Current Report Filing (8-k)
September 09 2016 - 9:21AM
Edgar (US Regulatory)
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): September 9, 2016
REAL GOODS
SOLAR, INC.
(Exact Name of Registrant
as Specified in its Charter)
|
|
|
|
|
Colorado
|
|
001-34044
|
|
26-1851813
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
833 W. South
Boulder Road, Louisville, CO 80027-2452
(Address of Principal
Executive Offices, Including Zip Code)
Registrant’s
telephone number, including area code: (303) 222-8300
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 (see General Instruction A.2. below):
¨
|
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))
|
Item 7.01.
|
Regulation FD Disclosure.
|
On September 9,
2016, Real Goods Solar, Inc. (the “Company”) issued a press release announcing the pricing of a public offering
2,800 units of securities (“Units”) where each Unit is comprised of one share of Series A 12.5% Mandatorily Convertible
Preferred Stock, stated value $1,000.00 per share, which is convertible into shares of the Company’s Class A common stock,
par value $0.0001 per share (the “Common Stock”), at an initial conversion price of $5.50, and one Series H Warrant
exercisable into 181.8181 shares of Common Stock at an initial exercise price of $5.50 in an underwritten public offering with each
Unit priced at $1,000.00 per Unit. A copy of the press release is attached as Exhibit 99.1.
A registration
statement relating to these securities has been filed with the Securities and Exchange Commission and has been declared effective.
The registration statement on Form S-1 may be accessed through the SEC’s website at www.sec.gov. Alternatively, copies of
the prospectus relating to this offering may be obtained from Roth Capital Partners, LLC, 888 San Clemente Drive, Suite 400, Newport
Beach, CA 92660.
This Current Report
on Form 8-K and the press release attached hereto are being furnished by the Company pursuant to Item 7.01. In accordance
with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K, including Exhibit 99.1,
shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liability of that section. In addition, this information shall not be deemed incorporated by reference
into any of the Company’s filings with the Securities and Exchange Commission, except as shall be expressly set forth by
specific reference in any such filing.
Item 9.01.
|
Financial Statements and Exhibits.
|
(d) Exhibits
|
|
|
Exhibit
No.
|
|
Description
|
99.1
|
|
Press Release issued by Real Goods Solar, Inc. on September 9, 2016
|
SIGNATURE
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.
|
By:
|
/s/ Alan Fine
|
|
|
Alan Fine
|
|
|
Principal Financial Officer and General Manager, Operations
|
Date: September 9, 2016
EXHIBIT INDEX
Exhibit
No.
|
|
Description
|
|
|
|
99.1
|
|
Press Release issued by Real Goods Solar, Inc. on September 9, 2016
|