Current Report Filing (8-k)
June 05 2018 - 4:37PM
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): June 4, 2018
REAL GOODS SOLAR, INC.
(Exact Name of Registrant as Specified
in its Charter)
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Colorado
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001-34044
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26-1851813
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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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110 16
th
Street, Suite 300,
Denver, CO 80202
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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 communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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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.
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Item 3.02. Disclosure for Unregistered Sales of Equity Securities.
As previously reported, on April 9, 2016, Real Goods Solar,
Inc. (the “Company”) issued an aggregate of $10.75 million in principal amount and $10 million funding amount (reflecting
an original issue discount of $750,000) of senior convertible notes due April 9, 2019 (the “2018 Notes”). The 2018
Notes are convertible at any time, at the option of the holders, into shares of the Company’s Class A common stock at a conversion
price, initially and currently $1.26 per share. The Company previously reported the conversion features and terms of the 2018 Notes
in its Current Report on Form 8-K filed on April 2, 2018 and these descriptions are incorporated herein by reference.
On May 9, 2018, holders of 2018 Notes converted an aggregate
principal amount of $263,000 of the 2018 Notes into 208,736 shares of the Company’s Class A common stock. On May 10, 2018,
holders of 2018 Notes converted an aggregate principal amount of $75,000 of the 2018 Notes into 59,526 shares of the Company’s
Class A common stock. On May 16, 2018, holders of 2018 Notes converted an aggregate principal amount of $100,000 of the 2018 Notes
into 79,368 shares of the Company’s Class A common stock. On June 4, 2018, holders of 2018 Notes converted an aggregate principal
amount of $250,000 of the 2018 Notes into 198,417 shares of the Company’s Class A common stock.
As previously reported, the issuance of the shares of Class
A common stock upon conversion of the 2018 Notes was exempt from registration under Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”), and Securities Act Rule 506(b). The holders of the 2018 Notes are sophisticated,
accredited investors and acquired the securities for their own accounts for investment purposes. Further, the transaction documents
pursuant to which the holders purchased the 2018 Notes state that the securities in question have not been registered under the
Securities Act and cannot be sold or otherwise transferred without registration or an exemption therefrom and provide for the placement
of a restrictive legend on any stock certificates issued upon conversion of the 2018 Notes, subject to the terms of the transaction
documents.
As required under the Registration Rights Agreement, dated April
9, 2018, that the Company entered into with the holders of the 2018 Notes, on April 27, 2018, the Company filed a registration
statement on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”)
covering the resale of the shares of Class A common stock issuable under the 2018 Notes and the Series Q warrants issued in connection
with the issuance of the 2018 Notes. The SEC declared the Registration Statement effective on May 4, 2018.
Item 8.01. Other Events
As of June 4, 2018, there were 10,897,892 shares of the Company’s
Class A common stock issued and outstanding.
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.
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REAL GOODS SOLAR, INC.
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By:
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/s/ Alan Fine
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Alan Fine
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Chief Financial Officer
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Date: June 5, 2018