8-K

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): February 26, 2015

REAL GOODS SOLAR, INC.

(Exact Name of Registrant as Specified in its Charter)

Colorado	001-34044	26-1851813
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

833 West South Boulder Road, Louisville, CO 80027-2452

(Address of Principal Executive Offices, Including Zip Code)

Registrant’s telephone number, including area code: (303) 222-8300

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 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))

Item 1.01 Entry into a Material Definitive Agreement.

On February 26, 2015, Real Goods Solar, Inc. (the “Company”), closed the previously announced offering and sale of units of the Company’s Class A common stock, par value $0.0001 per share, (the “Common Stock”), and warrants (each, a “Unit”), under the Securities Purchase Agreement, dated February 23, 2015 (the “Purchase Agreement”), between the Company and one institutional and accredited investor. Further, on February 27, 2015, the Company closed the related offering of Units to public investors. The purchase price for each Unit was $0.50.

The Company offered and sold the Units, the shares of Commons Stock and the warrants issued as part of the Units, and the shares of Common Stock issuable upon exercise of the warrants issued as part of the Units pursuant to an effective registration statement on Form S-3 (File No. 333-193718).

The Company received net proceeds of approximately $2.75 million at the closing, after deducting commissions to the placement agent and estimated offering expenses payable by the Company associated with the offering. In addition, the Company received approximately $800,000 of additional proceeds upon the exercise of Series B Warrants in connection with the closing of the offering.

As previously disclosed, WestPark Capital, Inc. acted as the placement agent for the offering (the “Placement Agent”) and in connection with the closing of the offering, the Company paid the Placement Agent an aggregate cash fee equal to $245,000. The Company has agreed to reimburse the Placement Agent’s expenses up to a maximum of $40,000.

The Company disclosed the composition of the Units, the terms of the warrants included in the Units and the terms of the offering under Item 1.01 of its Current Report on Form 8-K filed on February 24, 2015 and such disclosure is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements relating to matters that are not historical facts. Forward-looking statements may be identified by the use of words such as “expect,” “intend,” “believe,” “will,” “should,” “would” or comparable terminology or by discussions of strategy. While the Company believes its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results will not be materially different. Risks and uncertainties that could cause materially different results include, among others, whether holders of the warrants will exercise them for cash and other risks and uncertainties included in the Company’s filings with the Securities and Exchange Commission. The Company assumes no duty to update any forward-looking statements.

Item 3.02. Unregistered Sales of Equity Securities.

At the closing of the offering described above, the Company sold to the Placement Agent for an aggregate purchase price of $100, a warrant to purchase 560,000 shares of our Common Stock pursuant to the terms of the Placement Agency Agreement, dated February 23, 2015, between the Company and the Placement Agent (the “Placement Agent Agreement”). The issuance of the placement agent warrant was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, because the Company issued it to a sophisticated and accredited recipient and the Company placed a legend on the warrant certificate stating that the issuance of it and the shares of Common Stock underlying it has not been registered under the Securities Act and cannot be sold or otherwise transferred without registration or an exemption therefrom.

The Company disclosed the terms of the placement agent warrant and the Placement Agent Agreement under Item 1.01 of its Current Report on Form 8-K filed on February 24, 2015 and such disclosure is incorporated herein by reference.

Item 8.01. Other Events.

On February 27, Real Goods Solar. Inc. (the “Company”) issued a press release announcing that it has closed the previously announced public offering of its Class A common stock and Series A, B, C, D and E warrants. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release issued by Real Goods Solar, Inc. on February 27, 2015

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.

REAL GOODS SOLAR, INC.
By:	/s/ Dennis Lacey
	Dennis Lacey
	Chief Executive Officer and Acting Principal Financial Officer

Date: February 27, 2015

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by Real Goods Solar, Inc. on February 27, 2015

EX-99.1

Exhibit 99.1

RGS Energy Closes $3.5 Million Net Financing

LOUISVILLE, CO, February 27, 2015 – RGS Energy (NASDAQ: RGSE), one of the nation’s largest and most recognized rooftop installers of solar equipment, has completed the previously announced public offering of 7 million units consisting of its Class A common stock and Series A, B, C, D and E common stock warrants at a price of $0.50 per unit. WestPark Capital, Inc. acted as the exclusive placement agent in the offering.

The net proceeds to RGS Energy from the public offering is approximately $2.75 million, after deducting placement agent expenses, legal fees and other estimated offering expenses. In addition, participants exercised a portion of the Series B warrants, providing additional net proceeds of $800,000 to the company.

“This financing immediately strengthens our financial position by $3.5 million and provides the right, subject to certain conditions, to execute our ‘put option’ on the Series B warrants in the future for additional capital of over $7 million,” noted Dennis Lacey, CEO of RGS Energy. “As recently reported, we made progress with our cash management last quarter and this financing allows us to work with our vendors and other installation partners to convert our $55 million backlog into revenue and cash.”

This offering was conducted under a shelf registration statement on Form S-3 (File No. 333-193718), including a base prospectus previously filed and declared effective by the Securities and Exchange Commission (“SEC”). The final prospectus supplement relating to the offering was filed with the SEC on February 24, 2015 and is available on www.sec.gov.

About RGS Energy

RGS Energy (NASDAQ: RGSE) is one of the nation’s largest and most recognized rooftop installers of solar equipment, serving residential and small business customers in the mainland U.S. and Hawaii. Beginning with one of the very first photovoltaic panels sold in 1978, the company has installed tens of thousands of solar power systems. RGS Energy makes it very convenient for customers to save on their energy bill by providing a comprehensive solar solution, from design, financing, permitting and installation to ongoing monitoring, maintenance and support.

The company has 13 offices across the West and the Northeast and one in Hawaii. For more information, visit RGSEnergy.com, on Facebook at www.facebook.com/rgsenergy and on Twitter at www.twitter.com/rgsenergy. RGS Energy is a trade name and RGS Energy makes filings with the Securities and Exchange Commission under its official name “Real Goods Solar, Inc.” These documents are available on both the EDGAR section of the SEC’s website at www.sec.gov and the Investor Relations section of the company’s website at www.rgsenergy.com. For more information about the company, visit www.rgsenergy.com.

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Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they provide our current beliefs, expectations, assumptions and forecasts 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 “expect,” “future,” “intend,” “may,” “should” and similar expressions as they relate to us are intended to identify such forward-looking statements. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, without limitation, the following: our ability to satisfy the conditions of the Series B warrants allowing us to exercise our put option thereunder, whether holders of warrants sold in the offering described in this press release will exercise their warrants, our ability to convert backlog into revenue and cash, our ability to receive payment terms from equipment suppliers and third parties, and such other factors as discussed in throughout Part I, Item 1A, Risk Factors and Part II, Item 7, Management’s Discussion and Analysis of Financial Conditions and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2013, Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Quarterly Reports on Form 10-Q and the other documents that RGS Energy has filed with the SEC.

Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Media and Investor Relations Contact for RGS Energy:

Ron Both

Liolios Group, Inc.

Tel 1-949-574-3860

RGSE@liolios.com

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