8-K

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): December 18, 2023

Tigo Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-40710	83-3583873
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

655 Campbell Technology Parkway, Suite 150 Campbell, California	95008
(Address of principal executive offices)	(Zip Code)

(408) 402-0802

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	TYGO	The Nasdaq Stock Market LLC

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.

On December 18, 2023, the board of directors (the “Board”) of Tigo Energy, Inc. (the “Company”) increased the number of directors that constitute the entire Board from six directors to seven directors and appointed Sagit Manor to the Board, effective January 1, 2024.

Sagit Manor, age 51, will serve as a member of our Board of Directors beginning in January 2024. Currently, Ms. Manor serves as the Chief Financial Officer of Nayax Ltd. (Nasdaq & TASE: NYAX) (“Nayax”), a position she has held since June 2021. Prior to joining Nayax, Ms. Manor served as Chief Executive Officer and Chief Financial Officer of Nyotron Information Security Ltd. (“Nyotron”), from October 2017 to March 2021. Prior to Nyotron, Ms. Manor held multiple financial leadership positions at VeriFone Systems Inc., from November 2006 to October 2017, and most recently served as Vice President of Finance and Product Chief Financial Officer from January 2015 to October 2017. Ms. Manor holds a Bachelor of Arts degree in Business and Accounting from the College of Management Academic Studies.

There is no arrangement or understanding between Ms. Manor, on the one hand, and any other persons, on the other, pursuant to which Ms. Manor was selected as a director of the Company. The Company is not aware of any transaction in which Ms. Manor has an interest requiring disclosure under Item 404(a) of Regulation S-K. 

Ms. Manor will be entitled to compensation for service on the board on the same basis as all other non-employee directors of the Company.

In addition, on December 19, 2023, the Company issued a press release announcing the appointment of Ms. Manor as a director of the Company. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated December 19, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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.

Dated: December 19, 2023

TIGO ENERGY, INC.
By:	/s/ Bill Roeschlein
Name:	Bill Roeschlein
Title:	Chief Financial Officer

2

EX-99.1

Exhibit 99.1

 

Tigo Energy Appoints Sagit Manor to Board of Directors

CAMPBELL, Calif. – December 19, 2023 – Tigo Energy, Inc. (Nasdaq: TYGO) ("Tigo" or the “Company”), a leading provider of intelligent solar and energy storage solutions, has appointed Sagit Manor as an independent director on its Board of Directors, effective January 1, 2024.

Ms. Manor is an accomplished financial operations and technology expert with more than 25 years of experience in executive roles including several at public companies. Currently, Ms. Manor serves as Chief Financial Officer for Nayax Ltd., a global commerce enablement payments and loyalty platform provider for retailers, a role in which she manages Nayax’s finances, investor relations, and cyber security, in addition to making significant contributions to Nayax’s strategic decision-making process. In September 2022, Ms. Manor led Nayax’s dual-listing process to begin trading on the Nasdaq Stock Market in addition to the Tel Aviv Stock Exchange (TASE).

Prior to Nayax, Ms. Manor served as Chief Executive Officer and Chief Financial Officer at Nyotron Information Security Ltd., a developer of cybersecurity solutions software, where she led the company through several financing rounds and a successful exit in 2021. Ms. Manor also served as Vice President of Finance & Product Chief Financial Officer for VeriFone Holdings Inc., where she managed several strategic roadmap initiatives. Ms. Manor holds a Bachelor of Arts in accounting from the College of Management Academic Studies, in Rishon LeZion, Israel.

“Sagit is a proven leader with substantial C-suite experience in the tech sector, and I am delighted to welcome her to the Tigo Board of Directors,” said Zvi Alon, chairman and CEO at Tigo Energy. “As we continue growing in the many geographies we serve and bring our programmatic approach to total quality solar wherever Tigo products are deployed, Sagit’s track record of leading global expansion will bolster aspects of both our strategy and our tactical execution. Tigo can be proud of attracting someone of Sagit’s caliber to the Board, and I look forward to leveraging her insights and leadership.”

“My excitement about joining the Tigo Board stems from the tremendous opportunity open to a company with solutions that span the residential, commercial, and utility solar segments, with an established customer base across the entire globe,” said Ms. Manor. “I’ve spent much of my career driving growth in new markets across several industries, and Tigo has the kind of global resilience that allows companies to expand and flourish even in the face of regional ups and downs. I look forward to applying my experience to help Tigo drive innovation and quality in solar energy, and to continue executing on its growth strategy.”

Tigo Energy, Inc. | 655 Campbell Technology Pkwy, Campbell, CA 95008 |1.408.402.0802 │ www.tigoenergy.com

 

About Tigo Energy, Inc.

Founded in 2007, Tigo is a worldwide leader in the development and manufacture of smart hardware and software solutions that enhance safety, increase energy yield, and lower operating costs of residential, commercial, and utility-scale solar systems. Tigo combines its Flex MLPE (Module Level Power Electronics) and solar optimizer technology with intelligent, cloud-based software capabilities for advanced energy monitoring and control. Tigo MLPE products maximize performance, enable real-time energy monitoring, and provide code-required rapid shutdown at the module level. The Company also develops and manufactures products such as inverters and battery storage systems for the residential solar-plus-storage market. For more information, please visit www.tigoenergy.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about our expectations and intentions with respect to future operations, products and services, expansion to new markets and geographies and the benefits associated with the appointment of Sagit Manor to Tigo’s Board of Directors; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “expected,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements are based upon the current beliefs and expectations of Tigo’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

In addition to factors previously disclosed, or that will be disclosed in, our reports filed with the SEC, factors which may cause actual results to differ materially from current expectations include, but are not limited to, our ability to effectively develop and sell our product offerings and services, our ability to compete in the highly-competitive and evolving solar industry; our ability to manage risks associated with seasonal trends and the cyclical nature of the solar industry; whether we continue to grow our customer base; whether we continue to develop new products and innovations to meet constantly evolving customer demands; our ability to acquire or make investments in other businesses, patents, technologies, products or services to grow the business and realize the anticipated benefits therefrom; our ability to meet future liquidity requirements; our ability to respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets into which we expand or otherwise operate in; our failure to attract, hire, retain and train highly qualified personnel in the future; and if we are unable to maintain key strategic relationships with our partners and distributors.

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the forward-looking statements contained herein are reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward-looking statements as a result of new information, future developments or otherwise occurring after the date of this communication.

Investor Relations Contacts

Matt Glover or Tom Colton
Gateway Group, Inc.
(949) 574-3860
TYGO@gateway-grp.com

Tigo Energy, Inc. | 655 Campbell Technology Pkwy, Campbell, CA 95008 |1.408.402.0802 │ www.tigoenergy.com

XML

Cover	Dec. 18, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 18, 2023
Entity File Number	001-40710
Entity Registrant Name	Tigo Energy, Inc.
Entity Central Index Key	0001855447
Entity Tax Identification Number	83-3583873
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	655 Campbell Technology Parkway
Entity Address, Address Line Two	Suite 150
Entity Address, City or Town	Campbell
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95008
City Area Code	408
Local Phone Number	402-0802
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	TYGO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false