8-K
Tigo Energy, Inc. (TYGO)
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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): May 6, 2025
TigoEnergy, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40710 | 83-3583873 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 655 Campbell Technology Parkway, Suite 150<br><br> <br>Campbell, California | 95008 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(408) 402-0802
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.0001 per share | TYGO | The Nasdaq Stock Market LLC |
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 2.02. Results of Operations and Financial Condition.
On May 6, 2025, Tigo Energy, Inc. (the “Company”) reported its earnings for its first fiscal quarter ended March 31, 2025. A copy of the Company’s press release containing this information is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
The Company is making reference to non-GAAP financial measures in the press release. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| ExhibitNumber | Description |
|---|---|
| 99.1 | Press Release of Tigo Energy, Inc., dated May 6, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
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.
Dated: May 6, 2025
| TIGO ENERGY, INC. | |
|---|---|
| By: | /s/ Bill Roeschlein |
| Name: | Bill Roeschlein |
| Title: | Chief Financial Officer |
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Exhibit 99.1
Tigo Energy Reports First Quarter 2025 Financial Results
CAMPBELL, Calif. – May 6, 2025 –Tigo Energy, Inc. (“Tigo”, or the “Company”) (NASDAQ: TYGO), a leading provider of intelligent solar and energy storage solutions, today reported unaudited financial results for the first quarter ended March 31, 2025, financial guidance for the second quarter ending June 30, 2025 and a full year 2025 outlook.
RecentFinancial and Operational Highlights
| ● | Revenue<br> for the first quarter of 2025 of $18.8 million, up 92.2% compared to the first quarter of<br> 2024. |
|---|---|
| ● | Net<br> loss for the first quarter of 2025 of $7.0 million, compared to a net loss of $11.5 million<br> in the first quarter of 2024. |
| --- | --- |
| ● | Adjusted<br> EBITDA loss for the first quarter of 2025 of $2.0 million compared to an Adjusted EBITDA<br> loss of $6.3 million in the first quarter of 2024. |
| --- | --- |
| ● | Cash,<br> cash equivalents, and marketable securities of $20.3 million at March 31, 2025, a sequential<br> increase of $0.4 million from the fourth quarter of 2024. |
| --- | --- |
| ● | During<br> the first quarter of 2025, we shipped 502,000, or 351 MW, of MLPE. |
| --- | --- |
| ● | Introduced<br> an evolution of the TS4-A family (725W 22 amp), serving higher wattage modules and bringing<br> Multi-Factor Rapid Shutdown capability to the MLPE product line. |
| --- | --- |
ManagementCommentary
“We are pleased to report our fifth sequential increase in quarterly revenues and a 92% revenue increase on a year over year basis,” said Zvi Alon, Chairman and CEO of Tigo. “These results reflect both an expansion of our market share and an ongoing recovery in the solar market.”
“During the quarter, we saw increased sequential growth in the EMEA, Americas and APAC regions, which comprised 61%, 25% and 14% of total revenues, respectively. We expect that our geographical and manufacturing diversification will mitigate a significant portion of the current tariff headwinds in the industry.”
“For the first quarter, we increased our cash by $0.4 million to $20.3 million as we lowered our operating costs and further reduced our inventory” stated Bill Roeschlein,Chief Financial Officer of Tigo. “As a result of our continued improvement in financial performance, our second quarter guidance incorporates positive adjusted EBITDA at the higher end of the guided range.”
First Quarter 2025 FinancialResults
Resultscompare the 2025 fiscal first quarter ended March 31, 2025 to the 2024 fiscal first quarter ended March 31, 2024, unless otherwise indicated.
| ● | Revenues<br> totaled $18.8 million, a 92.2% increase from $9.8 million. On a sequential quarter basis,<br> revenues increased by 9.1% compared to the fourth quarter of 2024. |
|---|---|
| ● | Gross<br> profit totaled $7.2 million, or 38.1% of net revenue, compared to gross profit of $2.8 million,<br> or 28.2% of net revenue. |
| --- | --- |
| ● | Operating<br> expenses totaled $11.2 million, a 5.9% decrease from $11.9 million. |
| --- | --- |
| ● | Net<br> loss totaled $7.0 million, a 39.3% decrease compared to a net loss of $11.5 million. |
| --- | --- |
| ● | Adjusted<br> EBITDA<br> loss totaled<br> $2.0 million, compared to an adjusted EBITDA loss of $6.3 million. |
| --- | --- |
Second Quarter 2025 FinancialGuidance and Full Year 2025 Outlook
The Company provides guidance for the second quarter ending June 30, 2025 as follows:
| ● | Revenues are expected to be within the range<br>of $21 million to $23 million. |
|---|---|
| ● | Adjusted EBITDA is expected to be within the<br>range of $(1.5) million to $0.5 million. |
| --- | --- |
For the full year 2025, the Company continues to anticipate revenues to be between $85 million and $100 million.
Actual results may differ materially from the Company’s guidance as a result of, among other things, the factors described below under “Forward-Looking Statements”.
Conference Call
Tigo management will hold a conference call today, May 6, 2025, at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time) to discuss these results. Company CEO Zvi Alon and CFO Bill Roeschlein will host the call, followed by a question-and-answer period.
Registration Link Conference Call: Click here to register
Webcast Link: Click here to join
Please register online at least 10 minutes prior to the start time. If you have any difficulty with registration or connecting to the conference call, please contact Gateway Group at (949) 574-3860.
The conference call will also be available for replay here and via the Investor Relations section of Tigo’s website.
Upcoming Investor ConferenceAttendance
Aegis Capital Corp. VirtualConference 2025
Date: Tuesday, May 20, 2025
Location: Virtual
Event Details: CFO Bill Roeschlein is scheduled to present at 2:30 p.m. ET on Tuesday, May 20.
Sidoti May 2025 Conference
Date: Wednesday and Thursday, May 21-22, 2025
Location: Virtual
Event Details: CFO Bill Roeschlein is scheduled to present at 12:15 p.m. ET on Wednesday, May 21, and will be available for 1-on-1 meetings throughout the conference.
Presentation Webcast Link: Here
About Tigo Energy, Inc.
Founded in 2007, Tigo is a worldwide leader in the development and manufacture of smart hardware and software solutions that enhance safety, increase energy yield, and lower operating costs of residential, commercial, and utility-scale solar systems. Tigo combines its Flex MLPE (Module Level Power Electronics) and solar optimizer technology with intelligent, cloud-based software capabilities for advanced energy monitoring and control. Tigo MLPE products maximize performance, enable real-time energy monitoring, and provide code-required rapid shutdown at the module level. The Company also develops and manufactures products such as inverters and battery storage systems for the residential solar-plus-storage market. For more information, please visit www.tigoenergy.com.
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Forward-Looking Statements
This press release contains “forward-lookingstatements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limitedto, statements about our ability to increase our revenues and become profitable, our overall long-term growth prospects, expectationsregarding a recovery in our industry, including the timing thereof, current and future inventory levels, charges and reserves and theirimpact on future financial results, inventory supply and its impact on our customer shipments, statements about our revenue and adjustedEBITDA for the second fiscal quarter 2025 and our revenue for the full fiscal year 2025, statements about demand for our products, ourcompetitive position, the impact of tariffs, and our ability to penetrate new markets and expand our market share, including expansionin international markets, our continued expansion of and investments in our product portfolio, and future financial and operating results,our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identifiedby words such as “will likely result,” “are expected to,” “will continue,” “will allow us to”“is anticipated,” “estimated,” “expected”, “believe,” “intend,” “plan,”“projection,” “outlook” or words of similar meaning. These forward-looking statements are based upon the currentbeliefs and expectations of Tigo’s management and are inherently subject to significant business, economic and competitive uncertaintiesand contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events maydiffer materially from the results anticipated in these forward-looking statements.
*In addition to factorspreviously disclosed, or that will be disclosed in, our reports filed with the SEC, factors which may cause actual results to differ materiallyfrom current expectations include, but are not limited to, our capital requirements and our ability to meet our future liquidity requirementsand continue as a going concern; our indebtedness and liabilities and our ability to pay amounts when due under our existing indebtedness;our failure to satisfy certain listing requirements of Nasdaq which may result in our common stock being delisted from Nasdaq; our abilityto effectively develop and sell our product offerings and services,*our ability to compete in the highly-competitiveand evolving solar industry; our ability to manage risks associated with U.S. and global geopolitical and macroeconomic conditions includingthe potential softening of the economy, seasonal trends and the cyclical nature of the solar industry, including the current prolongeddownturn; whether we continue to grow our customer base; whether we continue to develop new products and innovations to meet constantlyevolving customer demands; the timing and level of demand for our solar energy solutions; changes in government subsidies and economicincentives, including tax incentives, for solar energy solutions; trade tariffs and other trade barriers that could directly affect us,our customers and the solar industry; our ability to forecast our customer demand and manufacturing requirements, and manage our inventory;our ability to acquire or make investments in other businesses, patents, technologies, products or services to grow the business and realizethe anticipated benefits therefrom; our ability to respond to fluctuations in foreign currency exchange rates and political unrest andregulatory changes in the U.S. and international markets into which we expand or otherwise operate in; our failure to attract, hire retainand train highly qualified personnel in the future; and if we are unable to maintain key strategic relationships with our partners anddistributors.
