Form 8-K - Current report

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): May 19, 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 5.02 Appointment of Certain Officers; Election of Directors; Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of a Named Executive Officer – Chris Lundell

The Company previously announced in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 24, 2024 (the “Separation Date”), that Chris Lundell had stepped down as the Company’s Chief Executive Officer. Following the Separation Date, Mr. Lundell will continue to serve as a member of the board of directors of the Company.

Subject to the terms of Mr. Lundell’s Separation Agreement, dated as of May 19, 2024, Mr. Lundell will be entitled to receive:

●

cash severance in an amount equal to 6 months of his base salary in effect as of the Separation Date, payable in installments beginning on the date that is the 60th day following the Separation Date;

●

reimbursement of COBRA premiums, if any, for up to twelve (12) months following the Separation Date, provided proof of COBRA enrollment and payment of COBRA premiums is submitted to the Company. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums could result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay Mr. C. Lundell on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the "Special Severance Payment"), for the remainder of the COBRA Payment Period. Such amount will be paid after this Agreement has been executed by all parties.

●

350,000 stock options with 100,000 options vesting immediately. The remaining 250,000 stock options will vest monthly at 1/60^th of the total value over five (5) years contingent upon continuing support to the Company; and

●

retention of the 94,452 options that were granted to Mr. Lundell as a board member on December 3, 2023.

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.

	Complete Solaria, Inc.

Dated: May 23, 2024

	By:	/s/ Thurman J. Rodgers
		Thurman J. Rodgers
		Chief Executive Officer

Cover	May 19, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 19, 2024
Entity File Number	001-40117
Entity Registrant Name	Complete Solaria, Inc.
Entity Central Index Key	0001838987
Entity Tax Identification Number	93-2279786
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	45700 Northport Loop East
Entity Address, City or Town	Fremont
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94538
City Area Code	510
Local Phone Number	270-2507
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	CSLR
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	CSLRW
Security Exchange Name	NASDAQ

- Details

Name:	us-gaap_StatementClassOfStockAxis=CSLR_WarrantsEachWholeWarrantExercisableForOneShareOfcommonStockAtExercisePriceOf11.50PerShareMember
Namespace Prefix:
Data Type:	na
Balance Type:
Period Type: