UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 4, 2025, FTC Solar, Inc. (the “Company”) executed a term sheet (the “Term Sheet”) with AV Securities, Inc. (“AV”), pursuant to which AV agreed to purchase from the Company up to $10,000,000 in principal amount of senior secured promissory notes (the “Notes”) and warrants (the “Warrants”) to purchase up to 1,166,667 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).
The Term Sheet provides that the Notes will bear interest at the rate of 11% per annum, payable semi-annually in cash (or 13% per annum, payable semi-annually in kind at the Company’s option). The Notes will mature on the fifth anniversary of the issuance date. The Company’s obligations under the Notes will be secured by a lien on all present and future assets of the Company and its subsidiaries. In addition, the Term Sheet provides that the Warrants will have a tenor of ten years and will be exercisable for shares of Common Stock at an exercise price of $0.10 per share.
This proposed issuance of Notes and Warrants follows an issuance of senior secured promissory notes in an aggregate principal amount of $15 million and corresponding common stock purchase warrants which closed on December 4, 2024, as disclosed in the Company’s Current Report on Form 8-K filed on December 4, 2024, with the same investor and the substantially similar terms and conditions as the proposed issuance of Notes and Warrants contemplated by the Term Sheet.
The Term Sheet is binding by its terms but is subject to certain conditions to closing, including the negotiation and execution of definitive agreements, including the Notes, the Warrants, a securities purchase agreement, registration rights agreement, guaranty and security agreement.
The foregoing summary of the Term Sheet and the securities to be issued in connection therewith, does not purport to be complete and is qualified in its entirety by reference to the Term Sheet, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | Term Sheet, dated March 4, 2025, by and between FTC Solar, Inc. and AV Securities, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| FTC Solar, Inc. | ||||||
| March 10, 2025 | By: | /s/ Cathy Behnen | ||||
| Name: | Cathy Behnen | |||||
| Title: | Chief Financial Officer | |||||