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): (March 5, 2024)

SolarMax Technology, Inc.

(Exact name of registrant as specified in its charter)

3080 12th Street

Riverside, California 92507

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (951) 300-0788

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 obligations of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 8.01 Other Events.

On March 5, 2024, the underwriters of the initial public offering of SolarMax Technology, Inc. (the “Company”) purchased 539,950 shares of common stock upon the underwriters’ partial exercise of their over-allotment option at the initial public offering price of $4.00 per share.  Including proceeds from the sale of the additional shares, the aggregate gross proceeds from the offering was approximately $20 million, prior to deducting the underwriting discounts, commissions and offering expenses payable by the Company.  In connection with the sale of the additional shares, the Company issued to Kingswood, a division of Kingswood Capital Partners, LLC, the sole bookrunner for the offering, warrants to purchase 43,196 shares of common stock at an exercise price of $4.80 per share.

On March 5, 2024, the Company issued a press release announcing the sale of the over-allotment shares. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.

solarmax_ex991.htm EXHIBIT 99.1

SolarMax Technology, Inc. Announces Exercise of Overallotment Option from Initial Public Offering

Riverside, CA, March 5, 2024 –SolarMax Technology, Inc. (“SolarMax” or the “Company”) (Nasdaq SMXT), an integrated solar energy company, announced today that the underwriters of its recently completed initial public offering (“IPO”) of common stock have purchased 539,950 shares of common stock upon partial exercise of their option to purchase additional shares of common stock to cover over-allotments at the initial public offering price of $4.00 per share.

Including proceeds from the sale of the additional shares, the aggregate gross proceeds from the IPO were approximately $20 million, prior to deducting the underwriting discounts, commissions and offering expenses payable by the Company.

Kingswood, a division of Kingswood Capital Partners, LLC (“Kingswood”), acted as sole bookrunner for the offering.

A registration statement on Form S-1 (File No. 333-266206) relating to the offering has been filed with the U.S. Securities and Exchange Commission (the "SEC"), which was declared effective on February 12, 2024. The offering was made only by means of a prospectus. A copy of the final prospectus relating to the offering may be obtained on the SEC’s website at www.sec.gov and from Kingswood, by email at lciervo@kingswoodus.com or by calling 561-961-0505 or standard mail at Kingswood Capital Partners, LLC, 7280 W Palmetto Park Rd., Suite 301, Boca Raton, FL 33433.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About SolarMax Technology Inc.

SolarMax is an integrated solar and renewable energy company. A solar energy system retains the direct current (DC) electricity from the sun and converts it to alternating current (AC) electricity that can be used to power residential homes and commercial businesses. The solar business is based on the ability of the users of solar energy systems to save on energy costs and reduce their carbon imprint as compared with power purchased from the local electricity utility company. SolarMax was founded in 2008 to engage in the solar business in the United States and commenced operations in China in 2016. SolarMax’s United States operations primarily consist of the sale and installation of photovoltaic and battery backup systems for residential and commercial customers and sales of LED systems and services to government and commercial users. SolarMax’s China operations consist primarily of identifying and procuring solar farm projects for resale to third parties and performing EPC services primarily for solar farm projects. All of SolarMax’s revenues for 2022 and 2023 has been generated by its United States operations.

SolarMax’s website is www.solarmaxtech.com. Any information contained on, or that can be accessed through, our website or any other website or any social media is not a part of this press release.

About Kingswood

Kingswood U.S., part of the Kingswood Group, is a network of wealth management firms that includes SEC-registered investment advisors and a FINRA-licensed broker-dealer, Kingswood offers investment banking and advisory services along with comprehensive wealth management and business-building services, designed specifically for the independent financial advisor. Together with its parent company, the Kingswood Group has more than $13 billion in assets under management, and 400 registered individuals. Kingswood combines the resources and capital of a large financial services firm with the personalized touch and feel of a boutique company. Kingswood has earned a reputation as a firm built for advisors by advisors.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”) as well as Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended, that are intended to be covered by the safe harbor created by those sections. Forward-looking statements, which are based on certain assumptions and describe the Company's future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “would,” “could,” “seek,” “intend,” “plan,” “goal,” “project,” “estimate,” “anticipate,” “strategy,” “future,” “likely” or other comparable terms, although not all forward-looking statements contain these identifying words. All statements other than statements of historical facts included in this press release regarding the Company's strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Important factors that could cause the Company's actual results and financial condition to differ materially from those indicated in the forward-looking statements. Such forward-looking statements are subject to risk and uncertainties, including, but not limited to, those described in “Risk Factors,” “Management's Discussion and Analysis of Financial Condition and Results of Operations,” “Cautionary Note on Forward-Looking Statements” in the Registration Statement on Form S-1 filed with the SEC (Reg. No. 333-266206) and the final prospectus dated February 27, 2024. SolarMax undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events except as required by law. You should read this press release with the understanding that our actual future results may be materially different from what we expect.

Contact:

For more information, contact:

Stephen Brown, CFO

(951) 300-0711