UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.02 | Unregistered Sales of Equity Securities. |
On October 5, 2023, Complete Solaria, Inc. (the “Company”) amended certain warrants, dated November 2, 2022, originally issued by the Company to six warrantholders (the “Holders”), which warrants are exercisable for (a) an aggregate of 1,486,268 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), or (b) if designated and issued, a future series of preferred stock of the Company (the “Amendments”). The Amendments were made in connection with the Holders assigning loans they previously made to SolarCA LLC, a Delaware limited liability company (successor in interest to The Solaria Corporation and a wholly owned subsidiary of the Company) in order to provide the Holders with the benefits of the protective provisions of the original warrants to fix at a set number the number of shares of Common Stock issuable thereunder, as well as the exercise price per share. Pursuant to the Amendments, the warrants may be exercised for (a) Common Stock, at an exercise price of $0.75 per share, or (b) if designated and issued, a future series of preferred stock, at an exercise of 25% of the lowest price the Company receives for such share of future series of preferred stock. In connection with the Amendments, the Company agreed to provide the warrantholders with certain registration rights pursuant to that certain A&R Registration Rights Agreement, dated July 18, 2023, which the was previously filed by the Company as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 24, 2023.
The Company claims an exemption from registration for the Amendments, described above pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), as a transaction by an issuer not involving a public offering. Each Holder represented that it is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D under the Securities Act.
| Item 9.01 | Financial Statements and Exhibits |
(c) Exhibits.
| Exhibit Number |
Description | |
| 4.1 | Form of Replacement Warrant | |
| 4.2 | Form of First Amendment to Replacement Warrant | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: October 12, 2023 | ||||||
| By: | /s/ William J. Anderson | |||||
| William J. Anderson | ||||||
| Chief Executive Officer | ||||||