As filed with the Securities and Exchange Commission
on June 3, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TIGO ENERGY, INC.
(Exact Name of Registrant as Specified in Its
Charter)
Delaware |
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83-3583873 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
655 Campbell Technology Parkway, Suite 150
Campbell, California 95008
(Address of Principal Executive Offices)(Zip
Code)
Tigo Energy, Inc. 2023 Incentive Plan
(Full title of the plan)
Bill Roeschlein
Chief Financial Officer
655 Campbell Technology Parkway, Suite 150
Campbell, California 95008
(Name and address of agent for service)
(408) 402-0802
(Telephone number, including area code, of agent
for service)
Copies to:
Joel Rubinstein
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
Telephone: (212) 819-8200 |
Laura Katherine Mann
White & Case LLP
609 Main Street
Houston, Texas 77002
Telephone: (713) 496-9700 |
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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☐ |
Non-accelerated filer |
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☒ |
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Smaller reporting company |
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☒ |
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Emerging growth company |
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☒ |
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement is filed by Tigo Energy,
Inc. (the “Company”) for the purpose of registering additional shares of common stock, par value $0.0001 per share, of the
Company (the “Common Stock”) under the Company’s 2023 Incentive Plan (the “2023 Incentive Plan”).
The number of shares of Common Stock reserved
for issuance under the 2023 Incentive Plan are subject to automatic increase on the first trading day of each calendar year, beginning
with calendar year 2024 by a number of shares of Common Stock equal to three percent (3%) of the total outstanding shares of Common Stock
on the last day of the prior calendar year (the “2023 Incentive Plan Evergreen Provision”). Pursuant to the 2023 Incentive
Plan Evergreen Provision, the number of shares of Common Stock available for issuance under the 2023 Incentive Plan was increased by 1,762,549
shares effective January 1, 2024. This Registration Statement registers the additional shares available for issuance under the 2023 Incentive
Plan as a result of the 2023 Incentive Plan Evergreen Provision.
Pursuant to Instruction E of Form S-8, the contents
of the Company’s prior registration statement on Form S-8 registering shares of the Common Stock under the 2023 Incentive Plan (File
No. 333-273897) is hereby incorporated by reference herein, and the information required by Part II of Form S-8 is omitted, except as
supplemented by the information set forth below.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
| * | As permitted by Rule 428 under
the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement omits the information specified
in Part I of Form S-8. The documents containing the information specified in this Part I of Form S-8 (“Plan Information”
and “Registrant Information and Employee Plan Annual Information”) will be sent or given to employees as specified by the
Securities and Exchange Commission (the “SEC”) pursuant to Rule 428(b)(1) under the Securities Act. Such documents are not
required to be and are not filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities
Act. The Registrant will provide a written statement to participants advising them of the availability without charge, upon written or
oral request, of the documents incorporated by reference in Item 3 of Part II hereof and including the statement in the preceding sentence.
The written statement to all participants will indicate the availability without charge, upon written or oral request, of other documents
required to be delivered pursuant to Rule 428(b) under the Securities Act, and will include the address and telephone number to which
the request is to be directed. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates
by reference in this Registration Statement the following:
| ● | the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed by the Company
with the SEC on March 21, 2024 (the “2023 Annual Report”); |
| ● | the information specifically incorporated by reference into the 2023 Annual Report from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 5, 2024, as supplemented by our Additional Definitive Proxy Materials on Schedule 14A, filed with the
SEC on April 19, 2024; |
| ● | the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed by the Company
with the SEC on May 14, 2024; |
| ● | the description of the Company’s capital stock contained in our Registration Statement on Form 8-A
(File No. 001-40710) as originally filed with the SEC on August 4, 2021 and any amendment or report filed for the purpose of updating
this information (including Exhibit 4.2 to our 2023 Annual Report), which description is incorporated herein by reference. |
All documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) prior to the filing of a post-effective amendment to which this Registration Statement relates, which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing or furnishing of such documents.
Any statement contained herein
or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Notwithstanding the foregoing,
no information is incorporated by reference in this Registration Statement where such information under applicable forms and regulations
of the SEC is not deemed to be “filed” under Section 18 of the Exchange Act or otherwise subject to the liabilities of that
section, unless the report or filing containing such information indicates that the information therein is to be considered “filed”
under the Exchange Act or is to be incorporated by reference in this Registration Statement.
Item 8. Exhibits.
Exhibit Number |
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Exhibit Description |
4.1 |
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Second Amended and Restated Certificate of Incorporation of Tigo Energy, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40710), filed with the Securities and Exchange Commission on May 30, 2023). |
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4.2 |
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Amended and Restated Bylaws of Tigo Energy, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-40710), filed with the Securities and Exchange Commission on May 30, 2023). |
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4.3 |
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2023 Equity Incentive Plan of Tigo Energy, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-40710), filed with the Securities and Exchange Commission on May 30, 2023). |
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5.1* |
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Opinion of White & Case LLP with respect to the legality of the Common Stock being registered. |
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23.1* |
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Consent of Deloitte & Touche LLP |
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23.2* |
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Consent of Frank, Rimerman + Co. LLP. |
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23.3* |
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Consent of White & Case LLP (included in Exhibit 5.1 to this Registration Statement). |
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24.1* |
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Power of Attorney of certain officers and directors (included on the signature page to this Registration Statement). |
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107* |
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Filing Fee Table. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Campbell, State of California on the 3rd day of June, 2024.
TIGO ENERGY, INC. |
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By: |
/s/ Zvi Alon |
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Name: |
Zvi Alon |
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Title: |
Chief Executive Officer and Chairman |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each of the undersigned constitutes and appoints each of Zvi Alon and Bill Roeschlein,
each acting alone, their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person
and in their name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 and all post-effective
amendments thereto, of Tigo Energy, Inc., and to file the same, with all exhibits thereto, and other document in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates
indicated.
Signature
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Title
of Capacities |
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Date |
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/s/
Zvi Alon |
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Chief Executive
Officer and Director |
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June 3,
2024 |
Zvi
Alon |
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(Principal
Executive Officer) |
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/s/ Bill Roeschlein |
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Chief Financial
Officer |
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June 3,
2024 |
Bill
Roeschlein |
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(Principal
Financial Officer and Principal Accounting Officer) |
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/s/ Tomer
Babai |
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Director |
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June 3,
2024 |
Tomer
Babai |
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/s/ Joan C.
Conley |
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Director |
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June 3,
2024 |
Joan
C. Conley |
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/s/ Sagit
Manor |
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Director |
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June 3,
2024 |
Sagit
Manor |
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/s/
Michael Splinter |
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Director |
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June 3,
2024 |
Michael
Splinter |
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/s/
Stanley Stern |
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Director |
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June 3,
2024 |
Stanley
Stern |
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/s/
John Wilson |
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Director |
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June 3,
2024 |
John
Wilson |
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II-3
Exhibit 5.1
![](https://www.sec.gov/Archives/edgar/data/1855447/000121390024049064/ex5-1_001.jpg)
June 3, 2024
Tigo Energy, Inc.
655 Campbell Technology Parkway, Suite 150
Campbell, California
Re: Tigo Energy, Inc. - Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as New York counsel to Tigo Energy, Inc., a Delaware
corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange
Commission (the “Commission”) of a registration statement on Form S-8 (the “Registration Statement”)
on the date hereof, relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”),
of 1,762,549 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company reserved for issuance
under the Company’s 2023 Incentive Plan (the “2023 Incentive Plan”).
This opinion letter is rendered in accordance
with the requirements of Item 601(b)(5) of Regulation S–K under the Securities Act, and no opinion is expressed herein as to any
matter pertaining to the contents of the Registration Statement or any related prospectus, other than as expressly stated herein with
respect to the issue of the Shares.
In connection with our opinion expressed below,
we have examined originals or copies certified or otherwise identified to our satisfaction of the following documents and such other documents,
corporate records, certificates and other statements of government officials and corporate officers of the Company as we deemed necessary
for the purposes of the opinion set forth in this opinion letter:
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(a) |
the Registration Statement; |
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(b) |
a copy of the Second Amended & Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on May 23, 2023,certified by the Secretary of the Company; |
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(c) |
a copy of the Bylaws of the Company as in effect on May 23, 2023, certified by the Secretary of the Company; |
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(d) |
a copy of the resolutions of the board of directors of the Company relating to, among other matters, the filing of the Registration Statement; and |
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(e) |
the 2023 Incentive Plan. |
We have relied, to the extent we deem such reliance
proper, upon such certificates or comparable documents of officers and representatives of the Company and of public officials and upon
statements and information furnished by officers and representatives of the Company with respect to the accuracy of material factual matters
contained therein which were not independently established by us. In rendering the opinion expressed below, we have assumed, without independent
investigation or verification of any kind, the genuineness of all signatures on documents we have reviewed, the legal capacity and competency
of all natural persons signing all documents, the authenticity and completeness of all documents submitted to us as originals, the conformity
to authentic, complete original documents of all documents submitted to us as copies, the truthfulness, completeness and correctness of
all factual representations and statements contained in all documents we have reviewed, the accuracy and completeness of all public records
examined by us, and the accuracy of all statements in certificates of officers of the Company that we reviewed.
