Electriq Power - 424 sticker (Q3)

424B3 1 electriqpower-424stickerq3.htm 424B3 Electriq Power - 424 sticker (Q3)

Filed Pursuant to Rule 424(b)(3) and Rule 424(c)

Registration Statement No. 333-274657

November 15, 2023

PROSPECTUS SUPPLEMENT NO. 1

Electriq Power Holdings, Inc.

46,888,151 Shares of Class A Common Stock

3,000,000 Warrants

17,920,737 Shares of Class A Common Stock Issuable Upon Election of Series A Preferred Stock Holders

16,333,333 Shares of Class A Common Stock Issuable Upon Exercise of Warrants

This prospectus supplement amends the prospectus dated November 13, 2023 (the “Prospectus”) of Electriq Power Holdings, Inc., a Delaware corporation (the “Company”), that relates to shares of the Company’s common stock, warrants, common stock issuable upon election of Series A Preferred Stock Holders and common stock issuable upon exercise of warrants, as more fully described in the Prospectus.

This prospectus supplement is being filed to include the information set forth in our (1) Quarterly Report on Form 10-Q for our fiscal quarter ended September 30, 2023, filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2023 and (2) Current Report on Form 8-K filed with the SEC on November 14, 2023, each of which is set forth below. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement.

The shares of common stock of the Company are listed on the New York Stock Exchange (the “NYSE”) under the ticker symbol “ELIQ.” The closing sale price on the NYSE for the shares of common stock on November 13, 2023 was $0.54 per share.

Investing in the Company’s common stock involves risks. See “Risk Factors” beginning on page 8 of the Prospectus and under similar headings in any amendments or supplements to the Prospectus.

Neither the SEC nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement No. 1 is November 15, 2023.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 10-Q

___________________________

(Mark One)


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

For the quarterly period ended September 30, 2023


☐			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 001-39948

___________________________

ELECTRIQ POWER HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

___________________________


Delaware		85-3310839
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

625 North Flagler Drive,	Suite 1003B
West Palm Beach,	FL	33401
(Address of Principal Executive Offices)		(Zip Code)

___________________________

(833) 462-2883

Registrant's telephone number, including area code

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	ELIQ	New York Stock Exchange
Warrants, each exercisable for one share of Class A common stock at an exercise price of $6.57 per share	ELIQ WS	NYSE American 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 x No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

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 Act). Yes ☐ No ☒

There were 41,754,345 shares of common stock outstanding as of November 10, 2023.

Table of Contents


			Page
Part I - Financial Information			1
Item 1. Financial Statements			1
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			46
Item 3. Quantitative and Qualitative Disclosures About Market Risk			61
Item 4. Controls and Procedures			61
Part II - Other Information			63
Item 1. Legal Proceedings			63
Item 1A. Risk Factors			63
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			106
Item 3. Defaults Upon Senior Securities			107
Item 4. Mine Safety Disclosures			107
Item 5. Other Information			107
Item 6. Exhibits			108
Signatures			111

Part I - Financial Information

Item 1. Financial Statements

ELECTRIQ POWER HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


	September 30,		December 31,
	2023		2022
	(unaudited)
Assets
Current assets:
Cash	$	8,099,738	$	5,480,960
Accounts receivable, less allowance for doubtful accounts of $40,449 and $30,429 as of September 30, 2023 and December 31, 2022, respectively	371,923		317,423
Inventory, net	20,929,486		13,532,475
Inventory deposits	238,068		5,182,045
Forward purchase contract asset	2,101,424		—
Prepaid expenses and other current assets	752,391		368,117
Total current assets	32,493,030		24,881,020
Property and equipment, net	1,730,670		1,422,293
Right of use assets	3,346,958		3,241,705
Deposits	131,257		109,539
Total assets	$	37,701,915	$	29,654,557
Liabilities, mezzanine equity and stockholders’ deficit
Current liabilities:
Current portion of loan payable	$	—	$	11,377,297
SAFE notes	—		51,600,000
Accounts payable	8,201,251		1,377,123
Warrants liability	—		14,114,411
Accrued payroll and employee benefits	2,233,598		629,773
Lease liability	718,027		347,131
Accrued expenses and other current liabilities	2,294,996		5,196,432
Total current liabilities	13,447,872		84,642,167

Derivative warrants liability	3,039,603		—
Convertible note payable	—		5,000,000
Cumulative mandatorily redeemable preferred stock liability	21,465,335		—
Other long-term liabilities	2,605,293		2,503,038
Total liabilities	40,558,103		92,145,205
Commitments and contingencies (Note 7)
Mezzanine equity:

Common stock; $0.0001 par value; 3,734,062 and zero shares contingently redeemable, respectively at September 30, 2023 and December 31, 2022	39,523,511		—
Stockholders’ deficit:
Common stock; $0.0001 par value; 38,020,283 and 21,902,477 shares issued and outstanding, respectively at September 30, 2023 and December 31, 2022	3,802		2,190
Additional paid-in capital	76,075,014		42,500,855
Accumulated deficit	(118,458,233)		(104,993,411)

Accumulated other comprehensive loss	(282)		(282)
Total stockholders’ deficit	(42,379,699)		(62,490,648)
Total liabilities, mezzanine equity and stockholders’ deficit	$	37,701,915	$	29,654,557

See accompanying notes to Condensed Consolidated Financial Statements.

