Item 1.01. Entry into a Material Definitive Agreement.
On July 9, 2014, Real Goods Solar, Inc., a Colorado corporation (the "Company"),
closed the private placement (the "Private Placement") contemplated by the
Securities Purchase Agreement (the "Securities Purchase Agreement") the Company
entered into on July 2, 2014 with unaffiliated investors identified therein
(each, an "Investor" and collectively, the "Investors"). At the closing the
Company issued 2,919,301 shares of Class A common stock (the "Common Stock") at
a purchase price of $2.40 per share, for approximately $7.0 million in the
aggregate, and Common Stock Purchase Warrants (the "Warrants") to purchase up to
an aggregate of 1,313,686 shares of Common Stock with an exercise price of $3.19
per such share underlying the Warrants. Eight of the Investors were affiliated
with the lead placement agent the Company retained for the Private Placement.
The transactions contemplated by the Securities Purchase Agreement, including
the issuance of the Common Stock and the Warrants, was not a "public offering"
as defined in Section 4(a)(2) of the Securities Act of 1933, as amended (the
"Securities Act"), and met the requirements to qualify for exemption under
Regulation D promulgated under the Securities Act.
Roth Capital Partners, LLC served as lead placement agent and Maxim Group LLC
served as co-placement agent in connection with the Private Placement.
Upon the closing of the Private Placement, the Company issued the Warrants. The
Warrants may be exercised, in whole or in part, upon the election of the holder
at any time beginning on January 9, 2015 and until January 9, 2020 at an initial
exercise price per share of $3.19, and may be exercised in a cashless exercise
under certain circumstances. The exercise price and number of shares of Common
Stock issuable under the Warrants are subject to anti-dilutive adjustments upon
the occurrence of certain events, such as stock splits. The Company may not
issue any shares of Common Stock upon exercise of the Warrants if the issuance
would exceed the aggregate number of shares of Common Stock the Company may
issue in the Private Placement under applicable NASDAQ rules unless the Company
first obtains shareholder approval to such issuance. The Warrants contain
provisions concerning the assumption of the Warrants in connection with a
Fundamental Transaction (as defined in the Warrant), and mandatory and voluntary
redemption of the Warrants under certain circumstances.
Upon closing of the Private Placement, the Company entered into a Registration
Rights Agreement (the "Registration Rights Agreement") with the Investors, which
sets forth the rights of the Investors to have their shares of Common Stock
purchased in the Private Placement and shares of Common Stock issuable upon
exercise of the Warrants registered with the Securities and Exchange Commission
(the "SEC") for public resale under the Securities Act.
Pursuant to the Registration Rights Agreement, the Company is required to file a
registration statement with the SEC (the "Registration Statement") within 35
days after the closing of the Private Placement, registering the total number of
shares of Common Stock purchased in the Private Placement and the shares of
Common Stock issuable upon exercise of the Warrants. The Company is required to
have the Registration Statement declared effective within 90 days after the date
of the closing of the Private Placement. The Company will also be required to
maintain the effectiveness of the Registration Statement until the earlier to
occur of (i) the fifth anniversary of the effectiveness of the Registration
Statement or (ii) the date on which all of the registrable securities covered by
the Registration Rights Agreement have been sold or transferred in a manner that
they may be resold without subsequent registration under the Securities Act.
The Registration Rights Agreement further provides that in the event that
(i) the Company has not filed the Registration Statement or a final prospectus
within the prescribed time period, (ii) the SEC has not declared effective the
Registration Statement within the prescribed time period, (iii) the Registration
Statement ceases to be effective and available to the investors under certain
circumstances, or (iv) the Company fails to timely file all reports required to
be filed by the Company under the Securities Exchange Act of 1934, as amended,
other than Current Reports on Form 8-K, the Company shall pay to the holders of
registrable securities, on the occurrence of each such event and on each monthly
anniversary thereof until the applicable event is cured, an amount in cash equal
to 1.0% of the aggregate purchase price paid by such Investor multiplied by the
percentage of such Investor's registrable securities that are not covered by the
Registration Statement, up to a maximum of 10.0% of such aggregate purchase
The Warrants and the Registration Rights Agreement contain ordinary and
customary provisions for agreements of this nature, such as covenants and
indemnification obligations, as applicable. The foregoing descriptions of the
Warrants and the Registration Rights Agreement do not purport to describe all of
the terms and provisions thereof and are qualified in their entirety by
reference to the forms of Warrant and the Registration Rights Agreement which
are filed as Exhibits 4.1 and 10.1, respectively, to the Company's Current
Report on Form 8-K filed on July 3, 2014, and are incorporated herein by
The disclosures set forth in Item 3.02 of this Current Report on Form 8-K are
hereby incorporated by reference into this Item 1.01.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosures set forth in Item 1.01 of this Current Report on Form 8-K are
hereby incorporated by reference into this Item 3.02.
On July 9, 2014, the Company issued and sold an aggregate of 2,919,301 shares of
Common Stock and Warrants to purchase an aggregate of 1,313,686 shares of Common
Stock for an aggregate purchase price of approximately $7.0 million in cash.
Investors represented in writing that they were accredited investors and
acquired the securities for their own accounts. A legend will be placed on the
stock certificates stating that the securities have not been registered under
the Securities Act and cannot be sold or otherwise transferred without
registration or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description of Exhibit
Exhibit 4.1 Form of Warrant, dated July 9, 2014 (Incorporated by reference to
Exhibit 4.1 to Real Goods Solar, Inc.'s Current Report on Form 8-K
filed July 3, 2014 (Commission File No. 001-34044))
Exhibit 10.1 Form of Registration Rights Agreement, dated July 9, 2014, among
Real Goods Solar, Inc. and the Investors (Incorporated by reference
to Exhibit 10.2 to Real Goods Solar, Inc.'s Current Report on Form
8-K filed July 3, 2014 (Commission File No. 001-34044))
Exhibit 99.1 Press Release, issued by Real Goods Solar, Inc. on July 9, 2014