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 17, 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 West 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 communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on April 14, 2016, Real Goods Solar, Inc. (the “Company”) received a letter from The NASDAQ Stock Market LLC (“Nasdaq”), notifying the Company that it no longer complied with Nasdaq Listing Rule 5550(b)(1) due to the Company’s failure to maintain a minimum of $2,500,000 in stockholders’ equity or meet the alternatives of market value of listed securities or net income from continuing operations. On July 7, 2016, Nasdaq granted the Company a 180-day extension to October 11, 2016 to comply with Nasdaq Listing Rule 5550(b).
On October 17, 2016, the Company received a letter from Nasdaq, notifying the Company that it did not meet the terms of the extension and that it would be subject to delisting unless it requests a hearing before a Nasdaq Listing Qualifications Panel (the “Panel”). Accordingly, the Company has requested a hearing. As a result, any suspension or delisting action will be stayed pending the issuance of the Panel decision and the expiration of any extension granted by the Panel. The Company’s Class A common stock currently remains listed on NASDAQ under the symbol RGSE. However, there can be no assurance that the Company will be able to regain compliance.
Item 8.01. Other Events.
In accordance with the terms of the Senior Secured Convertible Notes due April 1, 2019 (the “Notes”), on October 17, 2016 the Company’s board of directors approved, and authorized the Company’s officers to implement, a temporary reduction of the fixed conversion price of the Notes. On each of October 17, 2016 and October 20, 2016, the Company offered to holders (each, a “Holder”) of the Notes a temporary reduction of the fixed conversion price to $1.35 per share of the Company’s Class A common stock (the “Reduced Conversion Price”), in each case, for a period of 24 hours. As a result, Holders converted an aggregate of approximately $3.2 million of principal and interest due under the Notes at the Reduced Conversion Price and the Company issued 1,217,108 shares of the Company’s Class A common stock. The Company expects to continue to offer the Holders the ability to convert the remaining amounts owed under the Notes at the Reduced Conversion Price, or another amount of reduced fixed conversion price, as deemed appropriate and in the Company’s interest.
As of October 20, 2016, the Company has converted an aggregate of $6.7 million of principal and interest under the Notes and the Company has issued 4,246,458 shares of the Company’s Class A common stock at a conversion price of between $1.35 and $1.74 per share.
After giving effect to the conversions made as of October 20, 2016, there remain outstanding Notes with an aggregate principal amount of approximately $3.9 million. The following table updates previously reported information about the total number of shares of the Company’s Class A common stock issuable under the Notes if the Company elects to convert all remaining principal and interest under the Notes into shares of Class A common stock in lieu of paying cash. The following table assumes that from the date hereof: (a) installment payments of principal and interest are timely made on the last business day of every month beginning on October 31 2016, (b) no such regularly scheduled installment payments are accelerated or deferred, (c) the indicated conversion price remains the same until the Notes are paid in full, (d) the Holders do not convert the Notes at their election, and (e) no event of default occurs. This table is provided for illustrative purposes only, as it is unlikely that these assumptions will be fully accurate at all relevant times. The Company’s ability to convert principal, interest and any other amounts owed under the Notes into shares of Class A common stock in lieu of paying cash is contingent on the Company’s satisfying certain equity conditions set forth in the Notes. There can be no assurance that the Company will be able to satisfy such equity conditions.
| Assumed Conversion Price | Approximate Number of Shares Potentially Issuable | |
|
$2.00 |
1,960,000 | |
| $1.35 | 2,900,000 | |
| $1.00 | 3,920,000 | |
| $0.25 | 15,700,000 | |
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/ Alan Fine | |
| Alan Fine Principal Financial Officer | ||
Date: October 21, 2016