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):
November
1, 2007
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 94032
(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))
The
information set forth in Item 3.02 of this Current Report on Form 8-K that
relates to the entry into material definitive agreements is incorporated by
reference into this Item 1.01.
Item
3.02 Unregistered
Sales of Equity Securities.
On
November 1, 2007, Akeena Solar, Inc. (“Akeena”)
agreed
to issue (i) 3,728,572 shares of its common stock and (ii) warrants to purchase
745,716 shares of its common stock (the “Warrants”)
pursuant to a Securities Purchase Agreement by and among Akeena and the
Investors (as defined therein) (the “Agreement”).
Akeena will receive aggregate gross proceeds of approximately $26.1 million
from
the sale of the common stock and Warrants. The Warrants are exercisable
beginning 180 days after the closing, have a term of 60 months, and have an
exercise price of $10.08 per share. The exercise price and the number of shares
subject to the Warrants are subject to adjustment based on various future
events, including on the basis of a weighted average formula anti-dilution
provision, which could cause the exercise price per share to decrease and the
number of shares of common stock subject to the Warrants to proportionately
increase, in the event that Akeena issues (or is deemed to issue) shares of
its
common stock within twelve months of the original issuance date of the Warrants
for a price per share that is less than the previously applicable exercise
price
of the Warrants. The Warrants also contain a cashless exercise feature if a
registration statement is not available to cover the resale of the shares
underlying the Warrants, subject to certain exceptions.
The
common stock and Warrants were offered solely to “accredited investors” as
defined in Regulation D promulgated under the Securities Act of 1933, as amended
(the “Act”),
in
reliance on the exemption from registration afforded by Rule 506 of Regulation
D. Pursuant to the Agreement, Akeena
agreed to file a registration statement covering the resale of the common stock
and the shares of common stock underlying the Warrants issued and issuable
to
the Investors no later than 30 days from the closing of the offering, and to
seek to have such registration statement declared effective no later than 90
days from the closing of the offering, or if Akeena's registration statement
is
reviewed by the Securities and Exchange Commission, 135 days from the closing
of
the offering.
In
connection with the private placement, Akeena expects to pay total commissions
in the form of cash fees totaling approximately $1,631,750 and in the form
of
warrants with a term of three years for the purchase of approximately
280,929 shares of its common stock at an exercise price of $10.08 per share.
The
foregoing is not a complete summary of the terms of the offering, the Agreement
or the Warrants described in this Item 3.02, and reference is made to the
complete text of the Agreement and the form of Warrant attached hereto as
Exhibits 10.1 and 4.1.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits
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Exhibit
No.
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Description
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4.1
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Form
of Warrant to Purchase Common Stock |
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10.1
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Securities
Purchase Agreement by and among Akeena Solar, Inc. and the Investors
(as
defined therein), dated as of November 1,
2007
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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:
November 2, 2007
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AKEENA
SOLAR, INC.
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By:
/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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4.1
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Form
of Warrant to Purchase Common Stock |
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10.1
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Securities
Purchase Agreement by and among Akeena Solar, Inc. and the Investors
(as
defined therein), dated as of November 1,
2007
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