Complete Solaria Reports Equity Sales & Material Agreement

TL;DR

**Complete Solaria just dropped an 8-K about new equity sales and a big agreement, watch for dilution or a strategic move!**

AI Summary

Complete Solaria, Inc. filed an 8-K on February 16, 2024, reporting an event on February 15, 2024, related to an entry into a material definitive agreement and unregistered sales of equity securities. The filing indicates the company's common stock has a par value of $0.0001 per share and warrants are exercisable at $11.50 per share. This suggests potential capital raising activities or changes in its equity structure.

Why It Matters

This filing signals potential changes in Complete Solaria's capital structure and strategic direction, which could impact its financial health and future growth prospects.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can lead to dilution for existing shareholders, but the nature of the material definitive agreement is not fully disclosed, creating uncertainty.

Key Numbers

• $0.0001 — Common Stock Par Value (Par value per share of Complete Solaria's common stock)
• $11.50 — Warrant Exercise Price (Exercise price for each whole warrant)

Key Players & Entities

• Complete Solaria, Inc. (company) — Registrant
• $0.0001 (dollar_amount) — Par value per share of common stock
• $11.50 (dollar_amount) — Exercise price per share for warrants
• February 15, 2024 (date) — Date of earliest event reported
• February 16, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share CSLR The Nasdaq Global Ma
• $11.50 — of Common Stock at an exercise price of $11.50 per share CSLRW The Nasdaq Capital
• $1,500,000 — connection with the Purchaser investing $1,500,000 in the Company. The First SAFE is conve
• $53,540,000 — e which is equal to the lower of (i)(a) $53,540,000 divided by (b) the Company's capitaliza
• $1 — ssuming a per share conversion price of $1.05, which is the product of (i) $1.31,
• $3,500,000 — connection with the Purchaser investing $3,500,000 in the Company. The Second SAFE is conv
• $0 — ssuming a per share conversion price of $0.94, which is the product of (i) $1.18,

Filing Documents

• ea193922-8k_complete.htm (8-K) — 35KB
• ea193922ex10-1_complete.htm (EX-10.1) — 51KB
• 0001213900-24-014892.txt ( ) — 315KB
• cslr-20240215.xsd (EX-101.SCH) — 4KB
• cslr-20240215_def.xml (EX-101.DEF) — 26KB
• cslr-20240215_lab.xml (EX-101.LAB) — 36KB
• cslr-20240215_pre.xml (EX-101.PRE) — 25KB
• ea193922-8k_complete_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On January 31, 2024, Complete Solaria, Inc. (the "Company") entered into a simple agreement for future equity (the "First SAFE") with the Rodgers Massey Freedom and Free Markets Charitable Trust (the "Purchaser") in connection with the Purchaser investing $1,500,000 in the Company. The First SAFE is convertible into shares of common stock, par value $0.0001 per share, of the Company (the "Common Stock") upon the initial closing of a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells Common Stock at a fixed valuation (an "Equity Financing"), at a per share conversion price which is equal to the lower of (i)(a) $53,540,000 divided by (b) the Company's capitalization immediately prior to such Equity Financing (such conversion price, the "SAFE Price"), and (ii) 80% of the price per share of Common Stock sold in the Equity Financing. If the Company consummates a change of control prior to the termination of the First SAFE, the Purchaser will be automatically entitled to receive a portion of the proceeds of such liquidity event equal to the greater of (i) $1,500,000 and (ii) the amount payable on the number of shares of Common Stock equal to (a) $1,500,000 divided by (b)(1) $53,540,000 divided by (2) the Company's capitalization immediately prior to such liquidity event (the "Liquidity Price"), subject to certain adjustments as set forth in the First SAFE. The First SAFE is convertible into a maximum of 1,431,297 shares of Common Stock, assuming a per share conversion price of $1.05, which is the product of (i) $1.31, the closing price of the Common Stock on January 31, 2024, multiplied by (ii) 80%. On February 15, 2024, the Company entered into a simple agreement for future equity (the "Second SAFE" and together with the First SAFE, the "SAFEs") with the Purchaser in connection with the Purchaser investing $3,500,000 in the Co

02 Unregistered Sales of Equity Securities

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 SAFEs is incorporated by reference herein in its entirety. The Company issued the SAFEs 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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 10.1 Form of SAFE (2024) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1

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 hereunto duly authorized. Complete Solaria, Inc. Dated: February 16, 2024 By: / s / Chris Lundell Chris Lundell Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR