Complete Solaria Inc. SEC Filings

Complete Solaria, Inc. entered September 2025 Note Purchase Agreements to privately issue 7.00% Convertible Senior Notes due 2029 with an aggregate principal amount of $22,000,000 and commitments to purchase an additional $225,000. The 7.00% Notes are expected to be issued on or about September 23, 2025 under the Indenture dated September 16, 2024.

The filing describes events of default including missed interest or principal payments, failures to convert, failure to give required notices, certain bankruptcy or insolvency events, and judgments or indebtedness thresholds (notably judgments of $10,000,000 or indebtedness in excess of $10,000,000) that could accelerate obligations. Exhibits include a Membership Interest Purchase Agreement dated September 21, 2025, related seller note and form agreements, and a press release dated September 22, 2025.

Complete Solaria reported a sharp revenue increase following its acquisition of certain SunPower assets: revenue was $67.5 million for the quarter and $150.3 million for the 26-week period versus $4.5 million and $14.5 million a year earlier, and gross profit improved to $28.8 million for the quarter and $61.3 million year-to-date. The SunPower acquisition added identifiable intangible assets of $15.96 million and goodwill of $19.83 million, and the company reported a $51.8 million balance in contract assets, reflecting increased unbilled receivables and backlog.

Despite revenue growth, the company reported a net loss of $22.4 million for the quarter and $14.3 million for the 26 weeks, held $11.1 million of cash (excluding restricted cash), and had an accumulated deficit of $425.7 million. Total notes payable were $152.9 million and fair-value liabilities recorded on derivatives and warrants totaled approximately $100.4 million, contributing to volatile noncash charges. Management disclosed substantial doubt about going concern and stated plans to seek additional funding; the company is currently limited in its ability to use Form S-3 because of a prior late filing.

Complete Solaria, Inc. filed an 8-K dated 22-Jul-25 announcing that a press release (Exhibit 99.1) with preliminary, unaudited Q2 2025 results has been furnished under Items 2.02 and 7.01.

• The disclosure is furnished, not filed, so it is exempt from Section 18 liability and will not be automatically incorporated into other SEC filings.
• Management states that figures remain subject to quarter-end closing, accounting and reporting processes and may change once final GAAP statements are completed.
• The press release includes non-GAAP metrics; reconciliations to GAAP are provided in the exhibit.
• Forward-looking statements highlight goals of achieving positive non-GAAP operating profit, breakeven operating income, disciplined headcount targets and additional cost controls.
• Key risks cited: integration of acquired SunPower assets, ability to realise anticipated synergies, global market conditions and retention of key talent.

No quantitative revenue, margin or EPS figures are included in the filing itself.