SunPower Inc 10-K for FY2023

SunPower Inc. (SPWR)

10-K 2024-04-01 For: 2023-12-31

Added on April 08, 2026

About this 10-K

SunPower Inc filed this 10-K on April 1, 2024, covering the fiscal year ended December 31, 2023 (FY2023).

Headline figures

Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $87.62M; up 31.8% from $66.48M a year earlier
Net loss: $269.56M; compared with a net loss of $29.48M a year earlier
Diluted EPS: -$4.94; compared with -$1.31 a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Delaware		93-2279786
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

45700 Northport Loop East, Fremont, California		94538
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading symbol	Name of each exchange on which registered
Common stock, par value $0.0001 per share	CSLR	The Nasdaq Global Market
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share‎	CSLRW	The Nasdaq Global Market

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

		PAGES
PART I.		1
Item 1.	Business	1
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	34
Item 1C.	Cybersecurity	34
Item 2.	Properties	35
Item 3.	Legal Proceedings	35
Item 4.	Mine Safety Disclosures	35
PART II.		36
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	36
Item 6.	Reserved	37
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	50
Item 8.	Financial Statements and Supplementary Data	51
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	103
Item 9A.	Controls and Procedures	103
Item 9B.	Other Information	104
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	104
PART III.		105
Item 10.	Directors, Executive Officers and Corporate Governance	105
Item 11.	Executive Compensation	110
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	125
Item 13.	Certain Relationships and Related Transactions, and Director Independence	134
Item 14.	Principal Accountant Fees and Services	135
PART IV.		136
Item 15.	Exhibits and Financial Statement Schedules	136
Item 16.	Form 10-K Summary	137
Signatures		138

	Years Ended December 31,						$			%
(in thousands)	2023			2022			Change			Change
Revenues	$	87,616		$	66,475		$	21,141			32	%
Cost of revenues⁽¹⁾		69,828			46,647			23,181			50	%
Gross profit		17,788			19,828			(2,040	)		(10	)%
Gross margin %		20	%		30	%					(10	)%
Operating expenses:
Sales commissions		31,127			21,195			9,932			47	%
Sales and marketing⁽¹⁾		6,920			6,156			764			12	%
General and administrative⁽¹⁾		32,099			13,634			18,465			135	%
Total operating expenses		70,146			40,985			29,161			71	%
Loss from continuing operations		(52,358	)		(21,157	)		(31,201	)		147	%
Interest expense⁽²⁾		(14,033	)		(4,986	)		(9,047	)		181	%
Interest income		36			5			31			*
Other expense, net⁽³⁾		(29,862	)		(1,858	)		(28,004	)		*
Loss from continuing operations before taxes		(96,217	)		(27,996	)		(68,221	)		244	%
Income tax benefit (provision)		20			(27	)		47			(174	)%
Net loss from continuing operations	$	(96,197	)	$	(28,023	)	$	(68,174	)		243	%

Consolidated Financial Statements	Page

Report of Independent Registered Public Accounting Firm (PCAOB ID 34)	52

Consolidated Balance Sheets as of December 31, 2023 and 2022	53

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2023 and 2022	54

Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2023 and 2022	55

Consolidated Statements of Cash Flows for the for the Years Ended December 31, 2023 and 2022	56

Notes to Consolidated Financial Statements	57

	December 31,
	2023			2022
ASSETS
Current assets:
Cash and cash equivalents	$	2,593		$	4,409
Accounts receivable, net		26,281			27,717
Inventories		3,058			13,059
Prepaid expenses and other current assets		5,817			10,071
Total current assets		37,749			55,256
Restricted cash		3,823			3,907
Property and equipment, net		4,317			3,476
Operating lease right-of-use assets		1,235			2,182
Other noncurrent assets		198			1,330
Long-term assets held for sale - discontinued operations		-			162,032
Total assets	$	47,322		$	228,183

