FTC Solar Files 8-K: Material Agreement & Financial Obligations

TL;DR

FTCI filed an 8-K for a material agreement, new debt, and equity sales. Details pending.

AI Summary

FTC Solar, Inc. announced on December 4, 2024, that it entered into a Material Definitive Agreement. The company also reported the creation of a direct financial obligation and unregistered sales of equity securities. Specific details regarding the agreement, financial obligation, and equity sales were not provided in this initial filing.

Why It Matters

This filing indicates significant corporate actions by FTC Solar, including new agreements and financial obligations, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• FTC Solar, Inc. (company) — Registrant
• December 4, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value FTCI The NASDAQ Stock Mar
• $15,000,000 — d the Investor purchased, approximately $15,000,000 in principal amount of senior secured p
• $0 — of Common Stock at an exercise price of $0.10, subject to adjustment under certain
• $25,000,000 — an aggregate principal amount of up to $25,000,000, the Investor shall have the right to p
• $5,000,000 — an aggregate principal amount of up to $5,000,000, including Warrants to purchase a pro r
• $500,000 — f the Company, Pablo Barahona, invested $500,000 in the Investor, which was used to fina

Filing Documents

• ftci-20241204.htm (8-K) — 67KB
• ftci-ex4_1.htm (EX-4.1) — 228KB
• ftci-ex4_2.htm (EX-4.2) — 179KB
• ftci-ex10_1.htm (EX-10.1) — 422KB
• ftci-ex10_2.htm (EX-10.2) — 420KB
• ftci-ex10_3.htm (EX-10.3) — 230KB
• ftci-ex10_4.htm (EX-10.4) — 132KB
• ftci-ex99_1.htm (EX-99.1) — 11KB
• img83930929_0.jpg (GRAPHIC) — 13KB
• 0000950170-24-133326.txt ( ) — 2100KB
• ftci-20241204.xsd (EX-101.SCH) — 33KB
• ftci-20241204_htm.xml (XML) — 5KB

01

Item 1.01 Entry into a Material Definitive Agreement. On December 4, 2024, FTC Solar, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with an institutional investor as the purchaser (the "Investor"). Pursuant to the Purchase Agreement, the Company sold, and the Investor purchased, approximately $15,000,000 in principal amount of senior secured promissory notes (the "Senior Notes") and warrants (the "Warrants") (the "Offering"). The Offering closed on December 4, 2024 (the "Closing Date"). The Senior Notes bear interest at the rate of 11% per annum; provided however, that the Company may, at its option, following notice to the holder, instead increase the outstanding principal amount of the Senior Notes by the amount of such interest at the rate of 13% per annum. Interest is payable semi-annually on the final business day in June and on the final business day in December. To secure its obligations thereunder and under the Purchase Agreement, the Company and its subsidiaries have granted a security interest over substantially all of their assets to the collateral agent for the benefit of the Investor, pursuant to a security and pledge agreement. At any time prior to December 4, 2026, the Company may redeem some or all of the Senior Notes at a "make-whole" redemption price equal to the sum of undiscounted interest payments that would have otherwise been payable through an additional 12 months following the redemption. At any time on or after December 4, 2026, the Company may redeem some or all of the Senior Notes at a "make-whole" redemption price equal to the sum of undiscounted interest payments that would have otherwise been payable through the earlier of (i) the maturity date of the Senior Notes and (ii) an additional three months following the redemption. The maturity date of the Senior Notes is December 4, 2029. Certain of the Company's subsidiaries each guaranteed the Company's obligations under the Senior Not

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet Arrangement of a Registrant The description of the Senior Notes issued by the Company described in Item 1.01 is incorporated herein.

02

Item 3.02 Unregistered Sales of Equity Securities. The description of the Offering and the Senior Notes and Warrants issued by the Company described in Item 1.01 is incorporated herein.

01

Item 8.01 Other Events On December 4, 2024, the Company issued a press release announcing this offering. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 4.1 Form of Warrant 4.2 Form of Senior Note 10.1 Purchase Agreement dated December 4, 2024, by and between FTC Solar, Inc. and the purchaser thereto. 10.2 Security and Pledge Agreement, dated December 4, 2024, by and between FTC Solar, Inc. and the parties thereto. 10.3 Registration Rights Agreement, dated December 4, 2024, by and between FTC Solar, Inc. and the parties thereto. 10.4 Guaranty, dated December 4, 2024, made by each of the guarantors party thereto. 99.1 Press release, dated December 4, 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: December 4, 2024 By: /s/ Cathy Behnen Cathy Behnen, Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR