ENPHASE ENERGY, INC. (NASDAQ:ENPH) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On December23, 2016, Enphase Energy, Inc. (the Company or
we) entered into an At Market Issuance Sales Agreement
(theSalesAgreement) with FBR Capital Markets Co.,
as sales agent (FBR), to which we may offer and sell, from
time to time through FBR, shares of our common stock par value
$0.00001 per share (theCommonStock) having an
aggregate offering price of up to $17.0million (the
Shares).
Under the Sales Agreement, FBR may sell Shares in sales deemed to
be at the market offerings as defined in Rule 415 promulgated
under the Securities Act of 1933, as amended, including sales
made directly on or through The NASDAQ Global Market, the
existing trading market for our common stock, sales made to or
through a market maker other than on an exchange or otherwise, in
negotiated transactions at market prices prevailing at the time
of sale or at prices related to such prevailing market prices,
and/or any other method permitted by law. We may instruct FBR not
to sell Shares if the sales cannot be effected at or above the
price designated by us from time to time.
We are not obligated to make any sales of the Shares under the
Sales Agreement. The offering of Shares to the Sales Agreement
will terminate upon the earlier of (a)the third year anniversary
of the date of the Sales Agreement, (b)the sale of all of the
Shares subject to the Sales Agreement, or (c)the termination of
the Sales Agreement by FBR or the Company, as permitted therein.
We will pay FBR a commission rate of up to 3.0% of the aggregate
gross proceeds from each sale of Shares and have agreed to
provide FBR with customary indemnification and contribution
rights. We will also reimburse FBR for certain specified expenses
in connection with entering into the Sales Agreement.
The foregoing description of the Sales Agreement is not complete
and is qualified in its entirety by reference to the full text of
such agreement, a copy of which is filed herewith as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by
reference. The opinion of our counsel regarding the validity of
the Shares that will be issued to the Sales Agreement is also
filed herewith as Exhibit 5.1.
This Current Report on Form 8-K shall not constitute an offer to
sell or the solicitation of an offer to buy the common stock
discussed herein, nor shall there be any offer, solicitation, or
sale of common stock in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K are
forward-looking statements that involve a number of risks and
uncertainties. Such forward-looking statements include statements
about the expected sale and purchase of securities described
herein and the Companys receipt of net proceeds therefrom. For
such statements, the Company claims the protection of the Private
Securities Litigation Reform Act of 1995. Actual events or
results may differ materially from the Companys expectations.
Factors that could cause actual results to differ materially from
the forward-looking statements include, but are not limited to,
the Companys ability to satisfy applicable closing conditions
under the Sales Agreement. Additional factors that could cause
actual results to differ materially from those stated or implied
by the Companys forward-looking statements are disclosed in the
prospectus supplement and accompanying prospectus and the
Companys reports filed with the Securities and Exchange
Commission.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit No. |
Description |
|
| 5.1 | Opinion of Cooley LLP | |
| 10.1 |
At Market Issuance Sales Agreement, dated December23, 2016, by and between Enphase Energy, Inc. and FBR Capital Markets Co. |
|
| 23.1 | Consent of Cooley LLP (included in Exhibit 5.1) |
About ENPHASE ENERGY, INC. (NASDAQ:ENPH)
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. ENPHASE ENERGY, INC. (NASDAQ:ENPH) Recent Trading Information
ENPHASE ENERGY, INC. (NASDAQ:ENPH) closed its last trading session down -0.10 at 1.13 with 1,607,181 shares trading hands.