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	13,122		$	14,474
Accrued expenses and other current liabilities		27,870			19,830
Notes payable, net ⁽¹⁾		28,657			20,403
Deferred revenue, current		2,423			5,407
Short-term debt with CS Solis		33,280			-
Forward purchase agreement liabilities ⁽²⁾		3,831			-
Total current liabilities		109,183			60,114
Warranty provision, noncurrent		3,416			3,214
Warrant liability		9,817			14,152
Deferred revenue, noncurrent		1,055
Long-term debt with CS Solis		-			25,204
Convertible notes, net, noncurrent		-			3,434
Convertible notes, net due to related parties, noncurrent		-			15,510
Operating lease liabilities, net of current portion		664			1,274
Total liabilities		124,135			122,902

Commitments and contingencies (Note 18)

Stockholders’ (deficit) equity:
Common stock, $0.0001 par value; Authorized 1,000,000,000 and 60,000,000 shares as of December 31, 2023 and December 31, 2022, respectively; issued and outstanding 49,065,361 and 19,932,429 shares as of December 31, 2023 and December 31, 2022, respectively		7			3
Additional paid-in capital		277,965			190,624
Accumulated other comprehensive loss		143			27
Accumulated deficit		(354,928	)		(85,373	)
Total stockholders’ (deficit) equity		(76,813	)		105,281
Total liabilities and stockholders’ equity	$	47,322		$	228,183

	Fiscal Years Ended December 31,
	2023			2022
Revenues	$	87,616		$	66,475
Cost of revenues		69,828			46,647
Gross profit		17,788			19,828
Operating expenses:
Sales commissions		31,127			21,195
Sales and marketing		6,920			6,156
General and administrative		32,099			13,634
Total operating expenses		70,146			40,985
Loss from continuing operations		(52,358	)		(21,157	)
Interest expense⁽¹⁾		(14,033	)		(4,986	)
Interest income		36			5
Other expense, net⁽²⁾		(29,862	)		(1,858	)
Total Other expense		(43,859	)		(6,839	)
Loss from continuing operations before income taxes		(96,217	)		(27,996	)
Income tax benefit (provision)		20			(27	)
Net loss from continuing operations		(96,197	)		(28,023	)
Loss from discontinued operations, net of tax		(25,853	)		(1,454	)
Impairment loss from discontinued operations		(147,505	)		–
Net loss from discontinued operations, net of taxes		(173,358	)		(1,454	)
Net loss		(269,555	)		(29,477	)
Other Comprehensive income:
Foreign currency translation adjustment		116			27
Comprehensive loss (net of tax)	$	(269,439	)	$	(29,450	)
Net loss from continuing operations per share attributable to common stockholders, basic and diluted	$	(3.89	)	$	(1.24	)
Net loss from discontinued operations per share attributable to common stockholders, basic and diluted	$	(1.05	)	$	(0.07	)
Net loss per share attributable to common stockholders, basic and diluted	$	(4.94	)	$	(1.31	)
Weighted-average shares used to compute net loss per share attributable to common stockholders’, basic and diluted		24,723,370			22,524,400

