UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 3, 2023
FTC Solar, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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001-40350
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81-4816270
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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9020 N Capital of Texas Hwy, Suite I-260
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78759
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Austin, Texas
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: 737
787-7906
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value
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FTCI
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On April 3, 2023 (the “Amendment Date”), FTC Solar, Inc. (the “Company”) and Sean Hunkler, the Company’s current
President and Chief Executive Officer entered into an amendment (the “Amendment”) to the Employment Agreement, dated as of September 13, 2021, between the Company and Mr. Hunkler (the “Employment Agreement”).
Pursuant to the Amendment, the Company cancelled, without consideration, (i) 50% of the
Options ($30)(as defined in the Employment
Agreement) granted to Mr. Hunkler pursuant to the Employment Agreement, representing the option held by Mr. Hunkler to purchase 526,875 shares of Company common stock subject to attainment of a $30-per-share performance hurdle, and (ii)
50% of the
Options ($60)(as defined in the Employment Agreement) granted to Mr. Hunkler pursuant to the Employment Agreement, representing the option held by Mr. Hunkler to purchase 526,875 shares of
Company common stock subject to attainment of a $60-per-share performance hurdle. In addition, pursuant to the Amendment, the exercise price of the remaining
Options ($30) and Options ($60) was revised to
equal the greater of (i) the thirty- (30-) day volume-weighted average trading price of the Company common stock with respect to the thirty-day period immediately preceding the Amendment Date and (ii) the closing per-share trading price of the
Company common stock on the Amendment Date. The Amendment further modifies the
options to replace the $30 target with a $10 target and
the
$60 target with a $21 target. All other terms of the options granted
pursuant to the Employment Agreement remain unchanged.
The foregoing summary is qualified in its entirety by reference to the complete texts of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
| ITEM 9.01. |
Financial Statements and Exhibits.
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(d)
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Exhibits
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Amendment to Employment Agreement, dated April 3, 2023, among FTC Solar, Inc. and Sean Hunkler
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104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
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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 thereunto
duly authorized.
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FTC SOLAR, INC.
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Date: April 3, 2023
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By:
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/s/ Phelps Morris
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Phelps Morris
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Chief Financial Officer
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