ENPHASE ENERGY, INC. (NASDAQ:ENPH) Files An 8-K Entry into a Material Definitive Agreement

ENPHASE ENERGY, INC. (NASDAQ:ENPH) Files An 8-K Entry into a Material Definitive Agreement
Item 3.02. Entry into a Material Definitive Agreement.

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On February 4, 2018, Enphase Energy, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a certain investor (the “Investor”), to which the Company, in a private placement, agreed to issue and sell to the Investor 9,523,809 shares of the Company’s common stock (the “Common Stock”), at a price per share of $2.10 (the “Shares”), for gross proceeds of approximately $20.0 million (the “Private Placement”). The Company intends to use the net proceeds from the Private Placementfor general corporate purposes.

In connection with the Private Placement, the Company has granted certain registration rights to the Investor, to which, among other things, the Company will prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3 (the “Registration Statement”) to register for resale the Shares on or prior to April 2, 2018.

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

The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Purchase Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.

Item 3.02 Results of Operations and Financial Condition.

On a preliminary unaudited basis, the Company estimates that its cash and cash equivalents as of December 31, 2017 was approximately $29 million. The estimate is a preliminary estimate based on currently available information, subject to audit, and does not present all necessary information for a complete understanding of the Company’s financial condition as of December 31, 2017 or its results of operations for the year ended December 31, 2017.

The information in this Item 3.02 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 3.02 shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 3.02 Unregistered Sales of Equity Securities.

to the Private Placement described in Item 3.02 of this Current Report on Form 8-K, which description is incorporated by reference into this Item 3.02 in its entirety, the Company agreed to sell the Shares to one “accredited investor,” as that term is defined in the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration afforded by Section4(a)(2) of the Securities Act and Regulation S promulgated under the Securities Act and corresponding provisions of state securities or “blue sky” laws. The Investor represented that it is acquiring the Shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the Shares have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

Item 3.02. Financial Statements and Exhibits.

(d) Exhibits .

Enphase Energy, Inc. Exhibit
EX-10.1 2 enphase-securitiespurchase.htm EXHIBIT 10.1 Exhibit SECURITIES PURCHASE AGREEMENTThis Securities Purchase Agreement (this “Agreement”) is dated as of February 4,…
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Enphase Energy, Inc. is a provider of energy management solutions. The Company is engaged in designing, developing, manufacturing and selling microinverter systems for the solar photovoltaic industry. Its semiconductor-based microinverter system converts direct current (DC) electricity to alternating current (AC) electricity. Its microinverter system consists of three components: Enphase microinverters, an Envoy gateway and Enlighten cloud-based software. Its Enphase microinverters provide power conversion at the individual solar module level by a digital architecture that incorporates custom application specific integrated circuits (ASIC), specialized power electronics devices, and an embedded software subsystem. Envoy bi-directional communications gateway provides collecting and sending data to Enlighten software. Enlighten cloud-based software provides the capabilities to remotely monitor, manage, and maintain an individual system or a fleet of systems.

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