Tigo Energy (NASDAQ: TYGO) monetizes patents in $17.75–17.95M deal

Rhea-AI Filing Summary

Tigo Energy, Inc. and its affiliate Tigo Energy AI Ltd. entered into a patent purchase agreement with Tigo Energy Innovations LLC under which they sold certain patents for a total price between $17,750,000 and $17,950,000. The structure includes $15,000,000 paid at the Initial Closing and a holdback of between $2,750,000 and $2,950,000 that will be paid not more than four months after the Initial Closing if specified conditions are satisfied.

In addition, the seller may receive up to $5,000,000 of royalty payments after the Initial Closing, subject to the agreement’s terms and conditions, and obtained a non-exclusive license to continue practicing the assigned patents in connection with its products. The parties also agreed to customary representations, warranties, covenants, confidentiality provisions and indemnification obligations.

Insights

Corporate transactions analyst

Patent sale provides cash proceeds and potential royalties while preserving a license to use the technology.

Tigo Energy agreed to sell certain patents for an aggregate price between $17,750,000 and $17,950,000. The consideration includes $15,000,000 paid at the Initial Closing and a holdback of between $2,750,000 and $2,950,000, payable not more than four months after the Initial Closing if the specified conditions are met.

The agreement also provides for up to $5,000,000 of royalty payments after the Initial Closing, subject to its terms and conditions, which means total economics depend on future performance under those terms. A non-exclusive grant-back license allows the seller to continue practicing the assigned patents in connection with its products, while ownership of the patents moves to the purchaser.

Customary representations, warranties, covenants, confidentiality and indemnification obligations allocate risk between the parties in a standard way for this type of intellectual property transaction. More detailed mechanics, including the conditions for release of the holdback and royalty triggers, are set out in the patent purchase agreement filed as an exhibit.

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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): December 16, 2025

Tigo Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40710		83-3583873
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

983 University Avenue, Suite B, Los Gatos, California		95032
(Address of principal executive offices)		(Zip Code)

(408) 402-0802

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication 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-commencements 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 Symbols		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		TYGO		The Nasdaq Stock Market LLC

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 1.01. Entry into a Material Definitive Agreement.

On December 16, 2025, Tigo Energy, Inc. (the “Company”) and Tigo Energy AI Ltd. (together with the Company, “Seller”) entered into a patent purchase agreement (the “Agreement”) with Tigo Energy Innovations LLC (the “Purchaser”), pursuant to which Seller sold to the Purchaser certain patents (the “Assigned Patents”) for an aggregate purchase price between $17,750,000 and $17,950,000 (determined in accordance with the terms of the Agreement), which shall be paid as follows: (i) $15,000,000 was paid at the initial closing (the “Initial Closing”), and (ii) between $2,750,000 and $2,950,000 (the “Holdback Amount”) will be paid not more than four (4) months following the Initial Closing; provided, that the Holdback Amount will only be paid upon the satisfaction of certain conditions. In addition, Seller is entitled to receive up to $5,000,000 of certain royalty payments after the Initial Closing, subject to the terms and conditions of the Agreement. Seller also received a non-exclusive grant-back license to practice the Assigned Patents in connection with Seller’s products.

Seller and the Purchaser have made customary representations and warranties and have agreed to certain covenants and confidentiality and indemnification obligations.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a redacted copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein in its entirety.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1#*		Patent Purchase Agreement, dated December 16, 2025, by and among Tigo Energy, Inc., Tigo Energy AI Ltd. and Tigo Energy Innovations LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

# Annexes, schedules and exhibits to this Exhibit omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

* The registrant has redacted provisions or terms of this exhibit pursuant to Regulation S-K Item 601(b)(10)(iv). While portions of the exhibit have been redacted, this exhibit includes a prominent statement on the first page of the exhibit that certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. The registrant agrees to furnish an unredacted copy of the exhibit to the SEC upon its request.

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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.

Dated: December 17, 2025

	TIGO ENERGY, INC.
	By:	/s/ Bill Roeschlein
	Name:	Bill Roeschlein
	Title:	Chief Financial Officer

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FAQ

What transaction did Tigo Energy (TYGO) announce on December 16, 2025?

Tigo Energy, Inc. and Tigo Energy AI Ltd. entered into a patent purchase agreement with Tigo Energy Innovations LLC, selling certain patents for a total price between $17,750,000 and $17,950,000.

How is the $17.75–17.95 million consideration structured for Tigo Energy (TYGO)?

The consideration includes $15,000,000 paid at the Initial Closing and a holdback between $2,750,000 and $2,950,000, payable not more than four months after the Initial Closing if conditions are satisfied.

Does Tigo Energy (TYGO) receive any royalties from the patent sale?

Yes. Under the agreement, the seller is entitled to receive up to $5,000,000 in royalty payments after the Initial Closing, subject to the terms and conditions of the patent purchase agreement.

Can Tigo Energy (TYGO) still use the patents it sold?

Yes. The seller received a non-exclusive grant-back license to practice the assigned patents in connection with its own products, allowing ongoing use of the patented technology.

What other obligations are included in Tigo Energy’s patent purchase agreement?

The seller and purchaser provided customary representations and warranties and agreed to covenants, confidentiality obligations and indemnification provisions as part of the patent purchase agreement.

Where can investors find the full details of Tigo Energy’s patent sale?

A redacted copy of the Patent Purchase Agreement, dated December 16, 2025, is filed as Exhibit 10.1 and is incorporated by reference in the current report.