	Redeemable Convertible Preferred Stock						Common Stock					Additional Paid-in-			Accumulated			Accumulated Other Comprehensive		Total Stockholders’ Equity
	Shares			Amount			Shares		Amount			Capital			Deficit			Income		(Deficit)
Balance as of January 1, 2022		—		$	—			9,806,143	$	2		$	34,504		$	(55,896	)	$	—	$	(21,390	)
Issuance of Series D-1, D-2, and D-3 redeemable convertible preferred stock upon conversion of convertible notes and SAFEs 1		2,771,551			11,558			—		—			—			—			—		—
Issuance of Series D-4, D-5, D-6 and D-7 redeemable convertible preferred stock upon acquisition 2		6,803,550			52,201			—		—			—			—			—		—
Issuance of Series D-8 redeemable convertible preferred stock upon conversion of SAFE 3		8,171,662			60,470			—		—			—			—			—		—
Issuance of common stock in connection with business combination		—			—			2,884,550		—			27,295			—			—		27,295
Issuance of common stock warrants		—			—			—		—			3,589			—			—		3,589
Exercise of common stock options		—			—			335,496		—			105			—			—		105
Stock-based compensation		—			—			—		—			903			—			—		903
Net loss		—			—			—		—			—			(29,477	)		—		(29,477	)
Foreign currency translation adjustment		—			—			—		—			—			—			27		27
Balance as of December 31, 2022, as previously reported		17,746,763			124,229			3,220,046		—			31,892			(29,477	)		27		27
Retroactive application of recapitalization (Note 3)		(17,746,763	)		(124,299	)		10,126,286		1			124,228			—			—		—
Balance as of December 31, 2022		—			—			19,932,429		3			190,624			(85,373	)		27		105,281
Conversion of 2022 Convertible Notes into common stock		—			—			5,460,075		2			40,950			—			—		40,952
Issuance of common stock upon the reverse capitalization, net of offering costs		—			—			13,458,293		2			4,586			—			—		4,588
Reclassification of prepaid PIPE		—			—			350,000		—			3,500			—			—		3,500
Reclassification of warrants between liabilities and equity		—			—			—		—			4,329			—			—		4,329
Reclassification of Legacy Complete Solaria Common stock into Complete Solaria Common Stock		—			—			—		(1	)		2			—			—		1
Issuance of common stock in connection with forward purchase agreements		—			—			1,050,000		—			4,777			—			—		4,777
Issuance of common stock in connection with forward purchase agreements due to related party		—			—			4,508,488		1			30,712			—			—		30,713
Issuance of common stock bonus shares in connection with Mergers		—			—			463,976		—			2,394			—			—		2,394
Residual Mergers proceeds		—			—			—		—			161			—			—		161
Modification of Carlyle warrant		—			—			—		—			(10,862	)		—			—		(10,862	)
Issuance of restricted stock units		—			—			98,097		—			52			—			—		52
Issuance of common stock warrants		—			—			—					(3,516	)		—			—		(3,616	)
Issuance of common stock to related party		—			—			3,676,470		—			5,000			—			—		5,000
Exercise of common stock options		—			—			67,533		—			57			—			—		57
Stock-based compensation		—			—			—		—			5,199			—			—		5,199
Foreign currency translation		—			—			—		—			—			—			116		116
Net loss		—			—			—		—			—			(269,555	)		—		(269,555	)
Balance as of December 31, 2023		—		$	—			49,065,361	$	7		$	277,965		$	(354,928	)	$	143	$	(76,813	)

	As of December 31,
	2023		2022
Cash and cash equivalents	$	2,593	$	4,409
Restricted cash		3,823		3,907
Total cash, cash equivalents, and restricted cash	$	6,416	$	8,316

	Fiscal Year Ended December 31,
	2023		2022
Solar energy system installations	$	84,858	$	62,896
Software enhanced services		2,758		3,579
Total revenue	$	87,616	$	66,475

		Useful Lives
Manufacturing equipment		1 – 3 years
Developed software		5 years
Furniture & equipment		3 – 5 years
Leasehold improvements		3 – 5 years

	Recapitalization
Cash proceeds from FACT, net of redemptions	$	36,539
Cash proceeds from PIPE Financing		12,800
Less: cash payment of FACT transaction costs and underwriting fees		(10,680	)
Less: cash payment to FPA investors for rebates and recycled shares		(17,831	)
Less: cash payment for Promissory Note		(1,170	)
Net cash proceeds upon the closing of the Mergers and PIPE financing		19,658
Less: non-cash net liabilities assumed from FACT		(10,135	)
Net contributions from the Mergers and PIPE financing upon closing	$	9,523

	Recapitalization
FACT Class A Ordinary Shares, outstanding prior to Mergers		34,500,000
FACT Class B Ordinary Shares, outstanding prior to Mergers		8,625,000
Bonus shares issued to sponsor		193,976
Bonus shares issued to PIPE investors		120,000
Bonus shares issued to FPA investors		150,000
Shares issued from PIPE financing		1,690,000
Shares issued from FPA agreements, net of recycled shares		5,558,488
Less: redemption of FACT Class A Ordinary Shares		(31,041,243	)
Total shares from the Mergers and PIPE Financing		19,796,221
Legacy Complete Solaria shares		20,034,257
2022 Convertible Note Shares		5,460,075
Shares of Complete Solaria Common stock immediately after Mergers		45,290,553

