Complete Solaria Files 8-K with Material Agreements

TL;DR

CSLR filed an 8-K on July 16th covering material agreements and equity sales.

AI Summary

On July 16, 2024, Complete Solaria, Inc. filed an 8-K report detailing a material definitive agreement and unregistered sales of equity securities. The filing also includes financial statements and exhibits, indicating ongoing business activities and potential financial transactions for the company.

Why It Matters

This filing signals significant corporate actions and potential financial shifts for Complete Solaria, Inc., which could impact its stock performance and investor outlook.

Risk Assessment

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

Key Players & Entities

• Complete Solaria, Inc. (company) — Registrant
• July 16, 2024 (date) — Date of earliest event reported
• Freedom Acquisition I Corp. (company) — Former company name

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
• $10,000,000 — n to purchase, from time to time, up to $10,000,000 in aggregate gross purchase price of ne
• $150,000 — Common Stock equal to the lesser of (i) $150,000 or (ii) 100% of Average Daily Trading V
• $2,000,000 — e Average Daily Trading Volume and (ii) $2,000,000 divided by the highest closing price of

Filing Documents

• ea0209398-8k_complete.htm (8-K) — 42KB
• ea020939801ex10-1_complete.htm (EX-10.1) — 187KB
• ea020939801ex10-2_complete.htm (EX-10.2) — 144KB
• 0001213900-24-062183.txt ( ) — 666KB
• cslr-20240716.xsd (EX-101.SCH) — 4KB
• cslr-20240716_def.xml (EX-101.DEF) — 26KB
• cslr-20240716_lab.xml (EX-101.LAB) — 36KB
• cslr-20240716_pre.xml (EX-101.PRE) — 25KB
• ea0209398-8k_complete_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On July 16, 2024, Complete Solaria, Inc., a Delaware corporation (the " Company ", " we " and " us "), entered into a Common Stock Purchase Agreement (" Purchase Agreement ") with White Lion Capital, LLC, a Nevada limited liability company (" White Lion "), and a related Registration Rights Agreement (the " RRA "). Pursuant to the Common Stock Purchase Agreement, the Company has the right, but not the obligation, to require White Lion to purchase, from time to time, up to $10,000,000 in aggregate gross purchase price of newly issued shares of the Company's common stock, par value $0.0001 per share (the " Common Stock "), subject to certain limitations and conditions set forth in the Purchase Agreement. of certain customary conditions including, without limitation, the effectiveness of a registration statement registering the shares issuable pursuant to the Purchase Agreement, the Company's right to sell shares to White Lion will commence on the date of the execution of Purchase Agreement and extend until the earlier of (i) of White Lion having purchased shares of Common Stock equal to $10,000,000 and (ii) 18 months from the date of execution of the Purchase Agreement (the " Commitment Period "). During the Commitment Period, to sell shares of its Common Stock. The Company may deliver a Fixed Purchase Notice (as such term is defined in the Purchase Agreement), where the Company can require White Lion to purchase up to a number of shares of Common Stock equal to the lesser of (i) $150,000 or (ii) 100% of Average Daily Trading Volume (as such term is defined in the Purchase Agreement). The Company may also deliver a Rapid Purchase Notice (as such term is defined in the Purchase Agreement), where the Company may require White Lion to purchase up to a numb

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities The information contained in Item 1.01 of this Current Report on 8-K is incorporated by reference in this Item 3.02 in its entirety. The Company will issue the Common Stock pursuant to the Purchase Agreement in reliance upon the exemptions from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. Neither this Current Report on Form 8-K nor the exhibits attached hereto shall constitute an offer to sell or the solicitation of a n offer to buy the Common Stock described herein or therein, 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 Common Stock Purchase Agreement, dated July 16, 2024, by and between the Company and White Lion. 10.2 Registration Rights Agreement, dated July 16, 2024, by and between the Company and White Lion. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

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: July 16, 2024 By: /s/ Thurman J. Rodgers Thurman J. Rodgers Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR