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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): May 19, 2024

 

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 Global 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.

 

Departure of a Named Executive Officer – Chris Lundell

 

The Company previously announced in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 24, 2024 (the “Separation Date”), that Chris Lundell had stepped down as the Company’s Chief Executive Officer. Following the Separation Date, Mr. Lundell will continue to serve as a member of the board of directors of the Company. 

 

Subject to the terms of Mr. Lundell’s Separation Agreement, dated as of May 19, 2024, Mr. Lundell will be entitled to receive:

 

●cash severance in an amount equal to 6 months of his base salary in effect as of the Separation Date, payable in installments beginning on the date that is the 60th day following the Separation Date;

 

●reimbursement of COBRA premiums, if any, for up to twelve (12) months following the Separation Date, provided proof of COBRA enrollment and payment of COBRA premiums is submitted to the Company. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums could result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay Mr. C. Lundell on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the "Special Severance Payment"), for the remainder of the COBRA Payment Period. Such amount will be paid after this Agreement has been executed by all parties.

 

●350,000 stock options with 100,000 options vesting immediately. The remaining 250,000 stock options will vest monthly at 1/60th of the total value over five (5) years contingent upon continuing support to the Company; and

 

●retention of the 94,452 options that were granted to Mr. Lundell as a board member on December 3, 2023.

 

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: May 23, 2024  
   
  By: /s/ Thurman J. Rodgers
    Thurman J. Rodgers
    Chief Executive Officer

 

2

 

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May 19, 2024
Document Type 8-K
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Document Period End Date May 19, 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
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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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