UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
On July 29, 2020, Sunrun Inc. (the “Company”) entered into a Subscription Agreement (the “Subscription Agreement”) with SK E&S Co., Ltd. (the “Subscriber”).
Pursuant to the Subscription Agreement, the Company agreed to issue and sell an aggregate of 2,074,688 shares of its common stock, par value $0.0001 per share (the “Shares”), at a price per share of $36.15, for a purchase price equal to $74,999,971.20 (the “Offering”). The closing of the Offering is expected to occur in August 2020.
Pursuant to the Subscription Agreement, unless counsel has issued an opinion that the Subscriber is not an affiliate, the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) within six (6) months after the closing of the Offering for purposes of registering the resale of the Shares. The Company agreed to use its reasonable efforts to cause this registration statement to be declared effective as soon as practicable after the filing thereof. The Company has agreed to be responsible for all fees and expenses incurred in connection with the registration of the Shares.
All of the Shares were offered and will be sold by the Company pursuant to an exemption from the registration requirements of the Securities Act 1933, as amended, provided by Regulation S.
The foregoing summary of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Subscription Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Subscription Agreement dated July 29, 2020, between Sunrun Inc. and SK E&S Co., Ltd. | |
| 99.1 | Press Release dated July 29, 2020 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SUNRUN INC. | ||
| By: | /s/ Jeanna Steele | |
| Jeanna Steele | ||
| General Counsel | ||
Date: July 30, 2020