Actual results, performanceor achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptionson which those forward-looking statements are based. There can be no assurance that the forward-looking statements contained herein arereflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictorof future performance as projected financial information and other information are based on estimates and assumptions that are inherentlysubject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forthherein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward-looking statements as a resultof new information, future developments or otherwise occurring after the date of this communication.
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Non-GAAP Financial Measures
Tosupplement our condensed consolidated financial statements, which are prepared and presented in accordance with GAAP, we use the followingnon-GAAP financial measure: adjusted EBITDA. The presentation of these financial measures is not intended to be considered in isolationor as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
We use adjusted EBITDA for financial and operationaldecision-making and as a means to evaluate period-to-period comparisons. We define adjusted EBITDA, a non-GAAP financial measure, as earnings(loss) before interest and other expenses, net, income tax expense (benefit), depreciation and amortization, as adjusted to exclude stock-basedcompensation and merger transaction related expenses. We believe that adjusted EBITDA provides helpful supplemental information regardingour performance by excluding certain items that may not be indicative of our core business operating results. We believe that both managementand investors benefit from referring to adjusted EBITDA in assessing our performance and when planning, forecasting, and analyzing futureperiods. Adjusted EBITDA also facilitates management’s internal comparisons to our historical performance and comparisons to ourcompetitors’ operating results. We believe adjusted EBITDA is useful to investors both because they (i) allow for greater transparencywith respect to key metrics used by management in its financial and operational decision-making and (ii) are used by our institutionalinvestors and the analyst community to help them analyze the health of our business.
The items excluded from adjusted EBITDA mayhave a material impact on our financial results. Certain of those items are non-recurring, while others are non-cash in nature. Accordingly,adjusted EBITDA is presented as supplemental disclosure and should not be considered in isolation of, as a substitute for, or superiorto, the financial information prepared in accordance with GAAP.
There are a number of limitations related tothe use of non-GAAP financial measures. We compensate for these limitations by providing specific information regarding the GAAP amountsexcluded from these non-GAAP financial measures and evaluating these non-GAAP financial measures together with their relevant financialmeasures in accordance with GAAP.
We refer investors to the reconciliation adjustedEBITDA to net income (loss) included below. A reconciliation for adjusted EBITDA provided as guidance is not provided because, as a forward-lookingstatement, such reconciliation is not available without unreasonable effort due to the high variability, complexity, and difficulty ofestimating certain items such as charges to stock-based compensation expense and currency fluctuations which could have an impact on ourconsolidated results.
Investor Relations Contacts
Ralf Esper
Gateway Group, Inc.
(949) 574-3860
TYGO@gateway-grp.com
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Tigo Energy, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
| March 31,<br> 2025 | December 31,<br> 2024 | |||||
|---|---|---|---|---|---|---|
| ASSETS | ||||||
| Current assets | ||||||
| Cash and cash equivalents | $ | 8,501 | $ | 11,746 | ||
| Marketable securities, short-term | 11,777 | 8,156 | ||||
| Accounts receivable, net | 10,373 | 7,976 | ||||
| Inventory | 18,906 | 21,997 | ||||
| Prepaid expenses and other current assets | 2,225 | 3,533 | ||||
| Total current assets | 51,782 | 53,408 | ||||
| Property and equipment, net | 2,530 | 2,812 | ||||
| Operating right-of-use assets | 1,275 | 1,576 | ||||
| Intangible assets, net | 1,854 | 1,922 | ||||
| Other assets | 989 | 984 | ||||
| Goodwill | 12,209 | 12,209 | ||||
| Total assets | $ | 70,639 | $ | 72,911 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||
| Current liabilities | ||||||
| Accounts payable | $ | 7,968 | $ | 8,077 | ||
| Accrued expenses and other current liabilities | 5,875 | 7,361 | ||||
| Short-term debt, net of unamortized debt discount and issuance costs | 42,746 | — | ||||
| Deferred revenue, current portion | 687 | 525 | ||||
| Warranty liability, current portion | 611 | 496 | ||||
| Operating lease liabilities, current portion | 438 | 649 | ||||
| Total current liabilities | 58,325 | 17,108 | ||||
| Warranty liability, net of current portion | 6,713 | 5,302 | ||||
| Deferred revenue, net of current portion | 691 | 644 | ||||
| Long-term debt, net of unamortized debt discount and issuance costs | — | 40,511 | ||||
| Operating lease liabilities, net of current portion | 843 | 961 | ||||
| Other long-term liabilities | 292 | — | ||||
| Total liabilities | 66,864 | 64,526 | ||||
| Stockholders’ equity | ||||||
| Common stock | 6 | 6 | ||||
| Additional paid-in capital | 149,296 | 146,903 | ||||
| Accumulated deficit | (145,527 | ) | (138,526 | ) | ||
| Accumulated other comprehensive income | — | 2 | ||||
| Total stockholders’ equity | 3,775 | 8,385 | ||||
| Total liabilities and stockholders’ equity | $ | 70,639 | $ | 72,911 |
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Tigo Energy, Inc.
