Form 8-K - Current report
July 08 2024 - 3:09PM
Edgar (US Regulatory)
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0001419612
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2024-07-08
2024-07-08
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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): July 8, 2024
SOLAREDGE
TECHNOLOGIES, INC.
(Exact name of registrant as specified
in its charter)
Delaware |
|
001-36894 |
|
20-5338862 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
1 HaMada Street, Herziliya Pituach, Israel |
|
4673335 |
(Address of Principal executive offices) |
|
(Zip Code) |
Registrant’s Telephone
number, including area code: 972 (9) 957-6620
Not Applicable
(Former name or former address, if changed
since last report.)
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 Instructions A.2
below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 435.425) |
¨ |
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)) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which
registered |
Common stock, par value $0.0001 per share |
SEDG |
Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§435.405 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. |
Indenture and Notes
On July 8, 2024, SolarEdge
Technologies, Inc. (the “Company”) sold to Goldman Sachs & Co. LLC, as representative (the
“Representative”) of the several initial purchasers (the “Initial Purchasers”), and the Initial Purchasers
purchased from the Company, $37 million aggregate principal amount of the Company’s 2.250% Convertible Senior Notes due 2029
(the “Notes”). The Notes were sold pursuant to the Initial Purchasers’ exercise of the option granted by the
Company to the Initial Purchasers to purchase additional Notes, solely to cover over-allotments, under the Purchase Agreement described in the Company's Form 8-K filed on June 28, 2024 (the "Prior 8-K"), which Form 8-K is incorporated
herein by reference.
The Notes were offered in a private placement in
reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), to the Initial Purchasers
for initial resale to persons reasonably believed to be qualified institutional buyers pursuant to an exemption from registration provided
by Rule 144A promulgated under the Securities Act. The offer and sale of the Notes and the Company’s common stock, par value
$0.0001 per share (the “common stock”), issuable upon conversion, if any, have not been registered under the Securities Act
or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable
exemption from such registration requirements. The issuance of common stock upon conversion, if any, is expected to be exempt from registration
pursuant to Section 3(a)(9) of the Securities Act. This Current Report on Form 8-K (this “Form 8-K”) does
not constitute an offer to sell nor the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any
state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
The Notes were issued pursuant to the
indenture, dated June 28, 2024 (the “Indenture”), between the Company and U.S. Bank Trust Company, National
Association, as trustee (the “Trustee”). The terms of the Indenture were described in the Prior 8-K. The terms of the
Notes are governed by the Indenture and have substantially the same terms as described in the Prior 8-K, including that the maximum
number of shares of the Company’s common stock issuable per $1,000 aggregate principal amount of Notes (after increase for a
make-whole fundamental change) is 37.8787, subject to adjustment as provided for in the Indenture.
The net proceeds from the offering of the
Notes were approximately $36.2 million, after deducting fees and estimated expenses. Separately, the Company has entered into
Additional Capped Call Transactions (as defined below). The Company used approximately $3.1 million of the net proceeds from this
offering to pay the cost of the Additional Capped Call Transactions. The Company intends to use the remainder of the net proceeds
from the offering for general corporate purposes.
Additional Capped Call Transactions
In connection with the Initial
Purchasers’ exercise of their option to purchase additional Notes, the Company entered into additional capped call
transactions (the “Additional Capped Call Transactions”) in the same form filed with, and on substantially the same
terms as described, in the Prior 8-K. Collectively, the Additional Capped Call Transactions cover, initially, the number of shares
of common stock initially underlying the Notes. The cost of the Additional Capped Call Transactions was approximately $3.1
million.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 above is
incorporated by reference into this Item 2.03.
| Item 3.02 | Unregistered
Sales of Equity Securities. |
The information set forth in Item 1.01 above is
incorporated by reference into this Item 3.02.
Safe Harbor Statement under the Private Securities Litigation Reform
Act of 1995
This Form 8-K contains forward looking statements
which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements
are often characterized by the use of words such as “believe,” “estimate,” “expect,” “intend,”
“may,” “plan,” “potential,” “predict,” “project,” “should,” “will,”
“would” or similar expressions and the negative or plural of those terms and other like terminology. Forward-looking statements
are only predictions based on our current expectations and our projections about future events. These forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements
to be materially different from those expressed or implied by the forward-looking statements. Given these factors, you should not place
undue reliance on these forward-looking statements. All information set forth in this Form 8-K is as of the date of this Form 8-K.
The Company undertakes no duty or obligation to update any forward-looking statements contained in this release, whether as a result of
new information, future events or changes in its expectations or otherwise, except as may be required by applicable law, regulation or
other competent legal authority.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
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.
|
SOLAREDGE TECHNOLOGIES, INC. |
|
|
Date: July 8, 2024 |
By: |
/s/ Ronen Faier |
|
Name: |
Ronen Faier |
|
Title: |
Chief Financial Officer |
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