RGSE / Real Goods Solar, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

RGSE / Real Goods Solar, Inc. / INTRACOASTAL CAPITAL, LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Real Goods Solar, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 75601N500 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

RGSE / Real Goods Solar, Inc. / Hudson Bay Capital Management LP - RGSE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Real Goods Solar, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 75601N500 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Costs Associated with Exit or Disposal Activities, Other Events

8-K 1 f8k020520.htm FORM 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): January 31, 2020 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 tm206085d18k.htm FORM 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): January 28, 2020 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdicti

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 tm205690d18k.htm FORM 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): January 17, 2020 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdicti

First Amendment to Dealer-Manager Agreement, dated January 17, 2020, by and between Real Goods Solar, Inc. and Advisory Group Equity Services Ltd., d/b/a RHK Capital.

EX-1.1 2 tm205690d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 EXECUTION VERSION FIRST AMENDMENT TO DEALER-MANAGER AGREEMENT As of January 17, 2020 Advisory Group Equity Services, Ltd. doing business as RHK Capital As Dealer-Manager 88 Post Road West, 3rd floor Westport, CT 06880 Ladies and Gentlemen: The following will confirm our agreement to amend Section 2(a) of the Dealer-Manager Agreement, dated as of

SUBSCRIPTION AND ESCROW AGENT AGREEMENT Real Goods Solar, Inc. Continental Stock Transfer & Trust Company

Exhibit 99.1 SUBSCRIPTION AND ESCROW AGENT AGREEMENT Between Real Goods Solar, Inc. And Continental Stock Transfer & Trust Company THIS SUBSCRIPTION AND ESCROW AGENT AGREEMENT (this “Agreement”) between Real Goods Solar, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Subscription Agent”), is dated as of January 17, 2020. RECITALS WHEREAS, the Company and the Subscription

Business Update for 30-Day Period Since Last Conference Call

Exhibit 99.1 Business Update for 30-Day Period Since Last Conference Call POWERHOUSE™ Division Activity from Network Size Sales Pipeline Roofer & Solar Installer P/O Home Builder P/O Backlog Revenue March 16th – April 15th 262 $2,225,296 $22,416 $0 $0 $20,624 April 16th – May 15th 288 6,576,507 215,112 0 172,630 42,482 May 16th – June 15th 310 7,173,558 24,074 4,941,734 5,069,144 69,496 June 16th

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 tm203700d18k.htm FORM 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): January 16, 2019 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdicti

Real Goods Solar, Inc. Restricted Stock Agreement, effective January 17, 2020, between Richard Barich and the Company

Exhibit 10.1 Real Goods Solar, Inc. Restricted Stock Agreement This Restricted Stock Agreement (this “Agreement”) is dated as of the date of grant set forth below and is between Real Goods Solar, Inc., a Colorado corporation (“Real Goods”), and the individual named below (the “Grantee”). Real Goods has established the Real Goods Solar, Inc. 2018 Long-Term Incentive Plan, as amended from time to ti

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 tm201838d18k.htm FORM 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): January 6, 2020 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdictio

Change in Control Agreement, effective January 17, 2020, between Richard Barich and the Company

Exhibit 10.2 CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (this “Agreement”), effective as of January 17, 2020 (the “Effective Date”) is entered by and between Real Goods Energy Tech dba Real Goods Solar and Real Goods Solar, Inc. (collectively, the “Company”), with its principal offices located at 110 16th Street, 3rd Floor Denver, CO 80202, and Richard Barich who resides at [ ](“

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 tm1926703d18k.htm FORM 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): December 16, 2019 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdic

Form of Real Goods Solar, Inc. Class A Common Stock Certificate

EX-4.1 3 tm1926703d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 0000001 SEE REVERSE FOR IMPORTANT NOTICE REGARDING OWNERSHIP ANDTRANSFER RESTRICTIONS AND CERTAIN OTHER INFORMATIONINCORPORATED UNDER THE LAWS OF THE STATE OF COLORADOSEE REVERSE FOR CERTAIN DEFINITIONSTreasurerCUSIP 75601 N5 00RGSChief Executive OfficeREAL GOODS SOLAR, INC REAL GOODS SOLAR, INC.1996COLORADOFULLY-PAID AND NON-ASSESSABLE SHARES

Articles of Designation of Preferences, Rights and Limitations of Series 1 Preferred Stock

Exhibit 3.1 REAL GOODS SOLAR, INC. ARTICLES OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES 1 PREFERRED STOCK Pursuant to Sections 7-106-102, 7-110-101 and 7-110-102 of the Colorado General Corporation Law, Real Good Solar, Inc., a Colorado corporation (the “Corporation”), DOES HEREBY CERTIFY: The Articles of Incorporation of the Corporation, as amended from time to time (the “Arti

Form of Real Goods Solar, Inc. Series 1 Preferred Stock Certificate

EX-4.2 4 tm1926703d1ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 0000001 SEE REVERSE FOR IMPORTANT NOTICE REGARDING OWNERSHIP ANDTRANSFER RESTRICTIONS AND CERTAIN OTHER INFORMATIONINCORPORATED UNDER THE LAWS OF THE STATE OF COLORADOSEE REVERSE FOR CERTAIN DEFINITIONSChief Financial OfficeCUSIP 75601 N6 09RGSChief Executive OfficeREAL GOODS SOLAR, INC REAL GOODS SOLAR, INC.1996COLORADOFULLY-PAID AND NON-ASSES

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 18, 2019 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commissio

Business Update for 30-Day Period Since Last Conference Call

Exhibit 99.1 Business Update for 30-Day Period Since Last Conference Call POWERHOUSE™ Division Activity from Network Size Sales Pipeline Roofer & Solar Installer P/O Home Builder P/O Backlog Revenue March 16th – April 15th 262 $2,225,296 $22,416 $0 $0 $20,624 April 16th – May 15th 288 6,576,507 215,112 0 172,630 42,482 May 16th – June 15th 310 7,173,558 24,074 4,941,734 5,069,144 69,496 June 16th

Dealer-Manager Agreement, dated November 15, 2019, by and between Real Goods Solar, Inc. and Advisory Group Equity Services Ltd., d/b/a RHK Capital.

Exhibit 1.1 Execution Version DEALER-MANAGER AGREEMENT As of November 15, 2019 Advisory Group Equity Services, Ltd. doing business as RHK Capital As Dealer-Manager 88 Post Road West, 3rd floor Westport, CT 06880 Ladies and Gentlemen: The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Real Goods Solar, Inc., a C

Business Update for 30-Day Period Since Last Conference Call

Exhibit 99.1 Business Update for 30-Day Period Since Last Conference Call POWERHOUSE™ Division Activity from Network Size Sales Pipeline Roofer & Solar Installer P/O Home Builder P/O Backlog Revenue March 16th – April 15th 262 $2,225,296 $22,416 $0 $0 $20,624 April 16th – May 15th 288 6,576,507 215,112 0 172,630 42,482 May 16th – June 15th 310 7,173,558 24,074 4,941,734 5,069,144 69,496 June 16th

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 tm1923394d18k.htm FORM 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): November 15, 2019 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdic

RGSE / Real Goods Solar, Inc. CORRESP - -

November 15, 2019 VIA EDGAR Ronald Alper Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Real Goods Solar, Inc.

Quarterly Report - FORM 10-Q

10-Q 1 tm1919515d110q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Co

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K/A 1 tm1922408d18ka.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 6, 2019 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813

RGSE / Real Goods Solar, Inc. PART II AND III - - PART II AND III

Preliminary Offering Circular: November 8, 2019 An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

RGSE / Real Goods Solar, Inc. EX1A-13 TST WTRS - - EXHIBIT 13.5

Exhibit 13.5 Real Goods Solar, Inc. Announces Amendment to Form 1-A and Expected Rights Offering Calendar DENVER, CO, November , 2019 – Real Goods Solar (OTCQX: RGSE), the exclusive worldwide manufacturer of the visually stunning POWERHOUSE™ Solar Shingle System, announced today that it has filed an amendment to the Form 1-A offering statement originally filed on September 30, 2019 with the Securi

RGSE / Real Goods Solar, Inc. EX1A-13 TST WTRS - - EXHIBIT 13.4

Exhibit 13.4 NIBA NY Conference November 2019 OTCQX: RGSE Size: 9.625kW Littleton, CO April 24, 2019 OTCQX: RGSE 2 Today’s Presentation Explain attractive features about our company • What is our product? • What is the addressable market for our product? • What is the relative advantage of our product? • What is the value we deliver to our customers? • Why we believe it be done profitably? • What

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): November 6, 2019 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission

Corporate Presentation November 2019 OTCQX: RGSE Size: 9.625kW Littleton, CO April 24, 2019

Exhibit 99.1 Corporate Presentation November 2019 OTCQX: RGSE Size: 9.625kW Littleton, CO April 24, 2019 OTCQX: RGSE Our Mission Size: 14.74 kW with battery backup Satellite Beach, FL August 15, 2019 2 2019 Best of International Builder Show Awards WINNER BEST ENERGY EFFICIENT PRODUCT FINALIST BEST GREEN BUILDING PRODUCT “Saving the Planet, One Roof at a Time” with our Award - Winning Next Generat

Subscription and Escrow Agent Agreement, dated November 6, 2019, by and between Real Goods Solar, Inc. and Continental Stock Transfer and Trust Company.

Exhibit 10.1 SUBSCRIPTION AND ESCROW AGENT AGREEMENT Between Real Goods Solar, Inc. And Continental Stock Transfer & Trust Company THIS SUBSCRIPTION AND ESCROW AGENT AGREEMENT (this “Agreement”) between Real Goods Solar, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Subscription Agent”), is dated as of November 6, 2019. 1. Appointment. (a) The Company is distributing at

RGSE / Real Goods Solar, Inc. EX1A-2A CHARTER - - EXHIBIT 2.6

Exhibit 2.6 REAL GOODS SOLAR, INC. ARTICLES OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES 1 PREFERRED STOCK Pursuant to Sections 7-106-102, 7-110-101 and 7-110-102 of the Colorado General Corporation Law, Real Good Solar, Inc., a Colorado corporation (the “Corporation”), DOES HEREBY CERTIFY: The Articles of Incorporation of the Corporation (the “Articles of Incorporation”) confer

RGSE / Real Goods Solar, Inc. EX1A-13 TST WTRS - - EXHIBIT 13.3

EX1A-13 TST WTRS 7 tm1922023d1ex13-3.htm EXHIBIT 13.3 Exhibit 13.3 Corporate Presentation November 2019 OTCQX: RGSE Size: 9.625kW Littleton, CO April 24, 2019 OTCQX: RGSE Our Mission Size: 14.74 kW with battery backup Satellite Beach, FL August 15, 2019 2 2019 Best of International Builder Show Awards WINNER BEST ENERGY EFFICIENT PRODUCT FINALIST BEST GREEN BUILDING PRODUCT “Saving the Planet, One

RGSE / Real Goods Solar, Inc. PART II AND III - - PART II AND III

Preliminary Offering Circular: November 6, 2019 An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

Technology Services Agreement, created September 28, 2017, between Real Goods Solar, Inc. and The Dow Chemical Company (Incorporated by reference to Exhibit 6.52 to Real Goods Solar, Inc.’s Offering Statement on Form 1-A/A-2 filed November 7, 2019) (Commission File No. 024-11087).

EX1A-6 MAT CTRCT 4 tm1922023d1ex6-52.htm EXHIBIT 6.52 Exhibit 6.52 TECHNOLOGY SERVICE AGREEMENT Creation Date: September 28, 2017 A. PARTIES Service Provider: The Dow Chemical Company Licensee: Real Goods Solar Inc., d/b/a ROS Energy B. License Agreement: Technology License Agreement entered into between Dow Global Technologies LLC (Licensor) and Licensee having an effective date of September 29,

Sales Agreement-Surplus Property, dated September 29, 2017, between Real Goods Solar, Inc. and The Dow Chemical Company (Incorporated by reference to Exhibit 6.53 to Real Goods Solar, Inc.’s Offering Statement on Form 1-A/A-2 filed November 7, 2019) (Commission File No. 024-11087).

Exhibit 6.53 Sales Agreement - Surplus Property Surplus Offer Number: 4571 Agreement, made this 29th day of September, 2017 by and between The Dow Chemical Company having its principal place of business at 2040 Dow Center, Midland, Michigan 48674 (hereinafter called "Seller") and Real Goods Solar, Inc., d/b/a RGS Energy having its principal place of business at 110 16 th Street, Suite 300, Denver,

RGSE / Real Goods Solar, Inc. EX1A-8 ESCW AGMT - - EXHIBIT 8.1

Exhibit 8.1 SUBSCRIPTION AND ESCROW AGENT AGREEMENT Between Real Goods Solar, Inc. And Continental Stock Transfer & Trust Company THIS SUBSCRIPTION AND ESCROW AGENT AGREEMENT (this “Agreement”) between Real Goods Solar, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Subscription Agent”), is dated as of November 6, 2019. 1. Appointment. (a) The Company is distributing at

RGSE / Real Goods Solar, Inc. EX1A-15 ADD EXHB - - EXHIBIT 15.1

EX1A-15 ADD EXHB 11 tm1921349d1ex15-1.htm EXHIBIT 15.1 EXHIBIT 15.1 LEGAL OPINION October 30, 2019 Brownstein Hyatt Farber Schreck, LLP 410 Seventeenth Street, Suite 2200 Denver, Colorado 80202-4437 T 303.223.1100 F 303.223.1111 Board of Directors Real Goods Solar, Inc. 110 16th Street, 3rd Floor Denver, Colorado 80202 Ladies and Gentlemen: We are acting as special counsel to Real Goods Solar, Inc

