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| Name | Symbol | Market | Type |
|---|---|---|---|
| SPI Energy Company Ltd | NASDAQ:SPI | NASDAQ | Depository Receipt |
| Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.766 | 0.7435 | 0.7598 | 0 | 00:00:00 |
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
|
||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including
area code:
N/A
(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:
| Written communications pursuant to Rule 425 under the Securities Act |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
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 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On January 23, 2025, SPI Energy Co., Ltd. (the “Company”) and Streeterville Capital, LLC (“Streeterville”) entered into the Fifth Addendum (the “Addendum”) to the March 6, 2024 Deed of Settlement (the “Deed of Settlement”), the May 24, 2024 Addendum to the Deed of Settlement, the July 15, 2024 Addendum to the Deed of Settlement, the September 13, 2024 Addendum to Deed of Settlement and the November 11, 2024 Addendum to Deed of Settlement. Pursuant to the Addendum, the $2,100,000 trigger payment shall be paid by the Company by June 30, 2025 by way of a number of staged payments. In the event that any payment due under the Addendum is not received in full by Streeterville on or before the respective due date, the Company shall incur a late fee of $1,000 per day for each day the payment remains outstanding.
The foregoing description of the terms of the Addendum does not purport to be complete and is qualified in its entirety by reference to the full text of the Addendum, which is filed as Exhibit 10.1 herewith.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Set forth below is a list of the exhibits to this Current Report on Form 8-K.
| 10.1 | Fifth Addendum to Deed of Settlement, dated January 23, 2025, by and between SPI Energy Co., Ltd. and Streeterville Capital, LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 |
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.
| SPI ENERGY CO., LTD. | |||
| February 11, 2025 | By: | /s/ Xiaofeng Peng | |
| Xiaofeng Peng | |||
| Chief Executive Officer | |||
| 3 |
Exhibit 10.1
Fifth Addendum to Deed of Settlement
THIS ADDENDUM to the 6 March 2024 Deed of Settlement (Deed of Settlement), the 24 May 2024 Addendum to Deed of Settlement (Addendum), the 15 July 2024 Second Addendum to Deed of Settlement (Second Addendum), the 13 September 2024 Third Addendum to Deed of Settlement (Third Addendum), and the 11 November 2024 Fourth Addendum to Deed of Settlement (Fourth Addendum) BETWEEN:
| (1) | Streeterville Capital, LLC, with its principal place of business at 303 East Wacker Drive, Suite 1040, Chicago, Illinois, 60601, United States of America (Streeterville); and |
| (2) | SPI Energy Co., Ltd., with its registered office at c/o Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman, Cayman Islands (SP/), (together, the Parties), |
is made on this 23rd day of January 2025 (the Fifth Addendum).
This Fifth Addendum is a part of the original Deed of Settlement and all defined terms used in this Fifth Addendum shall have the same meaning as in the Deed of Settlement.
All amounts are in USO.
THE PARTIES HEREBY AGREE AS FOLLOWS:
Effective from the 23rd day of January 2025,
| (1) | Clause 1(d) of the Deed of Settlement shall be amended to read as follows: |
“Trigger Payment” means the $2,100,000 payment SP/ agrees to make to Streeterville on the earlier of the following: (i) within five (5) business days of the closing of the SolarJuice /PO; (ii) within seven (7) calendar days of the date that SolarJuice is listed for trading; or (iii):
| a. | $25,000 on or before 31 January 2025; | |
| b. | $100,000 on or before 14 February 2025; | |
| c. | $125,000 on or before 28 February 2025; | |
| d. | $125,000 on or before 14 March 2025; | |
| e. | $125,000 on or before 28 March 2025; | |
| f. | $200,000 on or before 11 April 2025; | |
| g. | $200,000 on or before 25 April 2025; | |
| h. | $250,000 on or before 9 May 2025; | |
| i. | $250,000 on or before 23 May 2025; | |
| j. | $250,000 on or before 6 June 2025; | |
| k. | $250,000 on or before 20 June 2025; and | |
| l. | $200,000 on or before 30 June 2025.” |
| 23 January 2025 Fifth Addendum to Deed of Settlement between Streeterville and SPI | 1 |
| (2) | Clause 3(b)(vi) of the Deed of Settlement shall be amended to read as follows: |
“(vi) $2,100,000 Trigger Payment paid in the following amounts on the following dates:
| a. | $25,000 on or before 31 January 2025; | |
| b. | $100,000 on or before 14 February 2025; | |
| c. | $125,000 on or before 28 February 2025; | |
| d. | $125,000 on or before 14 March 2025; | |
| e. | $125,000 on or before 28 March 2025; | |
| f. | $200,000 on or before 11 April 2025; | |
| g. | $200,000 on or before 25 April 2025; | |
| h. | $250,000 on or before 9 May 2025; | |
| i. | $250,000 on or before 23 May 2025; | |
| j. | $250,000 on or before 6 June 2025; | |
| k. | $250,000 on or before 20 June 2025; and | |
| I. | $200,000 on or before 30 June 2025.” |
| (3) | Footnote (1) on page 4 of the Deed of Settlement (relating to clause 3(b)(vi)) shall be amended to read as follows: |
“Trigger Payment is due on the earlier of the following: (i) within five (5) business days of the closing of the SolarJuice /PO; (ii) within seven (7) calendar days of the date that SolarJuice is listed for trading; or (iii):
| a. | $25,000 on or before 31 January 2025; | |
| b. | $100,000 on or before 14 February 2025; | |
| c. | $125,000 on or before 28 February 2025; | |
| d. | $125,000 on or before 14 March 2025; | |
| e. | $125,000 on or before 28 March 2025; | |
| f. | $200,000 on or before 11 April 2025; | |
| g. | $200,000 on or before 25 April 2025; | |
| h. | $250,000 on or before 9 May 2025; | |
| i. | $250,000 on or before 23 May 2025; | |
| j. | $250,000 on or before 6 June 2025; | |
| k. | $250,000 on or before 20 June 2025; and | |
| I. | $200,000 on or before 30 June 2025.” |
| (4) | In the event that any payment due under this Fifth Addendum is not received in full by Streeterville on or before the respective due date, SPI shall incur a late fee of $1,000 per day for each day the payment remains outstanding. This late fee shall be payable to Streeterville in addition to the overdue payment amount and shall accrue daily until the full payment is received. | |
| (5) | The payment of $20,000 made by SPI to Streeterville on 17 January 2025, constitutes a restructuring fee. | |
| (6) | The remainder of the terms of the Deed of Settlement (together with its Schedules), Addendum, Second Addendum, Third Addendum and Fourth Addendum remain unchanged. |
| 23 January 2025 Fifth Addendum to Deed of Settlement between Streeterville and SPI | 2 |
IN WITNESS whereof this Fifth Addendum to Deed of Settlement has been entered into and delivered as a deed on the 23rd day of January 2025.
| SIGNED, SEALED AND DELIVERED |
Streeterville Capital, LLC | |
| AS A DEED IN THE PRESENCE OF: | ||
| /s/ Christopher Stalcup | /s/ John Fife | |
| Witness: Christopher Stalcup | Name: John Fife | |
| Title: President | ||
| SIGNED, SEALED AND DELIVERED |
SPI Energy Co., Ltd. | |
| AS A DEED IN THE PRESENCE OF: | ||
| /s/ Jamie Zhang | /s/ Xiaofang Peng | |
| Witness: Jamie Zhang | Name: Xiaofang Peng | |
| Title: CEO |
| 23 January 2025 Fifth Addendum to Deed of Settlement between Streeterville and SPI | 3 |
Cover |
Jan. 23, 2025 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jan. 23, 2025 |
| Entity File Number | 001-37678 |
| Entity Registrant Name | SPI Energy Co., Ltd. |
| Entity Central Index Key | 0001210618 |
| Entity Tax Identification Number | 20-4956638 |
| Entity Incorporation, State or Country Code | E9 |
| Entity Address, Address Line One | 4803 Urbani Ave. |
| Entity Address, City or Town | McClellan Park |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 95652 |
| City Area Code | (408) |
| Local Phone Number | 919-8000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Ordinary Shares |
| Trading Symbol | SPI |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
1 Year SPI Energy Chart |
1 Month SPI Energy Chart |
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