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SunPower Inc. entered into new financing arrangements that combine convertible debt and an equity purchase facility to raise capital and improve liquidity. The company signed a Standby Equity Purchase Agreement with YA II PN, LTD. under which it received a first pre-paid advance of $1.9 million and can receive up to $20 million in pre-paid advances via 0% convertible promissory notes, rising to an 18% rate only if there is an event of default.
The notes mature on January 27, 2027 and are convertible into common stock at a price tied to recent trading prices, subject to a floor. Subject to conditions, SunPower may also require the investor to buy up to $25 million of common stock under the equity facility through January 27, 2029, with Nasdaq “Exchange Cap” and 4.99% ownership limits on issuances.
SunPower will issue 175,000 commitment shares and paid a $50,000 fee. Separately, a trust controlled by CEO Thurman J. Rodgers purchased a $3.3 million 12% unsecured convertible note maturing on July 1, 2029, initially convertible at 540.5405 shares per $1,000 of principal, allowing a maximum of 1,783,783 shares if fully converted.
SunPower Inc. furnished an update outlining preliminary, unaudited financial results for Q4 2025 and fiscal 2025, along with guidance for 2026, via a press release attached as Exhibit 99.1. These figures are subject to completion of the company’s closing, accounting and reporting processes and may change before the final Form 10-K is filed.
The company highlights both GAAP and non-GAAP metrics in its preliminary results, emphasizing non-GAAP measures as a way to focus on core operating performance, with reconciliations provided in the press release. The forward-looking discussion covers expected revenue and operating income for Q4 2025, 2025 and 2026, revenue-per-employee goals, plans to raise its price-to-sales ratio, expectations for cash balances, the anticipated timing of the 2025 Form 10-K, and efforts to raise additional capital through debt and equity transactions. It also references integration and expected benefits of acquisitions such as Sunder Energy, Ambia Energy, the contemplated acquisition of Cobalt, and the Purelight sales force, as well as further cost control initiatives, all framed with substantial risk and uncertainty disclosures.
Complete Solaria, Inc. furnished an investor presentation after posting it to its website on September 22, 2025. The presentation contains information provided to investors that have agreed to purchase the company’s 7.00% Convertible Senior Notes due 2029, which are being issued in connection with Complete Solaria’s agreement to acquire Sunder Energy LLC.
The company emphasizes that the presentation includes forward-looking statements and refers investors to its recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for a detailed discussion of risks and uncertainties. The information in the presentation and this current report is being furnished under Regulation FD, is not deemed “filed” for liability purposes under the securities laws, and will not be incorporated into other SEC filings unless specifically referenced.
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, Inc. is registering 21,555,584 shares of common stock for issuance under its 2023 Equity Incentive Plan and 545,438 shares under its 2023 Employee Stock Purchase Plan. These shares are additional to those previously registered on an earlier Form S-8.
The filing also restates that directors and officers are indemnified to the fullest extent permitted under Delaware law through the company’s charter, bylaws, separate indemnification agreements, and directors’ and officers’ liability insurance, helping the company attract and retain board members and senior executives.
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.