Form 8-K - Current report
2023年12月14日 - 6:08AM
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2023-12-07
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2023-12-07
2023-12-07
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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 7, 2023
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 Select 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.
Appointment
of Chief Executive Officer
On December
7, 2023, Complete Solaria, Inc. (the “Company”) entered into an executive employment agreement (the “Lundell Agreement”)
with Chris Lundell to serve as Chief Executive Officer, effective immediately. Will Anderson ceased serving as Interim Chief Executive
Officer of the Company as of such date.
Pursuant
to the Lundell Agreement. Mr. Lundell will be entitled to a base salary of $450,000 per year, and he will be eligible for an annual bonus
of 75% of his gross salary. Mr. Lundell is also expected to be granted an option to purchase 3,000,000 shares of the Company’s common
stock. The Lundell Agreement also provides that if Mr. Lundell’s employment is terminated for any reason other than cause (as defined
in the Lundell Agreement), death or disability, or if such officer resigns for good reason (as defined in the Lundell Agreement), and
provided that in either case such termination constitutes a separation from service (as defined in the Lundell 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. Lundell 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. Lundell then base salary plus a pro rata portion of Mr. Lundell 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. Lundell COBRA premium expenses until the earliest of (i) the six-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 a corporate transaction.
In addition,
the Lundell Agreements provides that if Mr. Lundell employment is terminated for any reason other than cause (as defined in the Lundell
Agreement), death or disability, or if such officer resigns for good reason (as defined in the Lundell Agreement), and provided that in
either case such termination constitutes a separation from service (as defined in the Lundell Agreement) and the separation is 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. Lundell 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 12 months of Mr. Lundell
then base salary plus a pro rata portion of Mr. Lundell 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. Lundell COBRA
premium expenses until the earliest of (i) the 12-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. Lundell remaining unvested outstanding stock options subject to time-based vesting.
Mr. Lundell is the Founder of CMO Grow, a marketing
consultancy firm. Prior to that, he was the CMO at Vivint Solar, the President of the Americas at NEXThink, and CMO and COO at Domo. He
holds an MBA from Brigham Young University.
No arrangement or understanding
exists between Mr. Lundell and any other person pursuant to which Mr. Lundell was selected to serve as Chief Executive Officer of the
Company. Other than the Lundell Agreement, there have been no related party transactions between the Company or any of its subsidiaries
and Mr. Lundell reportable under Item 404(a) of Regulation S-K. Mr. Lundell has no family relationship with any of our directors or executive
officers.
The foregoing description of the Lundell
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lundell
Agreement, a copy of which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the year ended December
31, 2023.
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: December 13, 2023 |
|
|
By: |
/s/ Chris Lundell |
|
|
Chris Lundell |
|
|
Chief Executive Officer |
2
v3.23.3
Cover
|
Dec. 07, 2023 |
Document Type |
8-K
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Amendment Flag |
false
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Document Period End Date |
Dec. 07, 2023
|
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 |
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Pre-commencement Tender Offer |
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Pre-commencement Issuer Tender Offer |
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Entity Emerging Growth Company |
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Elected Not To Use the Extended Transition Period |
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|
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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Trading Symbol |
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Security Exchange Name |
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