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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
9, 2023
Tigo Energy, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-40710 |
|
83-3583873 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
655 Campbell Technology Parkway, Suite 150
Campbell, California |
|
95008 |
| (Address of principal executive offices) |
|
(Zip Code) |
(408) 402-0802
(Registrant’s telephone number, including area
code)
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communication 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-commencements 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 Symbols |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
TYGO |
|
The Nasdaq Stock Market LLC |
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 2.02 Results of Operations and Financial Condition.
On October 9, 2023, Tigo
Energy, Inc. (the “Company”) issued a press release announcing selected preliminary financial results for its fiscal third
quarter ended September 30, 2023. A copy of the Company’s press release containing this information is furnished as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference.
The information
contained in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under
that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
Dated: October 10, 2023
| |
TIGO ENERGY, INC. |
| |
|
| |
By: |
/s/ Bill Roeschlein |
| |
Name: |
Bill Roeschlein |
| |
Title: |
Chief Financial Officer |
2
Exhibit 99.1
Tigo Energy Announces
Preliminary Financial
Results and Reporting Date of November 7, 2023 for Fiscal Third Quarter 2023
CAMPBELL, Calif. – October 9, 2023 –
Tigo Energy, Inc. (“Tigo”), a leading provider of intelligent solar and energy storage solutions, today announced selected
unaudited preliminary financial results for its fiscal third quarter ended September 30, 2023. All information in this press release is
approximate due to the preliminary nature of the announcement and is subject to normal quarter-end accounting review.
“During the third quarter of fiscal 2023,
a significant number of customers requested that Tigo delay purchase order deliveries to the fourth quarter of 2023 or early 2024,”
said Zvi Alon, Chairman and CEO of Tigo. “We believe the inventory supply in the channel that we previously discussed remains elevated
and that these order pushouts reflect the ongoing inventory digestion that our customers are experiencing, along with a general market
slowdown affecting our customers in the quarter. Tigo also experienced a smaller number of unanticipated purchase order cancellations
and returns, which negatively impacted the quarter’s revenue to a lesser extent. As a result, our third quarter revenue will be
below the low end of our prior guidance range.”
For the fiscal third quarter of 2023, revenue
is now expected to be in the range of $17 to $18 million, compared to Tigo’s previous expectation of $41 to $45 million. Backlog,
which reflects contracted orders expected to be filled within the next twelve months, is expected to be within the range of $66 to $68
million as of the end of the third quarter of 2023. Tigo expects to report an adjusted EBITDA loss for the fiscal third quarter of 2023
but is unable to estimate such an amount until it completes its quarter-end financial close process.
These preliminary results for the fiscal third
quarter of 2023 are preliminary based on information available to management as of the date of this release, and are subject to further
change upon completion of standard quarter-end closing procedures. These results do not present all necessary information for an understanding
of Tigo’s financial condition as of the date of this release, or its results of operations for the third quarter of 2023. As Tigo
completes its quarter-end financial close process and finalizes its financial statements for the quarter, it will be required to make
judgments in a number of areas. It is possible that Tigo may identify items that require it to adjust the preliminary financial information
set forth above, and those adjustments could be material. Tigo does not intend to update any financial information prior to the release
of its final third quarter financial statement information.
Conference Call
Tigo will hold a conference call on Tuesday, November
7, 2023 at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time) to discuss its financial results for the third quarter ended September 30,
2023. Financial results will be issued in a press release prior to the call.
Tigo management will host the presentation, followed
by a question-and-answer period.
Date: Tuesday, November 7, 2023
Time: 4:30 p.m. Eastern Time (1:30 p.m.
Pacific Time)
Registration Link: Click here
to register
Please register online at least 10 minutes prior
to the start time. If you have any difficulty with registration or connecting to the conference call, please contact Gateway Group at
(949) 574-3860.
The conference
call will be broadcast live and available for replay here and via the Investor Relations section of Tigo’s website.
About
Tigo Energy, Inc.
Founded
in 2007, Tigo is a worldwide leader in the development and manufacture of smart hardware and software solutions that enhance safety, increase
energy yield, and lower operating costs of residential, commercial, and utility-scale solar systems. Tigo combines its Flex MLPE (Module
Level Power Electronics) and solar optimizer technology with intelligent, cloud-based software capabilities for advanced energy monitoring
and control. Tigo MLPE products maximize performance, enable real-time energy monitoring, and provide code-required rapid shutdown at
the module level. The Company also develops and manufactures products such as inverters and battery storage systems for the residential
solar-plus-storage market. For more information, please visit www.tigoenergy.com.
Forward-Looking
Statements
This press release
contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements
include, but are not limited to, statements about inventory supply and its impact on our customer shipments and our revenue for the fiscal
third quarter of 2023, statements about future financial and operating results, our plans, objectives, expectations and intentions with
respect to future operations, products and services; and other statements identified by words such as “will likely result,”
“are expected to,” “will continue,” “is anticipated,” “estimated,” “expected,”
“believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning.
These forward-looking statements are based upon the current beliefs and expectations of Tigo’s management and are inherently subject
to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally
beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking
statements.
In addition to factors
previously disclosed, or that will be disclosed in, our reports filed with the SEC, factors which may cause actual results to differ materially
from current expectations include, but are not limited to, our ability to effectively develop and sell our product offerings and services, our
ability to compete in the highly-competitive and evolving solar industry; our ability to manage risks associated with seasonal trends
and the cyclical nature of the solar industry; whether we continue to grow our customer base; whether we continue to develop new products
and innovations to meet constantly evolving customer demands; our ability to acquire or make investments in other businesses, patents,
technologies, products or services to grow the business and realize the anticipated benefits therefrom; our ability to meet future liquidity
requirements; our ability to respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in
international markets into which we expand or otherwise operate in; our failure to attract, hire, retain and train highly qualified personnel
in the future; and if we are unable to maintain key strategic relationships with our partners and distributors.
Actual results, performance
or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions
on which those forward-looking statements are based. There can be no assurance that the forward-looking statements contained herein are
reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor
of future performance as projected financial information and other information are based on estimates and assumptions that are inherently
subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth
herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward-looking statements as a result
of new information, future developments or otherwise occurring after the date of this communication.
Investor Relations Contacts
Matt Glover or Tom Colton
Gateway Group, Inc.
(949) 574-3860
TYGO@gateway-grp.com
3
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