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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): December 18, 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
December 18, 2023, the board of directors (the “Board”) of Tigo Energy, Inc. (the “Company”) increased
the number of directors that constitute the entire Board from six directors to seven directors and appointed Sagit Manor to the Board,
effective January 1, 2024.
Sagit
Manor, age 51, will serve as a member of our Board of Directors beginning in January 2024. Currently, Ms. Manor serves as the Chief Financial
Officer of Nayax Ltd. (Nasdaq & TASE: NYAX) (“Nayax”), a position she has held since June 2021. Prior to joining
Nayax, Ms. Manor served as Chief Executive Officer and Chief Financial Officer of Nyotron Information Security Ltd. (“Nyotron”),
from October 2017 to March 2021. Prior to Nyotron, Ms. Manor held multiple financial leadership positions at VeriFone Systems Inc., from
November 2006 to October 2017, and most recently served as Vice President of Finance and Product Chief Financial Officer from January
2015 to October 2017. Ms. Manor holds a Bachelor of Arts degree in Business and Accounting from the College of Management Academic Studies.
There
is no arrangement or understanding between Ms. Manor, on the one hand, and any other persons, on the other, pursuant to which Ms. Manor
was selected as a director of the Company. The Company is not aware of any transaction in which Ms. Manor has an interest requiring disclosure
under Item 404(a) of Regulation S-K.
Ms.
Manor will be entitled to compensation for service on the board on the same basis as all other non-employee directors of the Company.
In
addition, on December 19, 2023, the Company issued a press release announcing the appointment of Ms. Manor as a director of the Company.
A copy of the Company’s press release is attached hereto as Exhibit 99.1.
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:
December 19, 2023
|
TIGO ENERGY, INC. |
|
|
|
By: |
/s/
Bill Roeschlein |
|
Name: |
Bill Roeschlein |
|
Title: |
Chief Financial Officer |
2
Exhibit 99.1
Tigo Energy Appoints Sagit Manor to
Board of Directors
CAMPBELL, Calif. – December 19, 2023
– Tigo Energy, Inc. (Nasdaq: TYGO) ("Tigo" or the “Company”), a leading provider of intelligent solar
and energy storage solutions, has appointed Sagit Manor as an independent director on its Board of Directors, effective January 1, 2024.
Ms. Manor is an accomplished financial operations
and technology expert with more than 25 years of experience in executive roles including several at public companies. Currently,
Ms. Manor serves as Chief Financial Officer for Nayax Ltd., a global commerce enablement payments and loyalty platform provider for retailers,
a role in which she manages Nayax’s finances, investor relations, and cyber security, in addition to making significant contributions
to Nayax’s strategic decision-making process. In September 2022, Ms. Manor led Nayax’s dual-listing process to begin trading
on the Nasdaq Stock Market in addition to the Tel Aviv Stock Exchange (TASE).
Prior to Nayax, Ms. Manor served as Chief Executive Officer and Chief Financial
Officer at Nyotron Information Security Ltd., a developer of cybersecurity solutions software, where she led the company through several
financing rounds and a successful exit in 2021. Ms. Manor also served as Vice President of Finance & Product Chief Financial Officer
for VeriFone Holdings Inc., where she managed several strategic roadmap initiatives. Ms. Manor holds a Bachelor of Arts in accounting
from the College of Management Academic Studies, in Rishon LeZion, Israel.
“Sagit is a proven leader with substantial C-suite experience in
the tech sector, and I am delighted to welcome her to the Tigo Board of Directors,” said Zvi Alon, chairman and CEO at Tigo Energy.
“As we continue growing in the many geographies we serve and bring our programmatic approach to total quality solar wherever Tigo
products are deployed, Sagit’s track record of leading global expansion will bolster aspects of both our strategy and our tactical
execution. Tigo can be proud of attracting someone of Sagit’s caliber to the Board, and I look forward to leveraging her insights
and leadership.”
“My excitement about joining the Tigo Board stems from the tremendous
opportunity open to a company with solutions that span the residential, commercial, and utility solar segments, with an established customer
base across the entire globe,” said Ms. Manor. “I’ve spent much of my career driving growth in new markets across several
industries, and Tigo has the kind of global resilience that allows companies to expand and flourish even in the face of regional ups and
downs. I look forward to applying my experience to help Tigo drive innovation and quality in solar energy, and to continue executing on
its growth strategy.”
Tigo Energy, Inc. | 655 Campbell Technology
Pkwy, Campbell, CA 95008 |1.408.402.0802 │ www.tigoenergy.com
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 our expectations and intentions with respect to future operations, products and services, expansion to new markets
and geographies and the benefits associated with the appointment of Sagit Manor to Tigo’s Board of Directors; 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
Tigo Energy, Inc. | 655 Campbell Technology
Pkwy, Campbell, CA 95008 |1.408.402.0802 │ www.tigoenergy.com
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