Condensed Consolidated Statement of Income
(in thousands, except share and per share data)
(unaudited)
| Three Months Ended<br><br> March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Net revenue | $ | 18,839 | $ | 9,802 | ||
| Cost of revenue | 11,666 | 7,036 | ||||
| Gross profit | 7,173 | 2,766 | ||||
| Operating expenses: | ||||||
| Research and development | 2,164 | 2,471 | ||||
| Sales and marketing | 3,916 | 4,603 | ||||
| General and administrative | 5,070 | 4,780 | ||||
| Total operating expenses | 11,150 | 11,854 | ||||
| Loss from operations | (3,977 | ) | (9,088 | ) | ||
| Other (income) expenses, net: | ||||||
| Change in fair value of contingent shares liability | — | (196 | ) | |||
| Interest expense | 2,871 | 2,826 | ||||
| Other income, net | (143 | ) | (212 | ) | ||
| Total other expenses, net | 2,728 | 2,418 | ||||
| Loss before income tax expense | (6,705 | ) | (11,506 | ) | ||
| Income tax expense | 296 | — | ||||
| Net loss | $ | (7,001 | ) | $ | (11,506 | ) |
| Loss per common share | ||||||
| Basic | $ | (0.11 | ) | $ | (0.19 | ) |
| Diluted | $ | (0.11 | ) | $ | (0.19 | ) |
| Weighted-average common shares outstanding | ||||||
| Basic | 61,657,718 | 59,374,019 | ||||
| Diluted | 61,657,718 | 59,374,019 |
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Tigo Energy, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| Three Months Ended<br><br> March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash Flows from Operating activities: | ||||||
| Net loss | $ | (7,001 | ) | $ | (11,506 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation and amortization | 357 | 310 | ||||
| Provision to write down inventories to net realizable value | 28 | 423 | ||||
| Change in fair value of contingent shares liability | — | (196 | ) | |||
| Non-cash interest expense | 2,235 | 2,235 | ||||
| Stock-based compensation | 1,576 | 2,505 | ||||
| Change in allowance for credit losses | (94 | ) | (990 | ) | ||
| Non-cash lease expense | 301 | 300 | ||||
| Accretion of interest on marketable securities | (91 | ) | (128 | ) | ||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (2,303 | ) | 1,546 | |||
| Inventory | 3,063 | 5,221 | ||||
| Prepaid expenses and other assets | 1,303 | 845 | ||||
| Accounts payable | (116 | ) | (9,448 | ) | ||
| Accrued expenses and other liabilities | (1,486 | ) | (2,207 | ) | ||
| Deferred revenue | 209 | 250 | ||||
| Warranty liability | 1,526 | (153 | ) | |||
| Operating lease liabilities | (329 | ) | (273 | ) | ||
| Other long-term liabilities | 292 | — | ||||
| Net cash used in operating activities | $ | (530 | ) | $ | (11,266 | ) |
| Cash flows from investing activities: | ||||||
| Purchase of marketable securities | (7,957 | ) | — | |||
| Purchase of property and equipment | — | (367 | ) | |||
| Sales and maturities of marketable securities | 4,425 | 16,003 | ||||
| Net cash (used in) provided by investing activities | $ | (3,532 | ) | $ | 15,636 | |
| Cash flows from financing activities: | ||||||
| Proceeds from exercise of stock options | 2 | 250 | ||||
| Proceeds from at-the-market offering | 815 | — | ||||
| Net cash provided by financing activities | $ | 817 | $ | 250 | ||
| Net (decrease) increase in cash | (3,245 | ) | 4,620 | |||
| Cash and cash equivalents at beginning of period | 11,746 | 4,405 | ||||
| Cash and cash equivalents at end of period | $ | 8,501 | $ | 9,025 |
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Tigo Energy, Inc.
Reconciliation of GAAP to Non-GAAP Results
(in thousands)
(unaudited)
| Three Months Ended<br><br> March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Net loss - (GAAP) | $ | (7,001 | ) | $ | (11,506 | ) |
| Adjustments: | ||||||
| Total other expenses, net | 2,728 | 2,418 | ||||
| Income tax expense | 296 | — | ||||
| Depreciation and amortization | 357 | 310 | ||||
| Stock-based compensation | 1,576 | 2,505 | ||||
| Adjusted EBITDA (loss) - (Non-GAAP) | $ | (2,044 | ) | $ | (6,273 | ) |
We encourage investors and others to review our financial information in its entirety and not to rely on any single financial measure.
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