturities.

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

As of March 31, 2024 and December 31, 2023, 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:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

March 31, 2024

​

Level 1

Level 2

Level 3

Total

Assets

​

​

​

​

​

​

​

​

​

​

​

​

Commercial Paper

​

$

95,059

​

$

-

​

$

-

​

$

95,059

Corporate Bonds

​

$

223,649

​

$

-

​

$

-

​

$

223,649

Government Bonds

​

$

46,218

​

$

-

​

$

-

​

$

46,218

​

​

​

​

​

​

​

​

​

​

​

​

​

Liabilities

​

​

​

​

​

​

​

​

​

​

​

​

Public Warrants

​

$

2,637

​

$

-

​

$

-

​

$

2,637

Private Placement Warrants

​

$

-

​

$

2,091

​

$

-

​

$

2,091

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2023

​

Level 1

Level 2

Level 3

Total

Assets

​

​

​

​

​

​

​

​

​

​

​

​

Commercial Paper

​

$

84,909

​

$

-

​

$

-

​

$

84,909

Corporate Bonds

​

$

239,473

​

$

-

​

$

-

​

$

239,473

Government Bonds

​

$

56,689

​

$

-

​

$

-

​

$

56,689

​

​

​

​

​

​

​

​

​

​

​

​

​

Liabilities

​

​

​

​

​

​

​

​

​

​

​

​

Public Warrants

​

$

2,505

​

$

-

​

$

-

​

$

2,505

Private Placement Warrants

​

$

-

​

$

1,722

​

$

-

​

$

1,722

​

The change in fair value of the Company's marketable securities and long-term investments are included in other comprehensive income (loss). There were notransfers in and out of Level 3 fair value hierarchy during the three months ended March

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31, 2024 or year ended December 31, 2023. During the three months ended March 31, 2024 and 2023, the Company purchased $61,287and $110,636of marketable securities and long-term investments, respectively.

Fair Value of Warrants

The fair value of the Private Placement Warrants have been estimated using a Black-Scholes model as of March 31, 2024 and December 31, 2023 Consolidated Balance Sheet dates. 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 Public Warrants and from historical volatility of select peer companies' common stock. 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:

​

​	​	​	​	​	​	​	​
​		March 31, 2024		December 31, 2023
Exercise price	​	$	11.50	​	$	11.50	​
Stock price	​	$	2.03	​	$	1.45	​
Volatility	​		85.8	%		95.0	%
Term (in years)	​		2.69	​		2.94	​
Risk-free rate	​		4.36	%		3.94	%

​

The following table provides a rollforward of the Public Warrants measured at fair value per Public Warrant using Level 1 inputs and Private Placement Warrants measured at fair value per Private Placement Warrant using Level 2 inputs:

​

​	​	​	​	​	​	​
​	​	Public Warrants	​	Private Placement Warrants
​		Level 1 Fair Value		Level 2 Fair Value
December 31, 2023	​	$	0.19	​	$	0.28
Change in fair value	​	$	0.01	​	$	0.06
March 31, 2024	​	$	0.20	​	$	0.34

​

The following tables provides a reconciliation of the change in fair value for the Public Warrants and Private Placement Warrants at March 31.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Change in

​

​

Warrant Class

Level

Warrants

December 31, 2023

Fair Value

March 31, 2024

Public Warrants

1

13,182,501

​

$

2,505

​

$

132

​

$

2,637

Private Placement Warrants

2

6,150,802

​

$

1,722

​

$

369

​

$

2,091

Total

19,333,303

​

$

4,227

​

$

501

​

$

4,728

​

​

​

Note 7 - Warrant Liabilities

The table below provides a summary of the outstanding Public and Private Placement Warrants at:

​

​	​	​	​	​
​		March 31, 2024		December 31, 2023
Public Warrants	​	13,182,501	​	13,182,501
Private Placement Warrants	​	6,150,802	​	6,150,802

​

Each whole Warrant entitles the holder thereof to purchase oneshare of common stock at a price of $11.50per share, subject to customary adjustments. Only whole Warrants are exercisable. The Warrants became exercisable on January 7, 2022 and will expire on December 8, 2026.

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Table of Contents

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:

​

​	​	​	​	​	​	​
​		​	March 31, 2024		​	December 31, 2023
Fair value of warrant liabilities	​	$	4,728	​	$	4,227

​

The table below provides the Company's loss recognized in connection with changes in fair value of warrant liabilities:

​

​	​	​	​	​	​	​	​
​	​	​	Three Months Ended March 31,
​		​	2024		2023
Loss recognized associated with warrant liabilities	​	$	(501)	​	$	(2,662)	​

​

There have been no changes to our Public or Private Placement Warrants, including redemption terms disclosed in our 2023 Form 10-K.

Note 8 - Stockholders' Equity

Common Stock

Stock options exercised for common stock, shares of common stock repurchased under the stock repurchase program, and shares of common stock issued upon vesting of RSUs for the three months ended March 31, 2024 and 2023 are summarized in the table below:

​

​	​	​	​	​	​
​	​	Three Months Ended March 31,	​
​	​	2024		2023	​
Stock options exercised	​	2,360,316	​	1,679,954	​
Shares of common stock repurchased	​	(3,183,638)	​	-	​
Shares of common stock issued for vested RSUs	​	161,995	​	-	​

​

The table below presents the cash received or paid associated with common stock related activities for the three months ended March 31, 2024 and 2023:

​

​	​	​	​	​	​	​
​	​	​	Three Months Ended March 31,
​		​	2024		​	2023
Cash received from stock options exercised	​	$	97	​	$	150
Cash paid for shares of common stock repurchased	​	​	(4,914)	​	​	-

​

Stock Repurchase Program

On January 23, 2024, the Company announced that its Board approved a stock repurchase program authorizing the Company to purchase up to $50,000of the Company's outstanding common stock. Under the repurchase program, the Company may purchase shares of its common stock from time to time until the repurchase program expires on December 31, 2025.

The table below presents the number of shares repurchased and retired, the aggregate cost, and the average purchase price per share for the three months ended March 31, 2024:

​	​	​	​	​	​	​	​	​	​
​		​	Shares	​	​	Aggregate cost		​	Avg. Price Paid Per Share
Repurchased and retired shares of common stock	​	​	3,183,638	​	$	4,963	​	$	1.52

​

In April 2024, the Company purchased 1,816,362shares of common stock for $3,393with an average price of $1.85per share, under the stock repurchase program.

​