Unassociated Document
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
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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):
March
3, 2009
AKEENA SOLAR, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-52385
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90-0181035
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(I.R.S.
Employer Identification No.)
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16005
Los Gatos Boulevard
Los
Gatos, California 95032
(Address
of principal executive offices)
Registrant’s
telephone number, including area code:
(408) 402-9400
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General Instruction A.2. below):
¨ 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))
On March
3, 2009, Akeena Solar, Inc., a Delaware corporation (“Akeena”),
filed a Certificate of Designation with the Secretary of State of the State of
Delaware, in the form attached as Exhibit 4.2 to this Current Report on Form
8-K. The Certificate of Designation created and specified the rights
of the Series A Preferred Stock of Akeena, including the terms and
conditions on which shares of such preferred stock would convert into shares of
Common Stock of Akeena.
Item
8.01 Other Events.
On March
3, 2009, Akeena closed an offering of securities (the “Closing”)
pursuant to a securities purchase agreement with certain investors, dated
February 26, 2009. Net proceeds from
the offering are estimated to be $1.557 million, after deducting the
placement agents’ fees and estimated expenses.
In
accordance with the securities purchase agreement, Akeena sold units consisting
of an aggregate of (i) 1,785,714 shares of Common Stock at a price of $1.12
per share; (ii) 2,000 shares of Series A Preferred Stock which are convertible
into a maximum aggregate of 539,867 shares of Common Stock, depending upon the
volume weighted average trading price of Akeena Common Stock for a specified
period following the Closing; (iii) Series E Warrants to purchase up to
1,339,286 shares of Common Stock at a strike price of $1.34 per share, which
warrants are not exercisable until six months after the Closing and have a term
of seven years from the date of first exercisability; (iv) Series F Warrants to
purchase up to an aggregate of 540,000 shares of Common Stock (subject to
reduction share for share to the extent shares of Common Stock are issued upon
conversion of the Series A Preferred Stock) at a strike price of $1.12 per
share, which warrants are immediately exercisable and have a term of 150 trading
days from the Closing; and (v) Series G Warrants to purchase up to an aggregate
of 2,196,400 shares of Common Stock at a strike price of $1.12 per share, which
warrants are immediately exercisable and have a term of 67 trading days from the
Closing.
The
volume weighted average trading price on the Nasdaq Global Market (“VWAP”) of
Akeena’s Common Stock on March 3, 2009 was $0.8463. Because the VWAP
was less than $0.86 per share, the 2,000 shares of Series A Preferred Stock
of Akeena issued at the Closing have automatically and fully converted into
539,867 shares of Common Stock (the “Conversion
Shares”) in accordance with the terms of the Certificate of
Designation. As a result of issuance of the Conversion Shares, the
shares of Common Stock subject to purchase under the Series F Warrants will be
reduced by 539,867 shares, and only 133 shares of Common Stock will remain
subject to exercise under the Series F Warrants.
Warrants
outstanding prior to the Closing that Akeena originally issued in
March 2007 and May 2007 for the purchase of 588,010 shares of Common Stock
at a weighted average exercise price of $3.83 per share, are subject to
antidilution adjustment as a result of the issuance of the Common Stock, Series
A Preferred Stock and warrants at the Closing. As a result of the
issuance of the Conversion Shares, those outstanding warrants will become
exercisable for an aggregate of approximately 2,618,943 shares of Akeena Common
Stock at an exercise price of $0.86 per share.
The
foregoing is not a complete summary of the terms of the securities sold at the
Closing. Reference is made to the complete text of the securities
purchase agreement filed as Exhibit 10.1 and the form of warrant filed as
Exhibit 4.1 to the Current Report on Form 8-K filed by Akeena on February 26,
2009, and to the Certificate of Designation with respect to the Series A
Preferred Stock filed as Exhibit 4.2 to this Current Report on Form
8-K.
Item
9.01 Financial Statements and
Exhibits.
(d)
Exhibits
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Exhibit
No.
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Description
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4.2
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Certificate
of Designation with respect to Series A Preferred Stock, as filed on March
3, 2009
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5.2
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Legal
Opinion of DLA Piper LLP (US)
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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.
Date: March
3, 2009
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AKEENA SOLAR,
INC. |
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By:
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/s/ Gary
R. Effren |
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Gary
R. Effren, |
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Chief
Financial Officer |
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Exhibit
Index
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Exhibit
No.
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Description
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4.2
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Certificate
of Designation with respect to Series A Preferred Stock, as filed on March
3, 2009
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5.2
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Legal
Opinion of DLA Piper LLP (US)
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