Current Report Filing (8-k)
October 03 2016 - 6:33AM
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): October 3, 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 8.01. Other Events
This Current Report
on Form 8-K and the press release attached hereto as Exhibit 99.1 are being filed by the Company pursuant to Item 8.01,
“Other Events.” On October 3, 2016, Real Goods Solar, Inc. (the “Company”) issued a press release
announcing all of the Company’s Series A 12.5% Mandatorily Convertible Preferred Stock, stated value $1,000.00 per share
(“Preferred Stock”) had been converted into shares of the Company’s Class A common stock, par value $0.0001 per
share (the “Common Stock”). Through September 29, 2016, the originally issued 2,800 shares of Preferred Stock had been
converted into 1,583,940 shares of Common Stock at an average conversion price of $1.77.
In related news,
the Company announced that as of September 30, 2016, certain holders of the Company’s Series H Warrants had exercised such
warrants at the exercise price of $5.50 per share to acquire 285,454 shares of Common Stock for a total exercise value of $1,569,998.
The Preferred
Stock and the Company’s Series H Warrants were originally issued on September 14, 2016, as part of the Company’s unit
offering offered and sold pursuant to the Company’s Registration Statement on Securities and Exchange Commission Form S-1
(SEC File No. 333-211915) (the “Unit Offering”). The Series H Warrants are exercisable for a total of 509,086 shares
of Common Stock. The Company’s underwriter in the Unit Offering continues to hold options to acquire 140 units where each
unit is comprised of one share of Preferred Stock and one Series H Warrant to acquire shares of Common Stock. As of September 29,
2016, the underwriter’s right to acquire shares of Preferred Stock was converted to the right to acquire shares of Common
Stock at $1.55 per share, the conversion price in effect as of September 29, 2016.
Additionally,
the Company announced that effective September 30, 2016, holders of the Company’s Senior Secured Convertible Notes due April
2019 (the “Notes”), had converted principal and interest due under the Notes in the aggregate amount of approximately
$1.04 million to 596,472 shares of Common Stock at an average price of $1.74 per share of Common Stock. The Notes were originally
issued by the Company in April 2016 at an aggregate original value of $10 million.
At September 30,
2016, there were 3,128,682 shares of Common Stock issued and outstanding following the above noted conversion of shares of Preferred
Stock, exercise of Series H Warrants and the conversion of the Notes, all as described above.
A copy of
the press release is attached as Exhibit 99.1.
Item 9.01.
Financial Statements and
Exhibits
.
(d) Exhibits
Exhibit
No.
|
|
Description
|
|
|
99.1
|
|
Press Release issued by Real Goods Solar, Inc. on October 3, 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.
|
REAL GOODS SOLAR, INC.
|
|
|
|
|
By:
|
|
/s/ Michael J. McCloskey
|
|
|
|
Michael J. McCloskey
|
|
|
|
General Counsel
|
Date: October 3, 2016
EXHIBIT INDEX
Exhibit
No.
|
|
Description
|
|
|
99.1
|
|
Press Release issued by Real Goods Solar, Inc. on October 3, 2016
|