Cash, cash equivalents and restricted cash	$	5,402
Accounts receivable		4,822
Inventories		5,354
Prepaid expenses and other current assets		8,569
Property and equipment		830
Operating lease right-of-use asset		1,619
Intangible assets		43,100
Other non-current assets		112
Total identifiable assets acquired		69,808
Accounts payable		4,210
Accrued expenses and other current liabilities		11,845
Notes payable		20,823
Deferred revenue		73
Operating lease liabilities, net of current portion		1,132
Warranty provision, noncurrent		1,566
SAFE agreements		60,470
Total identifiable liabilities assumed		100,119
Net identifiable liabilities assumed		30,311
Goodwill		119,422
Total aggregate consideration paid	$	89,111

Trademarks	$	5,700
Developed technology		12,700
Customer relationships		24,700
Total intangible assets	$	43,100

	December 31, 2023
	Level 1		Level 2		Level 3		Total
Financial Liabilities
Carlyle warrants	$	-	$	-	$	9,515	$	9,515
Public warrants		167		-		-		167
Private placement warrants		-		122		-		122
Working capital warrants		-		14		-		14
Replacement warrants		–		–		1,310		1,310
Forward purchase agreement liabilities		-		-		3,831		3,831
Total	$	167	$	136	$	14,656	$	14,959

	December 31, 2022
	Level 1		Level 2		Level 3		Total
Financial Liabilities
Redeemable convertible preferred stock warrant liability	$	—	$	—	$	14,152	$	14,152
Total	$	—	$	—	$	14,152	$	14,152

	December 31,
	2023			2022
Expected term		0.3 years			1.5 years
Expected volatility		78.5	%		78.5	%
Risk-free interest rate		5.4	%		4.7	%
Expected dividend yield		0.0	%		0.0	%

	Fiscal year ended
	December 31, 2023
Revenues	$	29,048
Cost of revenues		30,609
Gross loss		(1,561	)
Operating expenses:
Sales and marketing		6,855
General and administrative		17,472
Total operating expenses		24,327
Loss from discontinued operations		(25,888	)
Other income, net		31
Loss from discontinued operations before income taxes		(25,857	)
Income tax benefit		4
Loss from discontinued operations, net of tax		(25,853	)
Impairment loss from discontinued operations		(147,505	)
Net loss from discontinued operations	$	(173,358	)

	Estimated	As of December 31,
	Useful Lives (Years)	2023			2022
Developed software	5	$	6,993		$	5,054
Manufacturing equipment	3		131			102
Furniture and equipment	3		96			90
Leasehold improvements	5		708			708
Total property and equipment			7,928			5,954
Less: accumulated depreciation and amortization			(3,611	)		(2,478	)
Total property and equipment, net		$	4,317		$	3,476

	As of December 31, 2023
Common stock warrants		27,637,266
Employee stock purchase plan		2,628,996
Stock options and RSUs, issued and outstanding		11,774,743
Stock options and RSUs, authorized for future issuance		3,850,462
Total shares reserved		45,891,467

	Number of Shares			Weighted Average Exercise Price per Share		Weighted Average Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding—December 31, 2022		4,970,419		$	4.86		6.99	$	34,180
Options granted		6,961,979			2.58
Options exercised		(67,534	)		0.89
Options canceled		(148,218	)		9.17
Outstanding—December 31, 2023		11,716,646		$	3.48		8.53	$	2,756
Vested and expected to vest— December 31, 2023		11,716,646		$	3.48		8.53	$	2,756
Vested and exercisable— December 31, 2023		3,141,940		$	5.30		4.93	$	763

	Number of RSUs			Weighted Average Grant Date Fair Value
Unvested at December 31, 2022		—
Granted		864,792		$	6.89
Vested and released		(265,686	)	$	2.76
Cancelled or forfeited		(541,010	)	$	9.44
Unvested at December 31, 2023		58,097		$	2.07

	December 31, 2023
Remaining average remaining lease term		2.48 years
Weighted average discount rate		15.57%

2024	$	743
2025		592
2026		477
Total undiscounted liabilities		1,812
Less: imputed interest		(539	)
Total operating lease liabilities	$	1,273

