UNITED STATES
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FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
Common Stock Warrant
On June 18, 2024, a Warrant to Purchase Common Stock (the “Warrant”) was executed which certifies that Ayna.AI LLC (the “Purchaser”) is entitled to purchase 6,000,000 fully paid and nonassessable shares of Common Stock (the “Shares”) of Complete Solaria, Inc. (the “Company”) at the exercise price per share of $0.01, subject to the provisions and upon the terms and conditions set forth in the Warrant. The issuance of this Warrant by the Company to the Purchaser is in satisfaction of the compensation owed by the Company to the Purchaser for the Company under the terms of the Statement of Work, signed May 21, 2024 (and effective as of March 12, 2024), as incorporated into the Master Services Agreement, dated March 12, 2024. Under the Master Services Agreement and Statement of Work, the Purchaser will provide services in connection with the return of the Company to cash-flow positive performance.
The foregoing description of the Warrant does not purport to be complete and is qualified in its entirety by the terms and conditions of the Warrant, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
The foregoing description of the Statement of Work does not purport to be complete and is qualified in its entirety by the terms and conditions of the Statement of Work, the form of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Form of Common Stock Warrant (2024) | |
| 10.2 | Form of Statement of Work (2024) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| Dated: June 24, 2024 | Complete Solaria, Inc. | |
| By: | /s/ Thurman J. Rodgers | |
| Thurman J. Rodgers | ||
| Chief Executive Officer | ||
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