Complete Solaria Enters Material Agreement, Reports Equity Sales

TL;DR

CSLR signed a big deal and sold some stock on Sept 8th.

AI Summary

Complete Solaria, Inc. (CSLR) entered into a material definitive agreement on September 8, 2024, related to a direct financial obligation. The company also reported unregistered sales of equity securities. The filing details financial statements and exhibits.

Why It Matters

This filing indicates significant financial activity and potential changes in the company's capital structure, which could impact investors and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks related to financial obligations and dilution.

Key Players & Entities

• Complete Solaria, Inc. (company) — Filer
• CSLR (company) — Ticker Symbol
• September 8, 2024 (date) — Date of earliest event reported

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
• $52,500,000 — nce of an aggregate principal amount of $52,500,000 Notes, which includes $8,000,000 princi
• $8,000,000 — nt of $52,500,000 Notes, which includes $8,000,000 principal amount of Notes (the " Affili
• $32,500,000 — pany, National Association, as trustee. $32,500,000 principal amount of the Notes will be i
• $5,000,000 — e Agreements (the " Remaining Notes "), $5,000,000 principal amount of the Remaining Notes
• $14,000,000 — d one investor is obligated to purchase $14,000,000 principal amount of the Remaining Notes
• $1,000 — s at any time, in integral multiples of $1,000 principal amount, at the option of the
• $2.14 — itial conversion price of approximately $2.14 per share of Common Stock. The initial
• $10,000,000 — ss with a principal amount in excess of $10,000,000 (or its foreign currency equivalent) in

Filing Documents

• ea0214319-8k_complete.htm (8-K) — 62KB
• ea021431901ex4-1_complete.htm (EX-4.1) — 708KB
• ea021431901ex4-2_complete.htm (EX-4.2) — 74KB
• ea021431901ex10-1_complete.htm (EX-10.1) — 63KB
• ex4-1_001.jpg (GRAPHIC) — 2KB
• ex4-1_002.jpg (GRAPHIC) — 2KB
• ex4-1_003.jpg (GRAPHIC) — 2KB
• ex4-1_004.jpg (GRAPHIC) — 2KB
• ex4-1_005.jpg (GRAPHIC) — 2KB
• ex4-1_006.jpg (GRAPHIC) — 2KB
• 0001213900-24-078181.txt ( ) — 1319KB
• cslr-20240908.xsd (EX-101.SCH) — 4KB
• cslr-20240908_def.xml (EX-101.DEF) — 26KB
• cslr-20240908_lab.xml (EX-101.LAB) — 36KB
• cslr-20240908_pre.xml (EX-101.PRE) — 25KB
• ea0214319-8k_complete_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On September 8, 2024 and September 11, 2024, Complete Solaria, Inc. (the " Company ") entered into Note Purchase Agreements (the " Note Purchase Agreements ") with various investors relating to the private offering of the Company's 7.00% Convertible Senior Notes due 2029 (the " Notes ). The Note Purchase Agreements provide for the issuance of an aggregate principal amount of $52,500,000 Notes, which includes $8,000,000 principal amount of Notes (the " Affiliate Notes ") issuable to an entity affiliated with Thurman John "T.J." Rodgers, the Company's Chief Executive Officer (the " Affiliated Investor "). The Company will issue the Notes pursuant to the form of Indenture included as an exhibit to the Note Purchase Agreements (the " Indenture "), to be entered into between the Company and U.S. Bank Trust Company, National Association, as trustee. $32,500,000 principal amount of the Notes will be issued on the third trading day on which the conditions set forth in the Note Purchase Agreements are satisfied. Of the remaining Notes issuable pursuant to the Note Purchase Agreements (the " Remaining Notes "), $5,000,000 principal amount of the Remaining Notes will be issuable in connection with, and subject to, the closing of the transactions under the Asset Purchase Agreement, dated August 5, 2024, among the Company, as purchaser, and SunPower and certain of its subsidiaries, as sellers (the " Asset Purchase Agreement "), and one investor is obligated to purchase $14,000,000 principal amount of the Remaining Notes on or before December 31, 2024. The foregoing summary of the Note Purchase Agreements is qualified in its entirety by reference to the form of Note Purchase Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K, and such Exhibit 10.1 is incorporated herein by reference. The Notes are general unsecured obligations of the Company and will mature on September 15, 2029, unless earlier converted,

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company will issue the Notes in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "). 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. 3 The Notes and the shares of Common Stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. To the extent that any shares of Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Common Stock. Initially, a maximum of 30,701,753 shares of the Company's Common Stock may be issued upon conversion of the Notes (including the Remaining Notes) based on the initial maximum conversion rate of 584.7953 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 4.1 Form of Indenture between Complete Solaria, Inc. and U.S. Bank Trust Company, National Association 4.2 Form of Note 10.1 Form of Note Purchase Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4

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: September 12, 2024 By: /s/ Thurman J. Rodgers Thurman J. Rodgers Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR