tm264033-3_424b5 - none

424B5 1 tm264033-3_424b5.htm 424B5 tm264033-3_424b5 - none - 7.9587241s

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-290078

PROSPECTUS SUPPLEMENT
(To Prospectus dated January 28, 2026)

17,000,000 shares of common stock
Pre-funded warrants to purchase up to 5,807,018 shares of common stock
Common warrants to purchase up to 45,614,036 shares of common stock

We are offering 17,000,000 shares of our common stock, par value $0.0001 per share, pre-funded warrants (the “Pre-funded Warrants”) to purchase 5,807,018 shares of common stock, and accompanying common warrants to purchase up to 45,614,036 shares of our common stock (the “Common Warrants”) at a combined public offering price of $5.70 per share of common stock and accompanying two Common Warrants each to purchase a share of common stock and $5.6999 per Pre-funded Warrant and accompanying two Common Warrants each to purchase a share of common stock in a registered direct offering directly to the investor pursuant to this prospectus supplement and the accompanying prospectus and securities purchase agreement with such investor. The Common Warrants have an exercise price per share equal to $7.25, which is approximately 127.2% of the price per share of the common stock sold in the offering, are exercisable immediately, subject to certain limitations described herein, and will expire on January 31, 2033. We are also offering the shares of our common stock that are issuable from time to time upon exercise of the Common Warrants.

Each Pre-funded Warrant will be exercisable for one share of common stock at an exercise price of $0.0001 per share of common stock. The public offering price per Pre-funded Warrant and accompanying Common Warrants, is equal to the public offering price per share of common stock and accompanying Common Warrants less $0.0001. Each Pre-funded Warrant will be exercisable upon issuance and will expire when exercised in full. The shares of common stock or Pre-funded Warrants, as applicable, and the accompanying Common Warrants, can only be purchased together in this offering but will be issued separately and will be immediately separable upon issuance. There is no established public trading market for the Pre-funded Warrants or the Common Warrants, and we do not expect a market to develop. We do not intend to apply for listing of the Pre-funded Warrants or the Common Warrants on any securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of the Pre-funded Warrants and the Common Warrants will be limited.

Our common stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “SLDP.” On January 27, 2026, the closing price of our common stock, as reported on Nasdaq, was $5.19 per share.

We have engaged J.P. Morgan Securities LLC and A.G.P./Alliance Global Partners (collectively, the “placement agents”), as our exclusive placement agents in connection with this offering. We have agreed to pay the placement agent fees set forth in the table below. See “Plan of distribution” beginning on page S-29 of this prospectus supplement for more information.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk factors” on page S-5 of this prospectus supplement and page 6 of the accompanying prospectus and in the documents that are incorporated herein by reference.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per share and accompanying two warrants			Per pre-funded warrant and accompanying two warrants			Total
Offering price		$	5.70		$	5.6999		$	129,999,421.90
Placement agent fees(1)		$	0.342		$	0.342		$	7,799,965.31
Proceeds to Solid Power, Inc., before expenses		$	5.358		$	5.3579		$	122,199,456.59

(1) We have agreed to pay the placement agents a fee equal to 6.0% of the of the gross proceeds received by us from the sale of shares of common stock and Pre-funded Warrants in this offering. See “Plan of distribution” beginning on page S-29 of this prospectus supplement for a description of the compensation payable to the placement agents.

We expect to deliver the securities against payment on or about January 29, 2026.

J.P. Morgan

A.G.P.

The date of this prospectus supplement is January 28, 2026.

	Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-ii
PROSPECTUS SUMMARY		S-1
THE OFFERING		S-2
RISK FACTORS		S-5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		S-9
USE OF PROCEEDS		S-11
DIVIDEND POLICY		S-12
DILUTION		S-13
DESCRIPTION OF SECURITIES OFFERED		S-14
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		S-18
PLAN OF DISTRIBUTION		S-29
LEGAL MATTERS		S-31
EXPERTS		S-31
WHERE YOU CAN FIND MORE INFORMATION		S-31
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		S-31

	Page
ABOUT THIS PROSPECTUS		1
MARKET AND INDUSTRY DATA		1
TRADEMARKS		2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		3
THE COMPANY		5
RISK FACTORS		6
USE OF PROCEEDS		7
DESCRIPTION OF CAPITAL STOCK		8
PLAN OF DISTRIBUTION		14
LEGAL MATTERS		16
EXPERTS		16
WHERE YOU CAN FIND additional INFORMATION		16
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		17

Public offering price per share and accompanying two Common Warrants			$	5.70
Historical net tangible book value per share as of September 30, 2025	$	1.99
Increase in pro forma net tangible book value per share attributable to this offering	$	0.43
Pro forma as adjusted net tangible book value per share after giving effect to this offering			$	2.42
Decrease in net tangible book value per share to the investor participating in this offering			$	3.28

	Per Share and accompanying two Common Warrants			Per Pre-funded Warrant and accompanying two Common Warrants			Total
Offering price		$	5.70		$	5.6999		$	129,999,421.90
Placement agent fees		$	0.342		$	0.342		$	7,799,965.31
Proceeds before expenses, to us		$	5.358		$	5.3579		$	122,199,456.59

SEC Form 424B5 filed by Solid Power Inc.