RGSE / Real Goods Solar, Inc. EX1A-3 HLDRS RTS - - EXHIBIT 3.40

EX1A-3 HLDRS RTS 4 tm1921349d1ex3-40.htm EXHIBIT 3.40 Exhibit 3.40 ADDADDADDADD MR PO 4321 A BOX . 016570| 003590|127C|RESTRICTED||4|057-423 NNNNN SERIES 1 PREFERRED STOCK SERIES 1 PREFERRED STOCK PAR VALUE $.1 THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ AND GOLDEN, CO DESIGNATIONSAMPLE 43004, (IF Providence, The ANY) RI Sample 02940 Company - 3004 Certificate Number ZQ 000000

RGSE / Real Goods Solar, Inc. EX1A-15 ADD EXHB - - EXHIBIT 15.2

EXHIBIT 15.2 FORM OF INSTRUCTIONS AS TO USE OF REAL GOODS SOLAR, INC. SUBSCRIPTION RIGHTS CERTIFICATES CONSULT THE INFORMATION AGENT, YOUR BANK, BROKER OR OTHER NOMINEE AS TO ANY QUESTIONS The following instructions relate to a rights offering by Real Goods Solar, Inc., a Colorado corporation (“Real Goods Solar,” “we” or “us”), to the holders of record of its Class A common stock, par value $0.000

RGSE / Real Goods Solar, Inc. EX1A-15 ADD EXHB - - EXHIBIT 15.3

EX1A-15 ADD EXHB 13 tm1921349d1ex15-3.htm EXHIBIT 15.3 EXHIBIT 15.3 FORM OF LETTER REAL GOODS SOLAR, INC. Subscription Rights to Purchase Shares of Series 1 Preferred Stock Offered Pursuant to Subscription Rights Distributed to Subscription Rights Holders of Real Goods Solar, Inc. , 2019 Dear Rights Holder: This letter is being distributed by Real Goods Solar, Inc., a Colorado corporation (“Real G

RGSE / Real Goods Solar, Inc. EX1A-15 ADD EXHB - - EXHIBIT 15.7

EXHIBIT 15.7 FORM OF BENEFICIAL OWNER ELECTION FORM REAL GOODS SOLAR, INC. The undersigned acknowledge(s) receipt of your letter and the enclosed materials relating to the grant of non-transferable rights to purchase shares of Series 1 Preferred Stock of Real Goods Solar, Inc., a Colorado corporation, at a subscription price of $10 per share of Series 1 Preferred Stock, subject to proration and, i

RGSE / Real Goods Solar, Inc. EX1A-13 TST WTRS - - EXHIBIT 13.2

EX1A-13 TST WTRS 10 tm1921349d1ex13-2.htm EXHIBIT 13.2 Exhibit 13.2 Real Goods Solar, Inc. Announces Preferred Stock Rights Offering DENVER, CO, September 30, 2019 – Real Goods Solar (OTCQX: RGSE), the exclusive worldwide manufacturer of the visually stunning POWERHOUSE™ Solar Shingle System, announced today that it has filed a Form 1-A offering statement with the Securities and Exchange Commissio

RGSE / Real Goods Solar, Inc. PART II AND III - - PART II AND III

Preliminary Offering Circular: October 30, 2019 An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

RGSE / Real Goods Solar, Inc. EX1A-6 MAT CTRCT - - EXHIBIT 6.52

EX1A-6 MAT CTRCT 6 tm1921349d1ex6-52.htm EXHIBIT 6.52 Exhibit 6.52

RGSE / Real Goods Solar, Inc. EX1A-4 SUBS AGMT - - EXHIBIT 4.1

Exhibit 4.1 FORM OF NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE RIGHTS CERTIFICATE # NUMBER OF RIGHTS: THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE REAL GOODS SOLAR, INC. (THE “COMPANY”) OFFERING CIRCULAR, DATED [ ], 2019 (THE “OFFERING CIRCULAR”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE OFFERING CIRCULAR ARE AVAILABLE UPON REQUEST FROM MACKENZIE PARTNER

RGSE / Real Goods Solar, Inc. EX1A-15 ADD EXHB - - EXHIBIT 15.5

EXHIBIT 15.5 FORM OF LETTER REAL GOODS SOLAR, INC. Subscription Rights to Purchase Shares of Series 1 Preferred Stock Offered Pursuant to Subscription Rights Distributed to Record Holders of Real Goods Solar, Inc. , 2019 To Security Dealers, Commercial Banks, Trust Companies and Other Nominees: This letter is being distributed to securities dealers, commercial banks, trust companies and other nomi

RGSE / Real Goods Solar, Inc. EX1A-8 ESCW AGMT - - EXHIBIT 8.1

EX1A-8 ESCW AGMT 8 tm1921349d1ex8-1.htm EXHIBIT 8.1 Exhibit 8.1 FORM OF SUBSCRIPTION AND ESCROW AGENT AGREEMENT SUBSCRIPTION AND ESCROW AGENT AGREEMENT Between Real Goods Solar, Inc. And Continental Stock Transfer & Trust Company THIS SUBSCRIPTION AND ESCROW AGENT AGREEMENT (this “Agreement”) between Real Goods Solar, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Subscr

RGSE / Real Goods Solar, Inc. EX1A-15 ADD EXHB - - EXHIBIT 15.6

EXHIBIT 15.6 FORM OF LETTER REAL GOODS SOLAR, INC. Subscription Rights to Purchase Shares of Series 1 Preferred Stock Offered Pursuant to Subscription Rights Distributed to Shareholders of Real Goods Solar, Inc. , 2019 To Our Clients: Enclosed for your consideration are an offering circular, dated September [], 2019 and the “Instructions as to Use of Real Goods Solar, Inc. Subscription Rights Cert

RGSE / Real Goods Solar, Inc. EX1A-15 ADD EXHB - - EXHIBIT 15.4

EXHIBIT 15.4 FORM OF NOTICE OF GUARANTEED DELIVERY FOR RIGHTS CERTIFICATES ISSUED BY REAL GOODS SOLAR, INC. This form, or one substantially equivalent hereto, must be used to exercise the subscription rights pursuant to the rights offering as described in the offering circular dated [ ], 2019 of Real Goods Solar, Inc., a Colorado corporation, if a holder of subscription rights cannot deliver the r

RGSE / Real Goods Solar, Inc. EX1A-6 MAT CTRCT - - EXHIBIT 6.53

EX1A-6 MAT CTRCT 7 tm1921349d1ex6-53.htm EXHIBIT 6.53 Exhibit 6.53

RGSE / Real Goods Solar, Inc. EX1A-1 UNDR AGMT - - EXHIBIT 1.1

EX1A-1 UNDR AGMT 3 tm1921349d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 FORM OF DEALER-MANAGER AGREEMENT As of [ ], 2019 Advisory Group Equity Services, Ltd. doing business as RHK Capital As Dealer-Manager 88 Post Road West, 3rd floor Westport, CT 06880 Ladies and Gentlemen: The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be underta

RGSE / Real Goods Solar, Inc. EX1A-12 OPN CNSL - - EXHIBIT 12.1

EX1A-12 OPN CNSL 9 tm1921349d1ex12-1.htm EXHIBIT 12.1 EXHIBIT 12.1 LEGAL OPINION October 30, 2019 Brownstein Hyatt Farber Schreck, LLP 410 Seventeenth Street, Suite 2200 Denver, Colorado 80202-4437 T 303.223.1100 F 303.223.1111 Board of Directors Real Goods Solar, Inc. 110 16th Street, 3rd Floor Denver, Colorado 80202 Ladies and Gentlemen: We are acting as special counsel to Real Goods Solar, Inc.

RGSE / Real Goods Solar, Inc. CORRESP - -

October 30, 2019 Ronald Alper Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Real Goods Solar, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 tm1920388d18k.htm FORM 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): October 16, 2019 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdict

Business Update for 30-Day Period Since Last Conference Call

Exhibit 99.1 Business Update for 30-Day Period Since Last Conference Call POWERHOUSE™ Division Activity from Network Size Sales Pipeline Roofer & Solar Installer P/O Home Builder P/O Backlog Revenue March 16th – April 15th 262 $2,225,296 $22,416 $0 $0 $20,624 April 16th – May 15th 288 6,576,507 215,112 0 172,630 42,482 May 16th – June 15th 310 7,173,558 24,074 4,941,734 5,069,144 69,496 June 16th

RGSE / Real Goods Solar, Inc. PART II AND III - - PART II AND III

Preliminary Offering Circular: September 30, 2019 An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

RGSE / Real Goods Solar, Inc. EX1A-11 CONSENT - - EXHIBIT 11.2

Exhibit 11.2 Consent of Independent Registered Public Accounting Firm Real Goods Solar, Inc. Denver, Colorado We hereby consent to the use in the Offering Circular constituting a part of this Offering Statement of our report dated April 15, 2019, relating to the consolidated financial statements of Real Goods Solar, Inc., which is contained in that Offering Circular. Our report contains an explana

RGSE / Real Goods Solar, Inc. EX1A-2A CHARTER - - EXHIBIT 2.6

Exhibit 2.6 REAL GOODS SOLAR, INC. ARTICLES OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES 1 PREFERRED STOCK Pursuant to Sections 7-106-102, 7-110-101 and 7-110-102 of the Colorado General Corporation Law, Real Good Solar, Inc., a Colorado corporation (the “Corporation”), DOES HEREBY CERTIFY: The Articles of Incorporation of the Corporation (the “Articles of Incorporation”) confer

RGSE / Real Goods Solar, Inc. EX1A-11 CONSENT - - EXHIBIT 11.3

Exhibit 11.3 Consent of Independent Registered Public Accounting Firm We consent to the use in this Offering Statement on Form 1-A of Real Goods Solar, Inc. of our report dated April 2, 2018, except for the reclassification adjustments applied to the 2017 financial statements as described under the heading Discontinued Operations in Note 2 as to which the date is April 15, 2019, relating to the co

RGSE / Real Goods Solar, Inc. EX1A-13 TST WTRS - - EXHIBIT 13.1

Exhibit 13.1 RGS Energy is Evaluating the Potential of Proceeding with a Regulation A+ Preferred Stock Rights Offering DENVER, CO, August 26, 2019 – RGS Energy (OTCQX: RGSE), the exclusive worldwide manufacturer of the visually stunning POWERHOUSE™ Solar Shingle System, announced today that it is contemplating the benefits to its shareholders of conducting a regulation A+ rights offering involving

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 tv5295798k.htm FORM 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): September 17, 2019 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdicti

Business Update for 30-Day Period Since Last Conference Call

Exhibit 99.1 Business Update for 30-Day Period Since Last Conference Call POWERHOUSE™ Division Activity from Network Size Sales Pipeline Roofer & Solar Installer P/O Home Builder P/O Backlog Revenue March 16th – April 15th 262 $2,225,296 $22,416 $0 $0 $20,624 April 16th – May 15th 288 6,576,507 215,112 0 172,630 42,482 May 16th – June 15th 310 7,173,558 24,074 4,941,734 5,069,144 69,496 June 16th

Corporate Presentation September 5, 2019 OTCQX: RGSE Size: 9.625kW Littleton, CO April 24, 2019

Exhibit 99.1 Corporate Presentation September 5, 2019 OTCQX: RGSE Size: 9.625kW Littleton, CO April 24, 2019 Our Mission at RGS: Size: 14.74 kW with battery backup Satellite Beach, FL August 15, 2019 2 2019 Best of International Builder Show Awards “Saving the Planet, One Roof at a Time” with our Award - Winning Next Generation POWERHOUSE™ 3.0 Product Used to be when homeowners wanted to go solar

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 5, 2019 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commissio

Form of Real Goods Solar, Inc. Restricted Stock Agreement

Exhibit 10.1 Real Goods Solar, Inc. Restricted Stock Agreement This Restricted Stock Agreement (this “Agreement”) is dated as of the date of grant set forth below and is between Real Goods Solar, Inc., a Colorado corporation (“Real Goods”), and the individual named below (the “Grantee”). Real Goods has established the Real Goods Solar, Inc. 2018 Long-Term Incentive Plan, as amended from time to ti

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 tv5289038k.htm FORM 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): September 3, 2019 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdictio

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 tv5282928k.htm FORM 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): August 26, 2019 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction

RGS Energy is Evaluating the Potential of Proceeding with a Regulation A+ Preferred Stock Rights Offering

Exhibit 99.1 RGS Energy is Evaluating the Potential of Proceeding with a Regulation A+ Preferred Stock Rights Offering DENVER, CO, August 26, 2019 – RGS Energy (OTCQX: RGSE), the exclusive worldwide manufacturer of the visually stunning POWERHOUSE™ Solar Shingle System, announced today that it is contemplating the benefits to its shareholders of conducting a Regulation A+ rights offering involving

Business Update for 30-Day Period Since Last Conference Call

Exhibit 99.1 Business Update for 30-Day Period Since Last Conference Call POWERHOUSE™ Division POWERHOUSE™ Network: Reported as of July 15th (Last Conference Call) Reported as of Aug 15th (Today’s Conference Call) Number of participants 318 329 Number of states 48 48 Backlog & Sales Pipeline: Backlog $ 7,766,816 $ 7,817,075 Sales Pipeline 5,541,919 15,553,146 Purchase Orders & Revenue: Activity fr

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 tv5278398k.htm FORM 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): August 16, 2019 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction

RGSE / Real Goods Solar, Inc. 10-Q - Quarterly Report - FORM 10-Q

10-Q 1 tv52685410q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 tv5252468k.htm FORM 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): July 16, 2019 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of

Business Update for 30-Day Period Since Last Conference Call

Exhibit 99.1 Business Update for 30-Day Period Since Last Conference Call POWERHOUSE™ Division POWERHOUSE™ Network: Reported as of June 15th (Last Conference Call) Reported as of July 15th (Today’s Conference Call) Number of participants 310 318 Number of states 48 48 Backlog & Sales Pipeline: Backlog $ 5,069,144 $ 7,766,816 Sales Pipeline 7,173,558 5,541,919 Purchase Orders & Revenue: Activity fr

Submission of Matters to a Vote of Security Holders

8-K/A 1 tv5243598ka.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 25, 2019 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdic

Submission of Matters to a Vote of Security Holders

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): June 25, 2019 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission Fi

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 tv5236888k.htm FORM 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): June 17, 2019 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of

Business Update for 30-Day Period Since Last Conference Call

EX-99.1 2 tv523688ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Business Update for 30-Day Period Since Last Conference Call POWERHOUSE™ Division: POWERHOUSE™ Network: Reported on May 15th (Last Conference Call) Reported on June 15th (Today’s Conference Call) Number of participants 288 310 Number of states 48 48 Backlog at date of conference call $ 172,630 $ 5,069,144 * Sales Pipeline at date of conference

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 28, 2019 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission Fil

RGSE / Real Goods Solar, Inc. 8-A12G - - FORM 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Real Goods Solar, Inc. (Exact name of registrant as specified in its charter) Colorado (Jurisdiction of incorporation or organization) 26-1851813 (I.R.S. Employer Identification No.) 110 16th Stree

Business Update for 30-Day Period Since Last Conference Call

Exhibit 99.2 Business Update for 30-Day Period Since Last Conference Call POWERHOUSE™ Division: As of April 15th Last Conference Call As of May 15th Today’s Conference Call Number of participants in POWERHOUSE™ network 262 288 Number of states 40 48 Period 30 Days before Last Conference Call Activity Last 30 Days Purchase orders $22,416 $215,112 Revenue $20,624 $42,482 Sales pipeline at date of co

RGSE / Real Goods Solar, Inc. 10-Q Quarterly Report FORM 10-Q

10-Q 1 tv52135910q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi

Corporate Presentation May 2019 OTCQX: RGSE

Exhibit 99.1 Corporate Presentation May 2019 OTCQX: RGSE 2 Wind in Our Sails We reinvented America’s Original Solar Company (40 years) • Exclusive worldwide manufacturer of POWERHOUSE™ , an innovative and visually stunning in - roof solar shingle using technology developed by The Dow Chemical Company • UL and IEC certified third generation POWERHOUSE™ solar shingle • Redesigned for higher panel ef

Regulation FD Disclosure, Financial Statements and Exhibits

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 15, 2019 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission Fil

REAL GOODS SOLAR, INC. 18,798,562 shares of Class A common stock by us 4,506,698 shares of Class A common stock by selling shareholders

424B3 1 tv521635424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-230885 PROSPECTUS REAL GOODS SOLAR, INC. 18,798,562 shares of Class A common stock by us 4,506,698 shares of Class A common stock by selling shareholders This prospectus relates to (i) the offering by us of up to 18,798,562 shares of Class A common stock of Real Goods Solar, Inc. (“Common Stock”) upon exercise of

RGSE / Real Goods Solar, Inc. DEF 14A SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Def

RGSE / Real Goods Solar, Inc. S-1/A FORM S-1/A

As filed with the Securities and Exchange Commission on May 1, 2019 Registration No.

RGSE / Real Goods Solar, Inc. CORRESP - -

May 1, 2019 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.

RGSE / Real Goods Solar, Inc. PRELIMINARY PROSPECTUS SUPPLEMENT

PRE 14A 1 tv519620-pre14a.htm PRELIMINARY PROSPECTUS SUPPLEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, For Use

Placement Agent Warrant, dated as of April 1, 2016, issued to Roth Capital Partners, LLC.

EXHIBIT 4.16 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Articles of Incorporation of Real Goods Solar, Inc., revised to reflect correction made by Statement of Correction to Articles of Incorporation (filed herewith).

Exhibit 3.4 ARTICLES OF INCORPORATION OF REAL GOODS SOLAR, INC. ARTICLE I NAME The name of the Corporation shall be Real Goods Solar, Inc. ARTICLE II CORPORATE PURPOSE The nature of the business of the Corporation and the objects and purpose to be transacted, promoted, and carried on by it are to engage generally in any lawful business. ARTICLE III DURATION The Corporation shall have perpetual exi

RGSE / Real Goods Solar, Inc. FORM S-1

As filed with the Securities and Exchange Commission on April 15, 2019 Registration No.

RGSE / Real Goods Solar, Inc. POS AM

POS AM 1 tv518888posam.htm POS AM As filed with the Securities and Exchange Commission on April 15, 2019 Registration No. 333-189500 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 ON FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REAL GOODS SOLAR, INC. (Exact name of registrant as specified in its charter) Colorado

Subsidiaries of the Registrant (filed herewith)

Exhibit 21.1 Real Goods Solar, Inc. Subsidiaries State or Country of Incorporation or Registration Real Goods Energy Tech, Inc. (1) Colorado Alteris Renewables, Inc. (1) Delaware Real Goods Solar, Inc. – Mercury Solar (1) New York RGS Financing, Inc. (1) Colorado Elemental Energy, LLC (1)(2) Hawaii Mercury Energy, Inc. (1) Delaware (1) Owned by Real Goods Solar, Inc. (2) Doing business as “Sunetri

RGSE / Real Goods Solar, Inc. FORM 10-K (Annual Report)

10-K 1 tv51390110k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Fi

RGSE / Real Goods Solar, Inc. / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Real Goods Solar, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 75601N500 (CUSIP Number) April 2, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

Form of Placement Agent Warrant, dated as of April 4, 2019, issued to Dawson James Securities, Inc. (Incorporated by reference to Exhibit 4.1 to Real Goods Solar’s Current Report on Form 8-K filed April 4, 2019 (Commission File No. 001-34044)).

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT (AS DEFINED HEREIN), AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURS

RGS Energy Completes $3.3 Million Registered Offering of Common Stock and Warrants

EX-99.1 3 tv518141ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 RGS Energy Completes $3.3 Million Registered Offering of Common Stock and Warrants DENVER, CO, April 3, 2019 – RGS Energy (OTCQX: RGSE), the exclusive worldwide manufacturer of the visually stunning POWERHOUSE™ Solar Shingle System, has completed the previously announced $3.3 million registered offering of (A) 15,938,280 “Primary Units,” each

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): April 2, 2019 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission Fi

$3,300,000 of Primary Units, Consisting of Class A Common Stock and Series R Warrants to Purchase Class A Common Stock Alternative Units, Consisting of Series S Warrants to Purchase Class A Common Stock and Series R Warrants to Purchase Class A Commo

424B5 1 tv517872424b5.htm 424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-215985 PROSPECTUS SUPPLEMENT (To Prospectus dated July 21, 2017) $3,300,000 of Primary Units, Consisting of Class A Common Stock and Series R Warrants to Purchase Class A Common Stock Alternative Units, Consisting of Series S Warrants to Purchase Class A Common Stock and Series R Warrants to Purchase Class A Comm

Form of Series S Warrant, dated April 2, 2019, issued to the investors under the Securities Purchase Agreement, dated April 2, 2019 (Incorporated by reference to Exhibit 4.2 to Real Goods Solar’s Current Report on Form 8-K filed April 2, 2019 (Commission File No. 001-34044)).

Exhibit 4.2 real goods solar, INC. PREPAID SERIES S Warrant To Purchase Common Stock Warrant No.: S- Number of Shares of Common Stock: Date of Issuance: , 2019 (“Issuance Date”) Real Goods Solar, Inc., a Colorado corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [PURCHASER], the registered holder h

Form of Leak-Out Agreement (Incorporated by reference to Exhibit 10.2 to Real Goods Solar’s Current Report on Form 8-K filed April 2, 2019 (Commission File No. 001-34044)).

Exhibit 10.2 [Form 1] April 2, 2019 [Purchaser] Dear Sirs: This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and among Real Goods Solar, Inc., a Colorado corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”). Reference is hereby made to (a) the Securities Purchase Agreement, d

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): April 2, 2019 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission Fi

Engagement Letter, dated March 19, 2019, among Real Goods Solar, Inc. and Dawson James Securities, Inc. (Incorporated by reference to Exhibit 1.1 to Real Goods Solar’s Current Report on Form 8-K filed April 2, 2019 (Commission File No. 001-34044)).

Exhibit 1.1 March 19, 2019 PERSONAL AND CONFIDENTIAL Mr. Dennis Lacey CEO Real Goods Solar, Inc. 110 16th Street Suite 300 Denver, CO 80202 Dear Mr. Lacey: This letter will confirm the understanding and agreement (the “Agreement”) between Dawson James Securities, Inc. (“DJS”) and Real Goods Solar, Inc. and its related and affiliated entities (the “Company”) as follows: 1. Engagement: Subject to th

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

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

Form of Securities Purchase Agreement, dated April 2, 2019, among Real Goods Solar, Inc. and the purchasers party thereto (Incorporated by reference to Exhibit 10.1 to Real Goods Solar’s Current Report on Form 8-K filed April 2, 2019 (Commission File No. 001-34044)).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 2, 2019, between, Real Goods Solar, Inc., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions

Form of Series R Warrant, dated April 2, 2019, issued to the investors under the Securities Purchase Agreement, dated April 2, 2019 (Incorporated by reference to Exhibit 4.1 to Real Goods Solar’s Current Report on Form 8-K filed April 2, 2019 (Commission File No. 001-34044)).

Exhibit 4.1 real goods solar, INC. SERIES R Warrant To Purchase Common Stock Warrant No.: R- Number of Shares of Common Stock: Date of Issuance: , 2019 (“Issuance Date”) Real Goods Solar, Inc., a Colorado corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [PURCHASER], the registered holder hereof or

RGS Energy Announces Exiting Unprofitable Legacy Solar Business, Reducing Cash Outflow to Maximize POWERHOUSE™ Opportunity

Exhibit 99.1 RGS Energy Announces Exiting Unprofitable Legacy Solar Business, Reducing Cash Outflow to Maximize POWERHOUSE™ Opportunity DENVER, CO, March 29, 2019 – RGS Energy (OTCQX: RGSE), the exclusive worldwide manufacturer of the visually stunning POWERHOUSE™ Solar Shingle System, today announced that its Board of Directors determined on March 27, 2019 to exit its mainland residential solar b

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 29, 2019 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission F

RGSE / Real Goods Solar, Inc. NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: 12/31/18 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-

RGS Energy to Explore Strategic Alternatives

EX-99.1 2 tv515707ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 RGS Energy to Explore Strategic Alternatives DENVER, CO, March 7, 2019 – RGS Energy (OTCQX: RGSE), the exclusive worldwide manufacturer of the visually stunning POWERHOUSE™ Solar Shingle System, today announced that its Board of Directors, supported by its management team, has commenced a process to explore strategic alternatives focusing on m

Financial Statements and Exhibits, Other Events

8-K 1 tv5157078k.htm 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 7, 2019 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Inco

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): February 6, 2019 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission

RGS Energy to Begin Trading on OTCQX Best Market

EX-99.1 2 tv512874ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 RGS Energy to Begin Trading on OTCQX Best Market DENVER, CO, February 08, 2019 – RGS Energy (NASDAQ: RGSE), the exclusive worldwide manufacturer of the visually stunning POWERHOUSE™ Solar Shingle System, announced that it will move trading of the company's Class A common stock to the OTCQX® from The Nasdaq Capital Market effective February 15,

RGSE / Real Goods Solar, Inc. / Hudson Bay Capital Management LP - RGSE 13GA Passive Investment

SC 13G/A 1 rgse13ga.htm RGSE 13GA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Real Goods Solar, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 75601N500 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the ap

Letter of Moss Adams LLP dated December 6, 2018

Exhibit 16.1 December 6, 2018 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read Real Goods Solar, Inc.’s statements included under Item 4.01 of its Form 8-K filed on December 6, 2018 and we agree with such statements concerning our firm. /s/ Moss Adams LLP

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 tv5086218k.htm FORM 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): November 30, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdictio

Real Goods Solar, Inc. 2019 Incentive Compensation Plan (Incorporated by reference to Exhibit 10.3 to Real Goods Solar’s Current Report on Form 8-K filed November 20, 2018 (Commission File No. 001-34044)).

Exhibit 10.3 Real Goods Solar, Inc. 2019 Incentive Compensation Plan PURPOSE & OBJECTIVE The objective of this Real Goods Solar, Inc. 2019 Incentive Compensation Plan (the “Plan”) is to incentivize employees of Real Goods Solar, Inc. (the “Company” or “RGSE”) to work well together and individually to meet and exceed the RGSE Operating Plan and Budget for 2019. This document (i) sets forth the term

Real Goods Solar, Inc. 2019 One-Time Special Discretionary Bonus Plan (Incorporated by reference to Exhibit 10.4 to Real Goods Solar’s Current Report on Form 8-K filed November 20, 2018 (Commission File No. 001-34044)).

Exhibit 10.4 REAL GOODS SOLAR, INC. 2019 ONE-TIME SPECIAL DISCRETIONARY BONUS PLAN POLICY PURPOSE & OBJECTIVE The objective of this Real Goods Solar, Inc. 2019 One-time Special Discretionary Bonus Plan (this “Plan”) is to recognize the hard work and unwavering dedication of certain current employees of Real Goods Solar, Inc. (the “Company”) and members of the Board of Directors of the Company (the

Form of Change in Control Agreement entered into on November 14, 2018 between Real Goods Solar, Inc. and each of, among others, Alan Fine and Nicolle Dorsey (Incorporated by reference to Exhibit 10.1 to Real Goods Solar’s Current Report on Form 8-K filed November 20, 2018 (Commission File No. 001-34044)).

Exhibit 10.1 CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (this “Agreement”), effective as of (the “Effective Date”) is entered by and between Real Goods Energy Tech dba Real Goods Solar and Real Goods Solar, Inc. (collectively, the “Company”), with its principal offices located at 110 16th Street, 3rd Floor Denver, CO 80202, and , who resides at [insert address] (“Executive”), eac

Amendment to Employment Agreement, dated November 19, 2018, between Real Goods Solar, Inc. and Dennis Lacey (Incorporated by reference to Exhibit 10.2 to Real Goods Solar’s Current Report on Form 8-K filed November 20, 2018 (Commission File No. 001-34044)).

EX-10.2 3 tv507591ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 AMENDMENT TO EMPLOYMENT AGREEMENT This is a contractual amendment to the Employment Agreement between Real Goods Solar Inc., a Colorado corporation (“Company”), and Dennis Lacey (“Executive”), dated June 1, 2015 ("Employment Agreement"). The Company and Executive do now mutually desire to amend certain terms of the Employment Agreement by ente

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 tv5075918k.htm FORM 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): November 14, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdictio

Other Events

8-K 1 tv5074998k.htm FORM 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): November 16, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdictio

RGS Energy Reports on Current Financial Results

EX-99.1 2 tv506427ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 RGS Energy Reports on Current Financial Results DENVER, CO, November 6, 2018– RGS Energy (NASDAQ: RGSE), the exclusive worldwide manufacturer of the visually stunning POWERHOUSE™ Solar Shingle System, reported results for its third quarter ended September 30, 2018 and filed its quarterly report on Form 10-Q. RGS Energy encourages investors to

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 6, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission

RGSE / Real Goods Solar, Inc. 10-Q (Quarterly Report)

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34044 REAL GOODS SOLA

RGS Energy Receives Notice of Completion of Product Testing and Authorization to Apply UL Mark

EX-99.1 2 tv506193ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 RGS Energy Receives Notice of Completion of Product Testing and Authorization to Apply UL Mark DENVER, CO, November 2, 2018 – RGS Energy (NASDAQ: RGSE), the exclusive worldwide manufacturer of the visually stunning POWERHOUSE™ Solar Shingle System, reports that the next generation POWERHOUSE™ 3.0 solar shingle system has received notice of com

Regulation FD Disclosure, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): November 2, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): September 28, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commissi

Corporate Presentation September 30, 2018 NASDAQ: RGSE

Exhibit 99.1 Corporate Presentation September 30, 2018 NASDAQ: RGSE NASDAQ: RGSE Forward Looking Statements This presentation contains forward - looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including statements regarding the RGS Energy’s results of operations and financial positions, and RGS Energy’ s b usi

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 1, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission

REAL GOODS SOLAR, INC. 54,647,379 shares of Class A common stock

424B3 1 tv503207424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-227238 PROSPECTUS REAL GOODS SOLAR, INC. 54,647,379 shares of Class A common stock This prospectus relates to the offer and sale by the selling shareholders identified in the prospectus, and any of their respective pledgees, donees, transferees, or other successors in interest of up to 54,647,379 shares of Class

RGSE / Real Goods Solar, Inc. CORRESP

CORRESP 1 filename1.htm September 18, 2018 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Sergio Chinos Staff Attorney Division of Corporation Finance Office of Manufacturing and Construction Re: Real Goods Solar, Inc. Registration Statement on Form S-3 Filed September 7, 2018 File No. 333-227238 Ladies and Gentlemen: In accordance w

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 tv5027618-k.htm FORM 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): September 12, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdict

Corporate Presentation September 2018 NASDAQ: RGSE

EX-99.1 2 tv502761ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Corporate Presentation September 2018 NASDAQ: RGSE NASDAQ: RGSE Forward Looking Statements This presentation contains forward - looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including statements regarding the RGS Energy’s results of operations and financ

RGSE / Real Goods Solar, Inc. S-3

S-3 1 tv502474s3.htm S-3 As filed with the Securities and Exchange Commission on September 7, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REAL GOODS SOLAR, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organiza

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 tv5019498k.htm 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): August 29, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of In

Form of Letter Agreement, dated August 29, 2018, between Real Goods Solar, Inc. and each holder of Series A Senior Convertible Notes and Series B Senior Secured Convertible Notes, in each case due April 9, 2019 (Incorporated by reference to Exhibit 10.1 to Real Goods Solar’s Current Report on Form 8-K filed August 29, 2018 (Commission File No. 001-34044)).

EX-10.1 2 tv501949ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 REAL GOODS SOLAR, INC. 110 16th Street, Suite 300 Denver, CO 80202 [Note Holder Name and Address] August 29, 2018 Re: Waiver, Conversion Price Reduction and Consent To Whom It May Concern: Reference is hereby made to that certain Securities Purchase Agreement, dated March 30, 2018 (as amended, the “Securities Purchase Agreement”), by and betwe

RGSE / Real Goods Solar, Inc. 10-Q/A (Quarterly Report)

10-Q/A 1 tv50107410qa.htm 10-Q/A United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Placement Agency Agreement, dated January 29, 2018, between Real Goods Solar, Inc. and WestPark Capital, Inc. (Incorporated by reference to Exhibit 1.1 to Real Goods Solar’s Quarterly Report on Form 10-Q filed August 14, 2018 (Commission File No. 001-34044)).

EX-1.1 2 tv500670ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 January 29, 2018 PERSONAL AND CONFIDENTIAL Real Goods Solar, Inc. 833 West South Boulder Road Louisville, CO 80027 Attention: Mr. Dennis J. Lacey Chief Executive Officer This letter will confirm the understanding and agreement (the “Agreement”) between WestPark Capital, Inc. (“WestPark”) and Real Goods Solar, Inc. (the “Company”) as follows: 1. En

RGSE / Real Goods Solar, Inc. 10-Q (Quarterly Report)

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34044 REAL GOODS SOLAR, IN

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 14, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission

RGS Energy Reports On Current Financial Results and Position, POWERHOUSE™ Written Reservations Exceed $96 Million

EX-99.1 2 tv501032ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 RGS Energy Reports On Current Financial Results and Position, POWERHOUSE™ Written Reservations Exceed $96 Million DENVER, CO, August 14, 2018 – RGS Energy (NASDAQ: RGSE), the exclusive worldwide licensee of POWERHOUSE™, an innovative and visually stunning solar shingle system using technology developed by The Dow Chemical Company, reported res

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): August 7, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission F

Unregistered Sales of Equity Securities, Other Events

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): August 3, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission F

Unregistered Sales of Equity Securities, Other Events

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): July 25, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission Fi

Unregistered Sales of Equity Securities, Other Events

8-K 1 tv4991698k.htm FORM 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): July 17, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of

Unregistered Sales of Equity Securities, Other Events

8-K 1 tv4986578k.htm FORM 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): July 13, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of

Unregistered Sales of Equity Securities, Other Events

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): July 10, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission Fi

Unregistered Sales of Equity Securities, Other Events

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): July 9, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission Fil

Unregistered Sales of Equity Securities, Other Events

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): July 6, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission Fil

Unregistered Sales of Equity Securities, Other Events

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): July 5, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission Fil

Unregistered Sales of Equity Securities, Other Events

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): July 2, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission Fil

RGSE / Real Goods Solar, Inc. REGISTRATION STATEMENT

S-8 1 tv497564s8.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on June 28, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Real Goods Solar, Inc. (Exact Name of Registrant as Specified in its Charter) Colorado 26-1851813 (State or other Jurisdiction

Unregistered Sales of Equity Securities, Other Events

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): June 28, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission Fi

Unregistered Sales of Equity Securities, Other Events

8-K 1 tv4973458k.htm FORM 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): June 26, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of

Unregistered Sales of Equity Securities, Other Events

8-K 1 tv4970818-k.htm FORM 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): June 22, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction o

Real Goods Solar, Inc. 2018 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to Real Goods Solar’s Current Report on Form 8-K filed June 21, 2018 (Commission File No. 001-34044)).

