REAL GOODS SOLAR, INC. (NASDAQ:RGSE) Files An 8-K Unregistered Sales of Equity Securities

REAL GOODS SOLAR, INC. (NASDAQ:RGSE) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02. Disclosure for Unregistered Sales of Equity Securities.

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As previously reported, on April 9, 2016, Real Goods Solar, Inc. (the “Company”) issued an aggregate of $10.75 million in principal amount and $10 million funding amount (reflecting an original issue discount of $750,000) of senior convertible notes due April 9, 2019 (the “2018 Notes”). The 2018 Notes are convertible at any time, at the option of the holders, into shares of the Company’s Class A common stock at a conversion price, initially and currently $1.26 per share. The Company previously reported the conversion features and terms of the 2018 Notes in its Current Report on Form 8-K filed on April 2, 2018 and these descriptions are incorporated herein by reference.

On July 6, 2018, holders of 2018 Notes converted an aggregate principal amount of $660,800 of the 2018 Notes into 524,456 shares of the Company’s Class A common stock. On July 6, 2018, holders of 2018 Notes converted an aggregate Additional Amount (as defined in the 2018 Notes) of $2,662,225 of the 2018 Notes into 2,112,879 shares of the Company’s Class A common stock.

As previously reported, the issuance of the shares of Class A common stock upon conversion of the 2018 Notes was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Securities Act Rule 506(b). The holders of the 2018 Notes are sophisticated, accredited investors and acquired the securities for their own accounts for investment purposes. Further, the transaction documents to which the holders purchased the 2018 Notes state that the securities in question have not been registered under the Securities Act and cannot be sold or otherwise transferred without registration or an exemption therefrom and provide for the placement of a restrictive legend on any stock certificates issued upon conversion of the 2018 Notes, subject to the terms of the transaction documents.

As required under the Registration Rights Agreement, dated April 9, 2018, that the Company entered into with the holders of the 2018 Notes, on April 27, 2018, the Company filed a registration statement on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) covering the resale of the shares of Class A common stock issuable under the 2018 Notes and the Series Q warrants issued in connection with the issuance of the 2018 Notes. The SEC declared the Registration Statement effective on May 4, 2018.

Item 8.01. Other Events

As of July 6, 2018, there were 28,392,400 shares of the Company’s Class A common stock issued and outstanding.

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