ELECTRIQ POWER HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net revenues	$	834,262	$	5,988,248	$	1,019,207	$	15,334,583
Cost of goods sold	853,615		5,621,589		1,921,367		13,957,964
Gross (loss) profit	(19,353)		366,659		(902,160)		1,376,619
Operating expenses:
Research and development	1,011,633		901,058		3,147,943		2,716,351
Sales and marketing	1,308,928		909,871		3,522,731		2,790,657
General and administrative	4,806,693		2,626,179		14,235,262		6,975,600
Total operating expenses	7,127,254		4,437,108		20,905,936		12,482,608
Loss from operations	(7,146,607)		(4,070,449)		(21,808,096)		(11,105,989)
Other expense (income):
Interest expense	1,291,851		918,035		3,292,932		1,223,254
Unrealized fair value adjustments	14,895,081		5,170,186		(10,891,144)		32,128,614
Other (income) expense, net	(3,380,090)		4,428		(745,062)		5,864
Loss before income taxes	(19,953,449)		(10,163,098)		(13,464,822)		(44,463,721)
Income tax expense	—		—		—		—
Net loss	(19,953,449)		(10,163,098)		(13,464,822)		(44,463,721)
Cumulative preferred stock dividends	45,803		451,895		978,752		1,283,334
Net loss attributable to common stockholders	$	(19,999,252)	$	(10,614,993)	$	(14,443,574)	$	(45,747,055)
Net loss per share attributable to common stockholders—basic and diluted	$	(0.74)	$	(6.65)	$	(1.40)	$	(29.57)

Weighted average number of shares of common stock outstanding—basic and diluted	26,944,552		1,595,724		10,290,182		1,546,928

See accompanying notes to Condensed Consolidated Financial Statements.

ELECTRIQ POWER HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY

(unaudited)


	Common			Pre-2023 Seed, Seed-1 and Seed-2 Preferred			Additional Paid- in Capital	Total Mezzanine Equity
	Shares	Par		Shares	Par





Balance at December 31, 2021	—	$	—	2,099,942,360	$	2,099,942			$	22,066,270	$	24,166,212
Retroactive conversion of shares due to Business Combination	—	—		(2,099,942,360)	(2,099,942)				(22,066,270)		(24,166,212)
Balance at December 31, 2021, March 31, 2022, June 30, 2022, September 30, 2022, December 31, 2022, March 31, 2023 and June 30, 2023, as converted	—	—		—	—				—		—
Contingently redeemable shares of common stock purchased pursuant to Forward Purchase Agreement	3,534,492	353		—	—				37,559,813		37,560,166
Shares sold under Forward Purchase Agreement and reclassified to permanent equity	(51,624)	(5)		—	—				(548,590)		(548,595)
Contingently redeemable shares of common stock issued pursuant to terms of FPA Funding Amount PIPE Subscription Agreement	251,194	25		—	—				2,511,915		2,511,940
Balance at September 30, 2023	3,734,062	$	373	—	$	—			$	39,523,138	$	39,523,511

See accompanying notes to Condensed Consolidated Financial Statements.

ELECTRIQ POWER HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(unaudited)


	Common			Additional Paid- in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Deficit
	Shares	Par





Balance at December 31, 2022	242,302,003	$	24,230	$	7,686,612	$	(104,993,411)	$	(282)	$	(97,282,851)
Retroactive conversion of shares due to Business Combination	(220,928,968)	(22,093)		34,814,296		—		—		34,792,203
Balance at December 31, 2022, as converted	21,373,035	2,137		42,500,908		(104,993,411)		(282)		(62,490,648)
Issuance of shares for common stock	12,273	1		26,339		—		—		26,340
Stock-based compensation	—	—		1,515,816		—		—		1,515,816
Net loss	—	—		—		(10,032,916)		—		(10,032,916)
Balance at March 31, 2023	21,385,308	$	2,138	$	44,043,063	$	(115,026,327)	$	(282)	$	(70,981,408)
Issuance of shares for common stock	2,637,861	264		14,360,258		—		—		14,360,522
Stock-based compensation	—	—		1,280,436		—		—		1,280,436
Net income	—	—		—		16,521,543		—		16,521,543
Balance at June 30, 2023	24,023,169	$	2,402	$	59,683,757	$	(98,504,784)	$	(282)	$	(38,818,907)
Issuance of common stock upon exercise of stock options and pre-closing financings	938,421	94		4,855,592		—		—		4,855,686
Issuance of common stock from closing financings and Lawrie notes conversion in connection with the Business Combination	1,712,500	171		8,106,906		—		—

SEC Form 424B3 filed by TLG Acquisition One Corp.