Complete Solaria Enters Definitive Agreement, Reports Equity Sales

TL;DR

CSLR signed a big deal, sold some stock, and filed financials. Watch this space.

AI Summary

Complete Solaria, Inc. (CSLR) entered into a material definitive agreement on September 22, 2024, related to the creation of 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 future obligations for Complete Solaria, Inc., which could impact its financial standing and stock performance.

Risk Assessment

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

Key Numbers

• 2024-09-22 — Date of earliest event reported (Indicates the effective date of the reported material definitive agreement and equity sales.)
• 11.50 — Warrant Exercise Price (Specifies the exercise price for warrants related to the company's common stock.)

Key Players & Entities

• Complete Solaria, Inc. (company) — Filer of the 8-K report
• Freedom Acquisition I Corp. (company) — Former name of Complete Solaria, Inc.
• CSLR (company) — Ticker symbol for 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
• $32,300,000 — dditional aggregate principal amount of $32,300,000 (the " Notes ). The Notes were issued o
• $1,000 — s at any time, in integral multiples of $1,000 principal amount, at the option of the
• $10,000,000 — ss with a principal amount in excess of $10,000,000 (or its foreign currency equivalent) in
• $80,000,000 — issued upon conversion of the aggregate $80,000,000 principal amount of Notes issued and is

Filing Documents

• ea0215742-8k_complete.htm (8-K) — 54KB
• ea021574201ex4-1_complete.htm (EX-4.1) — 700KB
• ea021574201ex4-2_complete.htm (EX-4.2) — 57KB
• ea021574201ex10-1_complete.htm (EX-10.1) — 64KB
• 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
• 0001213900-24-082266.txt ( ) — 1285KB
• cslr-20240922.xsd (EX-101.SCH) — 4KB
• cslr-20240922_def.xml (EX-101.DEF) — 26KB
• cslr-20240922_lab.xml (EX-101.LAB) — 36KB
• cslr-20240922_pre.xml (EX-101.PRE) — 25KB
• ea0215742-8k_complete_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On September 22, 2024, Complete Solaria, Inc. (the " Company ") entered into Note Purchase Agreements (the " Note Purchase Agreements ") with various purchasers relating to the private offering of the Company's 7.00% Convertible Senior Notes due 2029 in an additional aggregate principal amount of $32,300,000 (the " Notes ). The Notes were issued on September 24, 2024 pursuant to the Note Purchase Agreements and the Indenture, dated September 16, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the " Indenture "). The proceeds of the Notes will be used to pay the cash consideration payable by the Company under the Asset Purchase Agreement, dated August 5, 2024, among SunPower Corporation and its subsidiaries named therein, as sellers, and the Company, as buyer (the " Asset Purchase Agreement "), and/or for general corporate purposes, including but not limited to working capital. In accordance with the Note Purchase Agreements, the Company has agreed to solicit stockholder approval to issue shares of the Company's common stock, $0.0001 par value per share (the " Common Stock "), upon conversion of the Notes in excess of the limitations otherwise applicable under the Indenture as a result of Nasdaq Listing Rule 5635(d)(2) and, if such stockholder approval is obtained, to take certain actions to seek approval to amend the Indenture to enable the earlier conversion of the Notes. Additionally, the Company has agreed to register for resale the shares of Common Stock issuable upon conversion of the Notes pursuant to the terms and conditions set forth in the Note Purchase Agreements. 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 o

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 issued 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. 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. A maximum of 46,783,621 shares of the Company's Common Stock may be issued upon conversion of the aggregate $80,000,000 principal amount of Notes issued and issuable under the Indenture 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 Indenture, dated September 16, 2024, 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). 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: September 26, 2024 By: /s/ Thurman J. Rodgers Thurman J. Rodgers Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR