Exhibit 99.1

 

 


RGS Energy Prices $3.3 Million Public Offering of Common Stock and Warrants

 

DENVER, CO, April 2, 2019

– RGS Energy (OTCQX: RGSE), the exclusive worldwide manufacturer of the visually stunning POWERHOUSE™ Solar Shingle System, today announced that it has entered into a securities purchase agreement for a registered offering of (A) “Primary Units,” each consisting of one share of Class A common stock, par value $0.0001, or “Common Stock,” and a Series R Warrant to purchase Common Stock, and (B) “Alternative Units,” each consisting of one prepaid Series S Warrant to purchase one share of Common Stock and a Series R Warrant to purchase Common Stock. The purchase price for a Primary Unit is $0.19 per unit and the purchase price for an Alternative Unit is $0.18 per unit, for expected aggregate gross proceeds of approximately $3.3 million.

 

Each Primary Unit consists of one share of Common Stock and a Series R Warrant to purchase one share of Common Stock at an exercise price of $0.20 per share. The Series S Warrants will be exercisable immediately after issuance and for a period of five years thereafter. Each Alternative Unit consists of a prepaid Series S Warrant to purchase one share of Common Stock and a Series R Warrant to purchase one share of Common Stock at an exercise price of $0.20 per share. The Series S Warrants will be exercisable immediately after issuance and for a period of five years thereafter at an exercise price of $0.19 per share, of which $0.18 per share will be paid at the closing with $0.01 per share payable upon exercise of the Series S Warrant.

 

Dawson James Securities, Inc. is serving as exclusive placement agent in the offering.

 

After RGS Energy pays the placement agent fees and estimated offering expenses, RGS Energy expects to receive net proceeds of approximately $2.9 million.

 

The offering is expected to close on or about April 2, 2019, subject to customary closing conditions. The warrants will not be separately listed for trading.

 

The offering is being conducted pursuant to a prospectus supplement and an accompanying prospectus filed as part of an effective shelf registration statement filed with the U.S. Securities and Exchange Commission (“SEC”). Copies of the prospectus supplement and the accompanying prospectus relating to the offering are available free of charge on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus may also be obtained from the offices of Dawson James Securities, Inc. at 1 North Federal Highway, Suite 500, Boca Raton FL, 3342.

 

This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer or sale of any securities, in any state or jurisdiction in which the offer, solicitation, or sale of securities would be unlawful. Any offers, solicitations of offers to buy, or sales of securities will only be made pursuant to the registration statement filed with the SEC, including the related prospectus.

 


The following information was filed by Real Goods Solar, Inc. (RGSE) on Tuesday, April 2, 2019 as an 8K 2.02 statement, which is an earnings press release pertaining to results of operations and financial condition. It may be helpful to assess the quality of management by comparing the information in the press release to the information in the accompanying 10-Q Quarterly Report statement of earnings and operation as management may choose to highlight particular information in the press release.

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