	Years Ended December 31,
	2023			2022
Domestic	$	(94,222	)	$	(27,996	)
Foreign		(1,995	)		–
Total	$	(96,217	)	$	(27,996	)

	As of December 31,
	2023		2022
Common stock warrants		23,024,556		43,135
Convertible notes		–		1,912,493
Preferred stock warrants		–		1,152,790
Stock options and RSUs issued and outstanding		11,774,743		4,970,419
Potential common shares excluded from diluted net loss per share		34,799,299		8,078,837

Name	Age	Position
Chris Lundell	62	Chief Executive Officer and Director
Brian Wuebbels	51	Chief Financial Officer
Thurman J. Rodgers⁽³⁾	74	Executive Chairman
Devin Whatley⁽²⁾	54	Director
Tidjane Thiam⁽¹⁾	61	Director
Adam Gishen⁽¹⁾⁽³⁾	48	Director
Ronald Pasek⁽¹⁾⁽²⁾	62	Director
Antonio R. Alvarez⁽²⁾	67	Director
William J. Anderson	47	Director

⁽¹⁾	Member of the Audit Committee.
⁽²⁾	Member of the Compensation Committee.
⁽³⁾	Member of the Nominating and Corporate Governance Committee.

Name and Principal Position	Year	Salary		Bonus		Option Awards(1)		All Other Compensation		Total
Chris Lundell Chief Executive Officer	2023	$	450,000		—	$	4,560,000		—	$	5,010,000
Brian Wuebbels Chief Financial Officer	2023	$	330,000		—	$	1,966,514		—	$	2,296,514

(1)	Amounts reported in this column do not reflect the amounts actually received by Complete Solaria’s named executive officers. Instead, these amounts reflect the aggregate grant-date fair value of awards granted to each named executive officer, computed in accordance with the FASB ASC Topic 718, Stock-based Compensation. See Note 16 to Complete Solar’s audited financial statements and Note 13 to Solaria’s audited consolidated financial statements included elsewhere in this prospectus for discussion of assumptions made in determining the grant date fair value of its equity awards. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The shares underlying these options vest in 48 equal monthly installments, subject to the named executive officer’s continued service at each vesting date.
(2)	Mr. Anderson stepped down as the Chief Executive Officer in December 2023.
(3)	Mr. Alvarez left the company in March 2023.
(4)	Mr. Desai left the Company in October 2023.

(1)	All option awards were granted pursuant to the Complete Solaria’s 2023 Incentive Equity Plan (the “2023 Plan”) Complete Solaria’s 2022 Stock Plan (the “2022 Plan”), Complete Solaria’s 2011 Stock Plan (the “2011 Plan”), Complete Solaria’s 2016 Stock Plan (the “2016 Plan”) and Complete Solaria’s 2006 Stock Plan (the “2006 Plan”). As is described in greater detail below in the “Employee Benefit Plans” section, the 2016 Plan and 2006 Plan were assumed by Complete Solaria from Solaria in connection with the Complete Solar and Solaria Merger.
(2)	The total shares underlying the option award vest in 36 equal monthly installments, subject to the named executive officer’s continued service at each vesting date.
(3)	The total shares underlying the option award vest in 60 equal monthly installments, subject to the named executive officer’s continued service at each vesting date.
(4)	20% of the total shares underlying the option award vest on the one-year anniversary of the vesting commencement date, thereafter 1/60^thof the total shares underlying the option award vest in 60 equal monthly installments.

Name	Fees Earned or Paid in Cash	Option Awards			All other Compensation	Total
Thurman J. Rodgers	—	$	132,925	⁽¹⁾	—	$	132,925
Adam Gishen	—	$	89,881	⁽¹⁾	—	$	89,881
Antonio R. Alvarez	—	$	86,034	⁽¹⁾	—	$	86,034
Chris Lundell	—	$	86,034	⁽¹⁾	—	$	86,034
Devin Whatley	—	$	100,461	⁽¹⁾	—	$	100,461
Ron Pasek	—	$	100,461	⁽¹⁾	—	$	100,461
Tidjane Thiam	—	$	86,034	⁽¹⁾	—	$	86,034
William J. Anderson	—		—		—		—