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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 1, 2024
Complete Solaria,
Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-40117 |
|
93-2279786 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
45700 Northport Loop East, Fremont, CA |
|
94538 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (510) 270-2507
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 obligations 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 |
|
CSLR |
|
The Nasdaq Global Market |
|
|
|
|
|
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share |
|
CSLRW |
|
The Nasdaq Capital Market |
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 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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.
Explanatory Note
Complete Solaria, Inc. (the “Company”)
is filing this Amendment No. 1 (this “Amendment”) on Form 8-K/A to the Current Report on Form 8-K, dated July 1, 2024 (the
“Original Form 8-K”), solely to amend the signature page to provide a conformed signature, which was inadvertently omitted
from the Original Form 8-K. The original signature page was executed on July 8, 2024, and was in the Company’s possession at the
time of the filing of the Original Form 8-K. Except as described above, this Amendment does not modify any disclosures presented in the
Original Form 8-K.
Item 1.01 Entry into a Material Definitive Agreement
On July 1, 2024, Complete Solaria, Inc. (the “Company”)
entered into an Exchange Agreement (the “Exchange Agreement”) with CRSEF Solis Holdings, L.L.C. (“Carlyle”), Kline
Hill Partners Fund LP, Kline Hill Partners IV SPV LLC, and Kline Hill Partners Opportunity IV SPV LLC (together “Kline Hill”)
providing for:
| ● | the
cancellation of all indebtedness owed to Carlyle by the Company, termination of all debt
instruments by and between the Company and Carlyle (through the transfer of Carlyle’s
interest in CS Solis, LLC, to the Company), and the satisfaction of all obligations owed
to Carlyle by the Company under the terminated debt instruments; |
| ● | the
issuance of a convertible note in the original principal amount of $10,000,000 to Carlyle; |
| ● | the
cancellation of all indebtedness owed to Kline Hill by the Company, termination of all debt
instruments by and between the Company and Kline Hill, and the satisfaction of all obligations
owed to Kline Hill by the Company under the terminated debt instruments; |
| ● | the
issuance of convertible notes in the aggregate original principal amount of $7,972,731 to
Kline Hill; and |
| ● | the
issuance of 1,500,000 shares of common stock, par value $0.0001 per share, of the Company
(the “Common Stock”) to Kline Hill (the “Shares”); |
In addition, the Company entered into a note purchase
agreement and issued a convertible note to Thurman “T.J.” Rodgers, the Company’s Chief Executive Officer, in the original
principal amount of $18,000,000. The Company also entered into a note purchase agreement and issued a convertible note to a strategic
investor in the original principal amount of $6,000,000. The strategic investor is obligated to purchase an additional convertible note
in the original principal amount of $4,000,000 prior to July 12, 2024.
The convertible notes bear a 12% interest rate.
The convertible notes are general unsecured obligations
of the Company and will mature on July 1, 2029, unless earlier converted, redeemed or repurchased. Interest on the convertible
notes will accrue at a rate of 12.00% per year from July 1, 2024 and will be payable semiannually
in arrears on January 1 and July 1 of each year, beginning on July 1, 2025. The convertible notes are
convertible at the option of the holders at any time prior to the payment of the payment of the principal amount of such convertible note
in full. Upon conversion of any convertible note, the Company will satisfy its conversion obligation by delivering shares of Common Stock
and paying cash in respect of any fractional shares.
The conversion rate for the convertible notes
is initially equal to 595.2381 shares of common stock per $1,000 principal amount due under the convertible notes, which is equivalent
to an initial conversion price of approximately $1.68 per share of Common Stock and represents a premium of approximately 50.0% above
the last reported sale price of the Common Stock on the Nasdaq Global Market on June 28, 2024. The conversion rate shall be subject to
adjustment from time to time pursuant to the terms of the convertible notes. In addition, following
certain corporate events that occur prior to the maturity date of the convertible notes or if the Company delivers a notice of redemption
in respect of a convertible note, the Company will, under certain circumstances, increase the conversion rate of a convertible note for
a holder who elects to convert its convertible note in connection with such a corporate event or convert its convertible note called for
redemption in connection with such notice of redemption, as the case may be.
The Company may not redeem the convertible notes
prior to July 5, 2026. The Company may redeem for cash all (but not less than all) of a convertible note, at its option, (i) on or after
July 5, 2026 and prior to July 1, 2027, if the last reported sale price of the Common Stock has been at least 150% of the conversion price
for the convertible note then in effect and (ii) on or after July 5, 2027 and prior to the maturity date for the convertible note if the
last reported sale price of the Common Stock has been at least 130% of the conversion price for the convertible note then in effect, in
each case of (i) and (ii), for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including
the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides
notice of redemption at a redemption price equal to 100% of the principal amount of the convertible note to be redeemed, plus accrued
and unpaid interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the convertible notes.