Based upon the foregoing assumptions, and subject
to the qualifications and limitations stated herein, having considered such questions of law as we have deemed necessary as a basis for
the opinion expressed below, we are of the opinion that the Shares reserved for issuance pursuant to the 2023 Incentive Plan, as referenced
above, have been duly authorized for issuance and sale pursuant to the 2023 Incentive Plan by all necessary corporate action of the Company,
and when issued as provided under the 2023 Incentive Plan, they will be validly issued, fully paid and non-assessable.
The opinion expressed above is limited to questions
arising under the Delaware General Corporation Law. We do not express any opinion as to the laws of any other jurisdiction. The opinion
expressed above is limited to the matters stated in this opinion letter, and no opinion is implied or may be inferred beyond those expressly
stated in this opinion letter. This opinion letter is for your benefit in connection with the Registration Statement and may be relied
upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. The opinion expressed
above is as of the date hereof only, and we express no opinion as to, and assume no responsibility for, the effect of any fact or circumstance
occurring, or of which we learn, subsequent to the date of this opinion letter, including, without limitation, legislative and other changes
in the law or changes in circumstances affecting any party. We assume no responsibility to update this opinion letter for, or to advise
you of, any such facts or circumstances of which we become aware, regardless of whether or not they affect the opinion expressed in this
opinion letter.
We hereby consent to the filing of this opinion
letter with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not hereby admit that we are in
the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission
promulgated thereunder.
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Very truly yours, |
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/s/ White & Case LLP |
JR: LKM: MA: BM: CH
Exhibit 23.1
CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report dated March 21, 2024 relating to the financial statements of Tigo Energy, Inc., appearing in the Annual Report
on Form 10-K of Tigo Energy, Inc. for the year ended December 31, 2023.
/s/ Deloitte & Touche LLP
San Jose, California
June 3, 2024
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the incorporation by reference
in this Registration Statement on Form S-8 of our report dated March 10, 2023, except for the effects of the reverse recapitalization,
including the net loss per share, discussed in Note 3 and 5, as to which the date is March 21, 2024, relating to the consolidated balance
sheet of Tigo Energy, Inc. and Subsidiaries as of December 31, 2022, and the related consolidated statements of operations, convertible
preferred stock and changes in stockholders’ deficit and cash flows for the year then ended, which appears in Tigo Energy Inc.’s
Annual Report on Form 10-K for the year ended December 31, 2023.
/s/ Frank, Rimerman + Co. LLP
San Francisco, California
June 3, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Tigo Energy, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1 – Newly Registered Securities
Security Type | |
Security Class Title | |
Fee Calculation Rule | |
| |
Amount Registered(1) | | |
Proposed Maximum Offering Price per Unit(2) | | |
Maximum Aggregate Offering Price | | |
Fee Rate | |
Amount of Registration Fee | |
Equity | |
Common Stock, par value $0.0001 per share | |
Other | (2) |
| |
1,762,549 | (3) | |
$ | 1.34 | | |
$ | 2,361,815.66 | | |
$ | 0.00014760 | |
$ | 348.60 | |
Total Offering Amounts | |
| | |
| | | |
$ | 2,361,815.66 | | |
$ | 0.00014760 | |
$ | 348.60 | |
Total Fee Offsets |
| |
| | | |
| | | |
| | | |
| | |
| — | |
Net
Fee Due | |
| |
| |
| | | |
| | | |
| | | |
| | |
$ | 348.60 | |
(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock, par value $0.0001 per share (the “Common Stock”) of Tigo Energy, Inc. (the “Company” or the “Registrant”) that may become issuable under the terms of the Company’s 2023 Incentive Plan (the “2023 Incentive Plan”) by reason of any share split, share dividend, recapitalization or other similar transaction effected without the Company’s receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock. |
(2) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act, based upon the average of the high and low selling prices of the Common Stock on May 28, 2024, as reported on the Nasdaq Stock Market LLC. |
(3) |
Represents additional shares reserved for issuance authorized as of January 1, 2024 under the evergreen provision of the 2023 Incentive Plan. |
Table 2 – Fee Offset Claims and Sources
N/A
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