NOTE 14 - EQUITY

June 22, 2017 Underwritten Public Offering

On June 22, 2017, the Company completed an underwritten public offering of its common stock at a price to the public of $0.35 per share. The Company sold a total of 7,150,000 shares of its common stock in the offering for aggregate proceeds of approximately $2.5 million. The Company received approximately $2.1 million of net proceeds from the offering, after deducting the underwriting discount and expenses.

Amendment to the Articles of Incorporation

On November 17, 2015, the Company filed with the Wisconsin Department of Financial Institutions an amendment to the Company’s Articles of Incorporation (the “Articles of Amendment”) increasing the number of authorized shares of common stock from 150,000,000 shares to 300,000,000 shares. The Articles of Amendment were approved by the Company’s shareholders on November 17, 2015.

SPI Energy Co., Ltd. Securities Purchase Agreement

On July 13, 2015, we entered into a Securities Purchase Agreement with SPI, pursuant to which we sold SPI for an aggregate purchase price of $33,390,000 a total of (i) 8,000,000 Purchased Common Shares and (ii) 28,048 Purchased Preferred Shares which were potentially convertible, subject to the completion of projects under our supply agreement with SPI, into a total of up to 42,000,600 shares of Common Stock. See further discussion of the SPI Securities Purchase Agreement in Note 3.

August 27, 2014 Underwritten Public Offering

On August 27, 2014, the Company completed an underwritten public offering of its common stock at a price to the public of $1.12 per share. The Company sold a total of 13,248,000 shares of its common stock in the offering for aggregate proceeds of approximately $14.8 million . The Company received approximately $13.7 million of net proceeds from the offering, after deducting the underwriting discount and expenses.

March 19, 2014 Underwritten Public Offering

On March 19, 2014, the Company completed an underwritten public offering of its common stock at a price to the public of $2.25 per share. The Company sold a total of 6,325,000 shares of its common stock in the offering for aggregate proceeds of approximately $14.2 million. The Company received approximately $13.0 million of net proceeds from the offering, after deducting the underwriting discount and expenses.

Series B Convertible Preferred Stock Securities Purchase Agreement

On September 26, 2013, the Company entered into a Securities Purchase Agreement with certain investors providing for the sale of 3,000 shares of Series B Convertible Preferred Stock (the “Preferred Stock”). Certain Directors of the Company purchased 500 shares.

Shares of Preferred Stock were sold for $1,000 per share (the “Stated Value”) and accrue dividends on the Stated Value at an annual rate of 10%. The net proceeds to the Company, after deducting $90,127 of offering costs, were $2,909,873 . During the year ended June 30, 2016, 275 shares of Preferred Stock were converted into 352,696 shares of common stock of the Company. During the year ended June 30, 2014, 425 shares of Preferred Stock were converted into 470,171 shares of common stock of the Company. At June 30, 2017, 2,300 shares of Preferred Stock were convertible into 3,506,404 shares of common stock of the Company at a conversion price equal to $0.95. Upon any liquidation, dissolution or winding up of the Company, holders of Preferred Stock are entitled to receive out of the assets of the Company an amount equal to two times the Stated Value, plus any accrued and unpaid dividends thereon. At June 30, 2017, the liquidation preference of the Preferred Stock was $5,631,086.

In connection with the purchase of the Preferred Stock, investors received warrants to purchase a total of 3,157,895 shares of common stock at an exercise price of $0.95. The warrants are exercisable at any time prior to September 27, 2016. During the year ended June 30, 2014, 1,447,370 warrants were exercised via a cashless exercise resulting in the issuance of 850,169 shares of common stock of the Company. In addition, the Company issued a total of 81,579 warrants to a placement agent in connection with the transaction. These warrants expire on September 27, 2016.