Item 1.01 Entry into a Material Definitive
Agreement.
On February 9, 2017,
Real Goods Solar, Inc. (the “Company”) closed the previously announced registered offering and sale of (a) units, “Primary
Units,” each consisting of one share of the Company’s Class A common stock, par value $0.0001 (the “Common Stock”),
and a Series M Warrant to purchase 75% of one share of Common Stock (the “Series M Warrants”), and (b) units, “Alternative
Units,” each consisting of a prepaid Series N Warrant to purchase one share of Common Stock (the “Series N Warrants,
and together with the Series M Warrants, collectively, the “Warrants”), and a Series M Warrant, pursuant to the Securities
Purchase Agreement, dated as of February 7, 2017, by and among the Company and several institutional and accredited investors.
As a result, the Company issued 1,650,000 Primary Units, 750,000 Alternative Units, 1,650,000 shares of Common Stock as part of
the Primary Units, Series M Warrants to purchase 1,800,000 shares of Common Stock, and Series N Warrants to purchase 750,000 shares
of Common Stock. The purchase price for a Primary Unit was $2.50 and the purchase price for an Alternative Unit was $2.49. The
Primary Units and the Alternative Units are referred to in this Current Report on Form 8-K collectively as the “Units.”
The Series M
Warrants are exercisable immediately after issuance and for a period of five years thereafter at an exercise price of $2.40
per whole share. The Series N Warrants are exercisable immediately after issuance and for a period of five years thereafter
at an exercise price of $2.50 per whole share, of which $2.49 per whole share was paid at the closing with $0.01 per share
payable upon exercise of the Series N Warrant. Subsequent to the execution of the Purchase Agreement, which was reported
along with the terms of the Warrants on the Company’s Current Report on Form 8-K filed February 8, 2017, the form of
Series M Warrant and the form of Series N Warrant were revised to remove Section 2(a) regarding voluntary adjustments to the
exercise price. The revised Series M Warrant and Series N Warrant are filed as Exhibits 4.1 and 4.2, respectively.
The Company offered
and sold the Units, the shares of Commons Stock and the Series M Warrants issued as part of the Primary Units, and the Series N
Warrants and the Series M Warrants issued as part of the Alternative Units pursuant to an effective registration statement on Form
S-3 (File No. 333-193718). The shares of Common Stock issuable upon exercise of the Warrants are also registered on the same registration
statement.
The Company received
net proceeds of approximately $5.5 million at the closing, after deducting commissions to the placement agents and estimated offering
expenses payable by the Company associated with the offering.
The Units were not
certificated. The shares of Common Stock were issued in electronic form and the Series M Warrants, the Series N Warrants, and the
Roth Warrant (as defined under Item 3.02 below) were issued in physical form separately at the closing. None of the Units, the
Series M Warrants, the Series N Warrants, or the Roth Warrant will be listed on any national securities exchange or other trading
market, and no trading market for the Units, the Series M Warrants, the Series N Warrants, or the Roth Warrant is expected to develop.
As previously reported,
Roth Capital Partners, LLC acted as placement agent for the offering. In connection with the closing of the offering, the Company
paid a cash fee of $419,475 to Roth Capital Partners, LLC. The Company also reimbursed $25,000 of expenses of Roth Capital Partners,
LLC. In addition, the Company issued the Roth Warrant to Roth Capital Partners, LLC as described under Item 3.02 below. The terms
of the Roth Warrant are set forth under Item 3.02 below and incorporated herein by reference.
The Company
previously reported the composition of the Units, the terms of the Warrants, and the terms of the offering under Item 1.01 of
its Current Report on Form 8-K filed on February 8, 2017, and such disclosure is incorporated herein by reference, subject to
the Warrant revisions discussed above.