If the Company undergoes a change of control (as
defined in the convertible notes), then, subject to certain conditions and except as described in the convertible notes, holders may require
the Company to redeem for cash all (but not less than all) of their convertible note at a price equal to 100% of the principal amount
of the convertible notes to be redeemed.
The convertible notes set forth certain events
of default after which a convertible note may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency
events of default involving the Company after which a convertible note becomes automatically due and payable. The following events are
considered “events of default” under the convertible notes:
| ● | (i)
any default in any payment of principal amount, change of control redemption amount or redemption
price on a convertible note when due and payable or (ii) any default in the payment of interest
when due and payable and such failure to pay is not cured within 30 calendar days from the
occurrence thereof; |
| ● | failure
to deliver, when required by a convertible note, a change of control notice or notice of
a change of control or an organic change; |
| ● | default
in the Company’s obligation to convert a convertible note upon exercise of the conversion
right with respect to such convertible note if not cured within five business days after
its occurrence; |
| ● | the
Company, any subsidiary of the Company or any of their respective affiliates fails to pay
principal when due (whether at stated maturity or otherwise) or an uncured default exists
that results in the acceleration of maturity of any indebtedness of the Company, any subsidiary
of the Company or any of their respective affiliates in an aggregate amount in excess of
$10,000,000 (or its foreign currency equivalent), unless such indebtedness is discharged,
or such acceleration is rescinded, stayed or annulled, within any applicable cure period
set forth in the relevant agreement or instrument; |
| ● | one
or more final non-appealable judgments for the payment of money in any aggregate amount in
excess of $10,000,000 shall be rendered against the Company, any subsidiary of the Company
or any of their respective affiliates, or any combination thereof, and the same shall remain
undischarged for a period of 60 days during which execution shall not be effectively stayed,
or any action shall be legally taken by a judgment creditor to levy upon assets or properties
of the Company, any subsidiary of the Company or any of their respective affiliates to enforce
any such judgment; and |
| ● | certain
events of bankruptcy, insolvency or reorganization of the Company. |
If certain bankruptcy and insolvency-related events
of default occur with respect to the Company, the principal of, and accrued and unpaid interest, if any, on, a convertible note then outstanding
shall automatically become due and payable. If an event of default with respect to a convertible note, other than certain bankruptcy and
insolvency-related events of default with respect to the Company, occurs and is continuing, a holder may at its option declare its convertible
note to be immediately due and payable.
The convertible notes will be exchanged on July
12, 2024 for substantially identical notes that will be eligible for clearance and settlement through the Depository Trust Company and
the Company will enter into an indenture with respect to such notes with U.S. Bank Trust Company,
National Association, as trustee.
Please see Part I, Item 2 “Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Debt Financings”
in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, filed with the Securities and Exchange
Commission on May 15, 2024, for a description of the Company’s debt facilities with Kline Hill and Carlyle.
The foregoing
description of the Exchange Agreement, convertible notes and note purchase agreements does not purport to be complete and is qualified
in its entirety by the terms and conditions of the Exchange Agreement, convertible notes and note purchase agreements, the forms of which
are filed as Exhibits 10.1, 10.2, and 10.3, to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth
in “Item 1.01 Entry into a Material Definitive Agreement” relating to the entry into the Exchange Agreement is incorporated
by reference herein in its entirety. Upon closing the transactions in the Agreement, the Company will issue the convertible notes and
Shares in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or
Rule 506(b) of Regulation D promulgated thereunder. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from
the registration requirements and certificates evidencing such shares contain a legend stating the same.
To
the extent that any shares of Common Stock are issued upon conversion of the convertible notes, they will be issued in transactions anticipated
to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration
is expected to be paid in connection with conversion of the convertible notes and any resulting issuance of shares of Common Stock. Initially,
a maximum of 41,046,426 shares of Common Stock may be issued upon conversion of the convertible notes based on the initial maximum conversion
rate of 892.8571 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions,
assuming the issuance of the additional convertible note in the original principal amount of $4,000,000 to the strategic investor
as discussed above.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
* Previously Filed
SIGNATURES
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.
|
Complete Solaria, Inc. |
|
|
Dated: July 9, 2024 |
|
|
|
|
|
By: |
/s/ Thurman J. Rodgers |
|
|
Thurman J. Rodgers |
|
|
Chief Executive Officer |
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|
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|
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Complete Solaria,
Inc.
|
Entity Central Index Key |
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|
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|
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DE
|
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45700 Northport Loop East
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|
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