FTC Solar Files 8-K on Security Holder Rights and Bylaws

Ticker: FTCI · Form: 8-K · Filed: Nov 27, 2024 · CIK: 1828161

Sentiment: neutral

Topics: corporate-governance, bylaws, filing

Related Tickers: FTCI

TL;DR

FTCI filed an 8-K detailing changes to security holder rights and bylaws. Keep an eye on governance shifts.

AI Summary

FTC Solar, Inc. filed an 8-K on November 27, 2024, reporting material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. The filing also includes Regulation FD disclosures and financial statements/exhibits, with the earliest event reported being November 26, 2024. The company is incorporated in Delaware and its principal executive offices are located in Austin, Texas.

Why It Matters

This filing indicates potential changes to the company's governance or shareholder rights, which could impact investors' stakes and the company's operational framework.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and bylaws can signal significant corporate changes that may affect stock value and investor confidence.

Key Players & Entities

FAQ

What specific modifications were made to the rights of FTC Solar, Inc.'s security holders?

The filing indicates 'Material Modifications to Rights of Security Holders' as an item information, but the specific details of these modifications are not provided in the provided text excerpt.

Were there any amendments to FTC Solar, Inc.'s articles of incorporation or bylaws?

Yes, the filing lists 'Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year' as an item information, suggesting such amendments have occurred.

What is the significance of the Regulation FD Disclosure mentioned in the filing?

Regulation FD Disclosure indicates that the company is making public disclosures to prevent selective disclosure of material non-public information to investors.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing was on November 26, 2024.

Where are FTC Solar, Inc.'s principal executive offices located?

FTC Solar, Inc.'s principal executive offices are located at 9020 N Capital of Texas Hwy, Suite I-260, Austin, Texas, 78759.

Filing Stats: 920 words · 4 min read · ~3 pages · Grade level 10.8 · Accepted 2024-11-27 09:13:38

Key Financial Figures

Filing Documents

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. As previously disclosed, at a special meeting of stockholders held on November 8, 2024, the stockholders of FTC Solar, Inc. (the "Company") approved a proposal to authorize the Company's board of directors (the "Board") to amend the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split (the "Reverse Stock Split") of all outstanding shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), at a ratio ranging from 1-for-5 to 1-for-25, with the actual split ratio and the split effective time to be determined by the Board in its discretion. The Board has approved the Reverse Stock Split at a ratio of 1-for-10, and on November 26, 2024, the Company filed with the Delaware Secretary of State a Certificate of Amendment (the "Certificate of Amendment") to the Company's Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split. The Reverse Stock Split will become effective at 5:00 p.m., Eastern Time, on November 29, 2024 (the "Effective Time"), and the Company's shares of Common Stock will begin trading on a split-adjusted basis on the Nasdaq Capital Market at the commencement of trading on December 2, 2024, under the Company's existing trading symbol "FTCI". The Company's Common Stock has been assigned a new CUSIP number of 30320C 301 in connection with the Reverse Stock Split. At the Effective Time, every 10 issued and outstanding shares of Common Stock will be converted into one share of Common Stock. The number of authorized shares of Common Stock and the par value of each share of Common Stock will remain unchanged. No fractional shares will be issued as a result of the reverse stock split, and any fractional shares that would otherwise have resulted from the reverse stock split will be rounded up. For more information regarding the Reverse Stock Split, see the definitive proxy statement fil

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On November 27, 2024, the Company issued a press release announcing the Reverse Stock Split. The press release is furnished as Exhibit 99.1 and incorporated by reference herein. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed "filed" for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation 99.1 Press Release, dated November 27, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 thereunto duly authorized. FTC SOLAR, INC. Date: November 27, 2024 By: /s/ Cathy Behnen Cathy Behnen, Chief Financial Officer

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