TIGO ENERGY INC
For the period ended Dec 31, 2023. Filed Mar 21, 2024.
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FY2023 · Filed Mar 21, 2024
TYGO$0.69-9.2%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
a)
Financial Statements and Schedules: The required information is set forth in “Part 2, Item 8 – Financial Statements and Supplementary Data” in this Annual Report.
b)
Exhibits: The following exhibits are filed or furnished as an exhibit to this Annual Report on Form 10-K.
| Exhibit No. | Description |
| 2.1** | Merger Agreement, by and among Roth CH Acquisition IV Co., Tigo Energy, Inc. and Roth IV Merger Sub Inc., dated as of December 5, 2022 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 6, 2022). |
| 2.2 | Amendment No. 1 to Merger Agreement by and among Roth CH Acquisition IV Co., Tigo Energy, Inc. and Roth IV Merger Sub Inc., dated as of April 6, 2023 (incorporated by reference to Exhibit 2.2 to the Company’s Registration Statement on S-4/A (File No. 333-264811), filed with the SEC on April 20, 2023). |
| 3.1 | Second Amended and Restated Certificate of Incorporation of Tigo Energy, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 30, 2023). |
| 3.2 | Amended and Restated Bylaws of Tigo Energy, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on May 30, 2023). |
| 4.1 | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on S-4/A (File No. 333-264811), filed with the SEC on April 20, 2023). |
| 4.2† | Description of Securities. |
| 10.1 | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement on S-4/A (File No. 333-264811), filed with the SEC on April 20, 2023). |
| 10.2 | Amended and Restated Registration Rights Agreement, dated as of May 23, 2023, by and among Tigo Energy, Inc., CHLM Sponsor LLC, CR Financial Holdings, Inc., and each party listed under Holder on the signature pages thereto (incorporated by reference to Exhibit 10.2 the Company’s Current Report on Form 8-K, filed with the SEC on May 30, 2023). |
| 10.3† | Form of Lock-Up Agreement |
| 10.4+ | 2023 Equity Incentive Plan of Tigo Energy, Inc. (incorporated by reference to Exhibit 10.4 the Company’s Current Report on Form 8-K, filed with the SEC on May 30, 2023). |
| 10.5 | Promissory Note, dated as of December 5, 2022 (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the SEC on December 6, 2022). |
| 10.6 | 2008 Stock Plan of Tigo Energy, Inc. (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on S-4/A (File No. 333-264811), filed with the SEC on April 20, 2023). |
| 10.7+ | 2013 Officers and Directors Stock Plan Tigo Energy, Inc. (incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement on S-4/A (File No. 333-264811), filed with the SEC on April 20, 2023). |
| 10.8+ | Amended and Restated 2018 Stock Plan of Tigo Energy, Inc. (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on S-4/A (File No. 333-264811), filed with the SEC on April 20, 2023). |
| 10.9+ | Employment Agreement, by and between Zvi Alon and Tigo Energy, Inc. (incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on S-4/A (File No. 333-264811), filed with the SEC on April 20, 2023). |
| 10.10+ | Employment Agreement, by and between Bill Roeschlein and Tigo Energy, Inc. (incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement on S-4/A (File No. 333-264811), filed with the SEC on April 20, 2023). |
| 10.11 | Convertible Promissory Note Purchase Agreement, dated as of January 9, 2023, by and among Tigo Energy, Inc. and the purchasers identified therein (incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on S-4/A (File No. 333-264811), filed with the SEC on April 20, 2023). |
| 10.12 | Convertible Promissory Note, dated as of January 9, 2023 (incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on S-4/A (File No. 333-264811), filed with the SEC on April 20, 2023). |
| 10.13+ | Fiscal 2023 Executive Short Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 12, 2023). |
| 10.14+ | Form of Restricted Stock Unit Award Grant Notice (incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-8 (File No. 333-273897), filed with the SEC on August 10, 2023). |
| 10.15+ | Form of Stock Option Grant Notice (incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-8 (File No. 333-273897), filed with the SEC on August 10, 2023). |
| 10.16+ | Form of Non-Employee Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 4.10 to the Company’s Registration Statement on Form S-8 (File No. 333-273897), filed with the SEC on August 10, 2023). |
| 10.17+ | Form of Stock Appreciation Right Award Agreement for China Grantees (incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-8 (File No. 333-273897), filed with the SEC on August 10, 2023). |
| 10.18+ | Form of Stock Option Grant Notice for Israeli Participants (incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-8 (File No. 333-273897), filed with the SEC on August 10, 2023). |
| 10.19+ | Tigo Energy, Inc. Independent Director Compensation Policy (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, filed with the SEC on August 11, 2023). |
| 10.20 | Amendment to Convertible Promissory Note Purchase Agreement and Convertible Promissory Note, dated as of September 24, 2023, by and between Tigo Energy, Inc. and L1 Energy Capital Management S.à.r.l. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the SEC on November 7, 2023). |
| 10.21+ | Israeli Participants Sub-Plan to the Tigo Energy, Inc. 2023 Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the SEC on November 7, 2023). |
| 10.22†+ | Offer Letter of Employment, by and between Jeffrey Sullivan and Tigo Energy, Inc. |
| 16.1 | Letter from Marcum LLP to the Securities and Exchange Commission (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 30, 2023). |
| 21.1† | Subsidiaries of Tigo Energy, Inc. |
| 23.1† | Consent of Frank, Rimerman + Co. LLP. |
| 23.2† | Consent of Deloitte & Touche LLP. |
| 31.1† | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a). |
| 31.2† | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a). |
| 32.1* | Certification of Chief Executive Officer pursuant to Rule 13a-14(b)/15d-14(b). |
| 32.2* | Certification of Chief Financial Officer pursuant to Rule 13a-14(b)/15d-14(b). |
| 97.1† | Policy for the Recovery of Erroneously Awarded Compensation. |
| 101.INS† | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document |
| 101.SCH† | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| † Filed herewith. | |
|---|---|
| * Furnished herewith | |
| + | Indicates management contract or compensatory plan. |
| ** | Annexes, schedules and exhibits to this Exhibit omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
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