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): June 18, 2024.
Complete Solaria, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-40117 | | 93-2279786 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| 45700 Northport Loop East, Fremont, CA | | 94538 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (510) 270-2507
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 obligations of the registrant under any of the following provisions:
| ☐ | Written communications 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-commencement 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 Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share | | CSLR | | The Nasdaq Global Market |
| | | | | |
| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | | CSLRW | | The Nasdaq Capital Market |
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 1.01 Entry into a Material Definitive Agreement
Common Stock Warrant
On June 18, 2024, a Warrant to Purchase Common Stock (the “Warrant”) was executed which certifies that Ayna.AI LLC (the “Purchaser”) is entitled to purchase 6,000,000 fully paid and nonassessable shares of Common Stock (the “Shares”) of Complete Solaria, Inc. (the “Company”) at the exercise price per share of $0.01, subject to the provisions and upon the terms and conditions set forth in the Warrant. The issuance of this Warrant by the Company to the Purchaser is in satisfaction of the compensation owed by the Company to the Purchaser for the Company under the terms of the Statement of Work, signed May 21, 2024 (and effective as of March 12, 2024), as incorporated into the Master Services Agreement, dated March 12, 2024. Under the Master Services Agreement and Statement of Work, the Purchaser will provide services in connection with the return of the Company to cash-flow positive performance.
The foregoing description of the Warrant does not purport to be complete and is qualified in its entirety by the terms and conditions of the Warrant, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
The foregoing description of the Statement of Work does not purport to be complete and is qualified in its entirety by the terms and conditions of the Statement of Work, the form of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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: June 24, 2024 | Complete Solaria, Inc. |
| | | |
| | By: | /s/ Thurman J. Rodgers |
| | | Thurman J. Rodgers |
| | | Chief Executive Officer |
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