DENVER, Nov. 20, 2019 (GLOBE NEWSWIRE) — Real Goods Solar (OTCQX: RGSE), the exclusive worldwide manufacturer of the visually stunning POWERHOUSE™ Solar Shingle System, announced today that the Securities and Exchange Commission (the “SEC”) has qualified the Form 1-A offering statement originally filed on September 30, 2019 for a rights offering to its shareholders and warrant holders as of a record date of Wednesday, November 27, 2019. As a result, to be eligible to participate in the rights offering, a shareholder must own shares of Class A common stock as of 4:00 pm ET on Monday, November 25, 2019.
Under the rights offering, RGS plans to distribute to each of its Class A common stockholders and its holders of outstanding warrants to purchase Class A common stock ten non-transferable subscription rights for each one share of Class A common stock owned or purchasable under such warrants as of the record date. Each subscription right entitles the holder thereof to purchase one share of Series 1 non-convertible preferred stock at $10 per share. Each share of the preferred stock will earn a dividend representing a 12% annual yield on the purchase price, payable quarterly, in cash or in kind, and will have 100 votes on all matters submitted to a vote of the holders of Class A common stock. The Form 1-A offering statement covers an offering of up to $20,000,000 of the Series 1 preferred stock. The Company intends to use the proceeds for commercialization of its POWERHOUSE™ solar shingle and general corporate purposes. The Company intends the Series 1 preferred stock to be qualified to trade in the over-the-counter market and to be quoted on the OTCQX marketplace operated by OTC Markets Group.
Calendar for Real Goods Solar Rights Offering:
|Monday, November 25, 2019||Ownership Day, must be shareholder as of the market close at 4pm|
|Tuesday, November 26, 2019||Ex-Rights Day|
|Wednesday, November 27, 2019||Record Date|
|Monday, December 2, 2019||Subscription Period Begins|
|Thursday, December 16, 2019||Subscription Period Ends|
Details of the rights offering are set out in the Form 1-A filed with the SEC, which is available on the SEC’s web site here.
Real Goods Solar CEO Dennis Lacey said, “We are excited to be able to offer our shareholders and warrant holders the right to invest directly into RGS in order to help commercialize our award winning solar shingle and become the first mover in the Building Integrated Photovoltaic market.”
Real Goods Solar has engaged RHK Capital as Dealer-Manager for the offering, Mackenzie Partners as Information Agent and Continental Stock Transfer & Trust Company as Subscription Rights Agent. Questions about the rights offering or requests for copies of the offering circular, when available, may be directed to Mackenzie Partners at 800.322.2885 (toll-free in North America) or at +1 212.929.5500 or by email at [email protected].
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities. No money or other consideration is being solicited at this time, and if sent in response, will not be accepted. No offer to buy the Series 1 preferred stock or other securities will be accepted and no part of the purchase price can be received before the commencement of the subscription period for the rights offering. An offer to sell the Series 1 preferred stock will be made only under the final offering circular included in Real Goods Solar’s Form 1-A. A copy of the current final offering circular is available here and also may be obtained from Mackenzie Partners.
About RHK Capital
Advisory Group Equity Services, Ltd. (dba RHK Capital) was founded in 1984. RHK Capital is a boutique investment banking firm specializing in small to medium-sized transactions. RHK is led by a management team with extensive financial industry experience and a desire to provide companies and individuals with the tools and expertise to accomplish their financial goals. In addition to investment banking, RHK has grown to include businesses in general securities, emerging market securities, distressed and high yield debt securities, investment management, mortgages, and business lending. As a division of Advisory Group Equity Services (AGES), all securities are offered through Advisory Group Equity Services Ltd., a registered broker-dealer, member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation.
About Real Goods Solar, Inc.
Real Goods Solar, Inc. (OTCQX: RGSE) is America’s Original Solar Company and exclusive manufacturer of POWERHOUSE™, an innovative in-roof solar shingle using technology developed by The Dow Chemical Company.
For more information, visit RGSEnergy.com and RGSPOWERHOUSE.com, on Facebook at www.facebook.com/RGSEnergy and on Twitter at twitter.com/rgsenergy. Information on such websites and the websites referred to above in this press release is not incorporated by reference into this press release.
RGS Energy is the company’s registered trade name. RGS Energy files periodic and other reports with the SEC under its official name “Real Goods Solar, Inc.”
POWERHOUSE™ is a trademark of The Dow Chemical Company, used under license.
Forward-Looking Statements and Cautionary Statements
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including statements regarding the closing of and the net proceeds from the rights offering discussed herein. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they provide RGS Energy’s current beliefs, expectations, assumptions, forecasts, and hypothetical constructs about future events, and include statements regarding our future results of operations and financial position, business strategy, budgets, projected costs, plans and objectives of management for future operations. The words “plan,” “future,” “may,” “will,” “expect,” “hypothetical” and similar expressions as they relate to us are intended to identify such forward-looking statements.
Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved, if at all. Forward looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Therefore, RGS Energy cautions you against relying on any of these forward-looking statements.
Key risks and uncertainties that may cause a change in any forward-looking statement or that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include: the impact of the Series 1 preferred stock on Real Goods Solar and its shareholders, including with respect to the rights of holders of Class A common stock; whether recipients of subscription rights will exercise them to purchase shares of Series 1 preferred stock; the amount of proceeds RGS Energy will receive from the rights offering, if any; RGS Energy’s ability to pay dividends on the Series 1 preferred stock; and other risks and uncertainties included in RGS Energy’s filings with the SEC.
You should read the section entitled “Risk Factors” in our Form 1-A offering statement, in our 2018 Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019, each of which has been filed with the SEC, which identify certain of these and additional risks and uncertainties. Any forward-looking statements made by us in this press release speak only as of the date of this press release. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We do not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Investor Relations Contact
Managing Partner, CMA
- Bragar Eagel & Squire, P.C. Reminds Investors That Class Action Lawsuits Have Been Filed Against Insperity, Energy Recovery, Wins Finance, and Guidewire Software and Encourages Investors to Contact the Firm - August 5, 2020
- Infinera Corporation Announces CEO and Board Transition Plans - August 5, 2020
- CORRECTION – U.S. Well Services Announces Second Quarter 2020 Financial and Operational Results - August 5, 2020