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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): June 30, 2024

 

Complete Solaria, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40117   93-2279786
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)       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 Capital 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.

 

Effective August 16, 2024, Chief Operating Officer Brian Wuebbels has resigned from Complete Solaria, Inc. (the “Company”). On June 30, 2024, the Company entered into an employment extension agreement (the “Agreement”) with Mr. Wuebbels. Pursuant to the Agreement, Mr. Wuebbels’ current health benefits will continue through August 31, 2024, and Mr. Wuebbels will receive accelerated vesting of 208,115 of the 750,000 options that he was granted in April 2024.

 

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit Number   Description
10.1   Form of Employment Extension Agreement
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

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: July 5, 2024 By: /s/ Thurman J. Rodgers
  Thurman J. Rodgers
    Chief Executive Officer

 

 

2

 

 

Exhibit 10.1

 

 

June 30, 2024

 

Brian Wuebbels - bwuebbels@completesolar.com

1019 13th Street

Highland, IL 62249

 

Dear Brian,

 

You have rescinded and canceled your resignation letter, dated June 24, 2024. You hereby acknowledge that the resignation letter is void and was of no force or effect.

 

To ensure continuity and accurate release of the CSLR Q2 10Q financial statement, you and Complete Solaria have agreed to continue your employment through August 16, 2024.

 

The following employment extension terms will be provided, subject to Board approval, and take effect on July 5, 2024:

 

1.Continuation of your current salary and existing employment benefit coverage through August 16, 2024, and health benefits will continue through August 31, 2024.

 

2.Subject to Board approval and your continued employment with the Company through August 16, 2024, accelerated vesting 27.8% of the 750,000 shares granted to you on May 2, 2024, based on the following prorated offer calculation:

 

Vesting Information  Vesting Date  No. of Shares   Number of Days from 6/24/2024 
CEO Offer Letter Vesting Date  1/1/2025   1,129,636    191.00 
COO Offer Letter Grant  4/24/2024   750,000    61.00 
*Newly Proposed Vesting Date  8/16/2024   208,115    53.00 

 

*Based on prorated extension of COO Offer Shares = 27.8% or 53/191 * 750,000

 

Your remaining 379,676 grant options will be terminated effective August 16, 2024.

 

3.Nomination to the CSLR Board of Directors and 94,452 options as compensation for the Board seat, if approved by the Board.

 

4.These terms will amend the terms of the existing terms of your employment agreement with the Company and all other terms will remain in effect.

 

Best regards,

 

T.J. Rodgers

Executive Chairman and CEO

 

Linda M. DeJulio VP,

Quality and HR

 

Brian Wuebbels

Chief Operations Officer

Date of Employment Extension Offer Acceptance:                              

 

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Cover
Jun. 30, 2024
Document Type 8-K
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Document Period End Date Jun. 30, 2024
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
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
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  
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
Trading Symbol CSLRW
Security Exchange Name NASDAQ
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