Complete Solaria Files 8-K on Key Agreements & Delisting Notice

TL;DR

CSLR filing: Material agreement, delisting notice, unregistered sales. Big changes ahead.

AI Summary

Complete Solaria, Inc. filed an 8-K on April 22, 2024, reporting on several material events as of April 16, 2024. These include entering into a material definitive agreement, receiving a notice of delisting or failure to meet continued listing rules, and unregistered sales of equity securities. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates potential significant changes for Complete Solaria, Inc., including new agreements and possible delisting, which could impact its stock trading and investor confidence.

Risk Assessment

Risk Level: high — The notice of delisting or failure to satisfy continued listing rules is a significant risk factor for investors.

Key Players & Entities

• Complete Solaria, Inc. (company) — Filer of the 8-K report.
• April 16, 2024 (date) — Earliest event date reported in the 8-K.
• April 22, 2024 (date) — Date the 8-K was filed.
• Freedom Acquisition I Corp. (company) — Former name of Complete Solaria, Inc.

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 Amendmen
• $0 — ssuming a per share conversion price of $0.36, which is the product of (i) $0.45,
• $3,500,000 — connection with the Purchaser investing $3,500,000 in the Company. The Second SAFE Amendme
• $1.00 — ties to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(
• $50,000,000 — had traded at a value below the minimum $50,000,000 "Market Value of Listed Securities" ("M

Filing Documents

• ea0204357-8k_complete.htm (8-K) — 46KB
• ea020435701ex10-1_complete.htm (EX-10.1) — 29KB
• 0001213900-24-034907.txt ( ) — 300KB
• cslr-20240416.xsd (EX-101.SCH) — 4KB
• cslr-20240416_def.xml (EX-101.DEF) — 26KB
• cslr-20240416_lab.xml (EX-101.LAB) — 36KB
• cslr-20240416_pre.xml (EX-101.PRE) — 25KB
• ea0204357-8k_complete_htm.xml (XML) — 6KB

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 16, 2024, the Company received written notice (the "Notice") from the Nasdaq Stock Market, LLC ("Nasdaq") notifying the Company that it is not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The Notice does not impact the listing of the Company's common stock on The Nasdaq Global Market at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company's common stock must be at least $1.00 per share for a minimum of ten consecutive business days before October 14, 2024. In the event that the Company does not regain compliance within this 180-day period, the Company may be eligible to seek an additional compliance period of 180 calendar days if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the minimum bid price requirement, and provides written notice to Nasdaq of its intent to cure the deficiency during this second compliance period by effecting a reverse stock split if necessary. However, if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice to the Company that its common stock will be subject to delisting. The Company intends to actively monitor the closing bid price of its

01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On April 16, 2024, the Company received a letter (the "Letter") from the staff at The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, for the 30 consecutive trading days prior to the date of the Letter, the Company's common stock had traded at a value below the minimum $50,000,000 "Market Value of Listed Securities" ("MVLS") requirement set forth in Nasdaq Listing Rule 5450(b)(2)(A), which is required for continued listing of the Company's common stock on The Nasdaq Global Market. The Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company's securities on Nasdaq. In accordance with Nasdaq listing rule 5810(c)(3)(C), the Company has 180 calendar days, or until October 14, 2024, to regain compliance. The Letter notes that to regain compliance, the Company's common stock must trade at or above a level such that the Company's MVLS closes at or above $50,000,000 for a minimum of ten consecutive business days during the compliance period, which ends October 14, 2024. The Letter further notes that if the Company is unable to satisfy the MVLS requirement prior to such date, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that the Company then satisfies the requirements for continued listing on that market). If the Company does not regain compliance by October 14, 2024, Nasdaq staff will provide written notice to the Company that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination to a hearings panel. The Company intends to actively monitor the Company's MVLS between now and October 14, 2024, and may, if appropriate, evaluate available options to resolve the deficiency and regain compliance with the MVLS requirement. While the Company is exercisin

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: April 22, 2024 By: / s / Chris Lundell Chris Lundell Chief Executive Officer 3

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