Form 8-K - Current report
30 Abril 2024 - 3:01PM
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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):
April 24, 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.
Chief Executive Officer Transition
On April 24, 2024, the board of directors of the Company (the “Board”)
appointed Thurman J. Rodgers as Chief Executive Officer, effective as of April 24, 2024 (the “Effective Date”). As of the
Effective Date, Chris Lundell, Chief Executive Officer, and member of the Board, stepped down as Chief Executive Officer.
Item 5.02 Appointment of Certain Officers; Election of Directors; Departure
of Directors or Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Operations Officer
On April 24, 2024, Complete Solaria, Inc. (the “Company”) entered
into an executive employment agreement (the “Wuebbels Agreement”) with Brian Wuebbels to serve as Chief Operations Officer,
effective immediately. Mr. Wuebbels was promoted from his position as Chief Financial Officer of the Company to Chief Operations Officer
as of such date.
Pursuant to the Wuebbels Agreement. Mr. Wuebbels will be entitled to a
base salary of $330,000 per year, and he will be eligible for an annual bonus of 50% of his gross salary. Mr. Wuebbels is also expected
to be granted an option to purchase 750,000 shares of the Company’s common stock. The Wuebbels Agreement also provides that if Mr.
Wuebbels’s employment is terminated for any reason other than cause (as defined in the Wuebbels Agreement), death or disability,
or if such officer resigns for good reason (as defined in the Wuebbels Agreement), and provided that in either case such termination constitutes
separation from service (as defined in the Wuebbels Agreement) and the separation is not on or within 12 months following a change of
control, then subject to such officer executing a release agreement in Complete Solaria’s favor, and continuing to comply with all
of his obligations to Complete Solaria and its affiliates, he will receive the following benefits: (a) payment of Mr. Wuebbels earned
but unpaid base salary; (b) payment of such officer of any unpaid bonus, with respect to the fiscal year immediately preceding the fiscal
year in which such termination or such resignation occurs; (c) payment to such officer of any vested benefits to which he may be entitled
under any applicable plans and programs of the Company; (d) a severance payment equal to six months of Mr. Wuebbels then base salary plus
a pro rata portion of Mr. Wuebbels bonus with respect to the fiscal year in which such termination or such resignation occurs; (e) if
such officer timely and properly elects to continue group health care coverage under the Consolidated Omnibus Budget Reconciliation Act
of 1985 (“COBRA”), payment of Mr. Wuebbels COBRA premium expenses until the earliest of (i) the three-month
anniversary of the termination date; (ii) the date such officer is no longer eligible to receive COBRA continuation coverage; and (iii)
the date on which such officer becomes eligible to receive substantially similar coverage from another employer; and (f) the applicable
post-termination exercised period for any vested options will extend to the earlier of (i) the six-month anniversary of the termination
date, (ii) the expiration date of the option or (iii) earlier termination upon corporate transaction.
In addition, the Wuebbels Agreements provides that if Mr. Wuebbels employment
is terminated for any reason other than cause (as defined in the Wuebbels Agreement), death or disability, or if such officer resigns
for good reason (as defined in the Wuebbels Agreement), and provided that in either case such termination constitutes a separation from
service (as defined in the Wuebbels Agreement) and the separation is on or within12 months following a change of control, then subject
to such officer executing a release agreement in Complete Solaria’s favor, and continuing to comply with all of his obligations
to Complete Solaria and its affiliates, he will receive the following benefits: (a) payment of Mr. Wuebbels earned but unpaid base salary;
(b) payment of such officer of any unpaid bonus, with respect to the fiscal year immediately preceding the fiscal year in which such termination
or such resignation occurs; (c) payment to such officer of any vested benefits to which he may be entitled under any applicable plans
and programs of the Company; (d) a severance payment equal to 6 months of Mr. Wuebbels then base salary plus a pro rata portion of Mr.
Wuebbels bonus with respect to the fiscal year in which such termination or such resignation occurs; (e) if such officer timely and properly
elects to continue group health care coverage under COBRA, payment of Mr. Wuebbels COBRA premium expenses until the earliest of (i) the
three-month anniversary of the termination date; (ii) the date such officer is no longer eligible to receive COBRA continuation coverage;
and (iii) the date on which such officer becomes eligible to receive substantially similar coverage from another employer; (f) the applicable
post-termination exercised period for any vested options will extend to the earlier of (i) the 12-month anniversary of the termination
date, (ii) the expiration date of the option or (iii) earlier termination upon a corporate transaction; and (g) acceleration of 50% of
Mr. Wuebbels remaining unvested outstanding stock options subject to time-based vesting.
No arrangement or understanding exists between Mr. Wuebbels and any other
person pursuant to which Mr. Wuebbels was selected to serve as Chief Operations Officer of the Company. Other than the Wuebbels Agreement,
there have been no related party transactions between the Company or any of its subsidiaries and Mr. Wuebbels reportable under Item 404(a)
of Regulation S-K. Mr. Wuebbels has no family relationship with any of our directors or executive officers.
The foregoing description of the Wuebbels Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Wuebbels Agreement, a copy of which
will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2024
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: April 30, 2024 |
|
|
|
By: |
/s/ Thurman J. Rodgers |
|
|
Thurman J. Rodgers |
|
|
Chief Executive Officer |
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Apr. 24, 2024 |
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Document Period End Date |
Apr. 24, 2024
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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
|
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Entity Information, Former Legal or Registered Name |
Not Applicable
|
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 |
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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
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