EX-10.1 2 tv496961ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 REAL GOODS SOLAR, INC. 2018 LONG-TERM INCENTIVE PLAN Section 1. Purpose. The purpose of this Plan is to advance the interests of Real Goods and its shareholders by providing incentives to certain Eligible Persons who contribute significantly to the strategic and long-term performance objectives and growth of the Company. Section 2. Definitions

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): June 21, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission Fi

Form of Real Goods Solar, Inc. Employee Stock Option Agreement (Incorporated by reference to Exhibit 10.2 to Real Goods Solar’s Current Report on Form 8-K filed June 21, 2018 (Commission File No. 001-34044)).

Exhibit 10.2 Real Goods Solar, Inc. Employee Stock Option Agreement This Stock Option Agreement set forth below (this “Agreement”) is dated as of the date of grant set forth below and is between Real Goods Solar, Inc., a Colorado corporation (“Real Goods”), and the individual named below (the “Grantee”). Real Goods has established its 2018 Long-Term Incentive Plan (the “Plan”) to advance the inter

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 tv4960698k.htm FORM 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): June 5, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of

Corporate Presentation June 2018 NASDAQ: RGSE

Exhibit 99.1 Corporate Presentation June 2018 NASDAQ: RGSE NASDAQ: RGSE Forward Looking Statements This presentation contains forward - looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including statements regarding the RGS Energy’s results of operations and financial positions, and RGS Energy’ s b usiness and

Registration Rights Agreement, dated June 5, 2018, among Real Goods Solar, Inc., Iroquois Master Fund Ltd. and Iroquois Capital Investment Group LLC (Incorporated by reference to Exhibit 10.1 to Real Goods Solar’s Current Report on Form 8-K filed June 7, 2018 (Commission File No. 001-34044)).

Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT BY AND AMONG REAL GOODS SOLAR, INC., IROQUOIS MASTER FUND LTD AND IROQUOIS CAPITAL INVESTMENT GROUP LLC DATED AS OF JUNE 5, 2018 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of June 5, 2018 (this “Agreement”), by and among Iroquois Master Fund Ltd., a Cayman Islands exempted limited company (“Iroquois Master Fund”), Iroquois

Unregistered Sales of Equity Securities, Other Events

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): June 4, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission Fil

RGSE / Real Goods Solar, Inc. DEFA14A

DEFA14A 1 tv495280defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 tv4940118k.htm FORM 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): May 14, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of

UPDATE - RGS Energy Corrects and Expands First Quarter 2018 Results Press Release

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RGSE / Real Goods Solar, Inc. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Defin

RGS Energy Reports First Quarter 2018 Results

EX-99.1 2 tv493919ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 RGS Energy Reports First Quarter 2018 Results DENVER, CO, May 11, 2018 – RGS Energy (NASDAQ: RGSE), the exclusive worldwide licensee of POWERHOUSE™, an innovative and visually stunning solar shingle system using technology developed by The Dow Chemical Company, reported its results for the quarter ended March 31, 2018 and filed its quarterly r

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 11, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission Fil

RGSE / Real Goods Solar, Inc. FORM 10-Q (Quarterly Report)

10-Q 1 tv49316610q.htm FORM 10-Q United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Num

REAL GOODS SOLAR, INC. 51,038,634 shares of Class A common stock

424B3 1 tv493076424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-224477 PROSPECTUS REAL GOODS SOLAR, INC. 51,038,634 shares of Class A common stock This prospectus relates to the offer and sale by the selling shareholders identified in the prospectus, and any of their respective pledgees, donees, transferees, or other successors in interest of up to 51,038,634 shares of Class

RGSE / Real Goods Solar, Inc. CORRESP

CORRESP 1 filename1.htm May 3, 2018 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Sergio Chinos Staff Attorney Division of Corporation Finance Office of Manufacturing and Construction Re: Real Goods Solar, Inc. Registration Statement on Form S-3 Filed April 27, 2018 File No. 333-224477 Ladies and Gentlemen: In accordance with Rule 4

RGSE / Real Goods Solar, Inc. PRE 14A

PRE 14A 1 tv491724pre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: þ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as p

RGSE / Real Goods Solar, Inc. S-3

S-3 1 tv492039s3.htm S-3 As filed with the Securities and Exchange Commission on April 27, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REAL GOODS SOLAR, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organizatio

Shareholder Director Nominations

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): April 23, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission F

Registration Rights Agreement, dated April 9, 2018, among Real Goods Solar, Inc. and the investors under the Securities Purchase Agreement, dated March 30, 2018 (Incorporated by reference to Exhibit 10.2 to Real Goods Solar’s Current Report on Form 8-K filed April 10, 2018 (Commission File No. 001-34044)).

Exhibit 10.2 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 9, 2018, is by and among Real Goods Solar, Inc., a Colorado corporation with offices located at 110 16th Street, Suite 300, Denver, Colorado 80202 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connection w

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 tv4907368k.htm 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): April 9, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Inco

Form of Note Purchase Agreement, dated April 9, 2018, between Real Goods Solar, Inc. and each of the investors under the Securities Purchase Agreement, dated March 30, 2018 (Incorporated by reference to Exhibit 10.3 to Real Goods Solar’s Current Report on Form 8-K filed April 10, 2018 (Commission File No. 001-34044)).

Exhibit 10.3 EXECUTION COPY NOTE PURCHASE AGREEMENT NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of April 9, 2018, by and among Real Goods Solar, Inc., a Colorado corporation with offices located at 110 16th Street, Suite 300, Denver, Colorado 80202 (the “Company”) and the investor signatory hereto (the “Investor”). WHEREAS: A. Concurrently herewith, the Company, the Investor and certain ot

Form of Amendment No. 1 to Securities Purchase Agreement, dated April 9, 2018, between Real Goods Solar, Inc. and each of the investors under the Securities Purchase Agreement, dated March 30, 2018 (Incorporated by reference to Exhibit 10.1 to Real Goods Solar’s Current Report on Form 8-K filed April 10, 2018 (Commission File No. 001-34044)).

Exhibit 10.1 AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT This Amendment No. 1 (this “Amendment”) to that certain Securities Purchase Agreement, dated as of March 30, 2016, by and among Real Goods Solar, Inc., a Colorado corporation, the investor signatory hereto (the “Investor”) and the other investors (each, an “Other Investor”) signatory thereto (the “Securities Purchase Agreement”) is ente

Form of Placement Agent Warrant, dated April 9, 2018, issued by Real Goods Solar, Inc. to WestPark Capital, Inc. (Incorporated by reference to Exhibit 4.5 to Real Goods Solar’s Current Report on Form 8-K filed April 10, 2018 (Commission File No. 001-34044)).

Exhibit 4.5 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

Form of Series B Senior Secured Convertible Note, dated April 9, 2018, issued to the investors under the Securities Purchase Agreement, dated March 30, 2018 (Incorporated by reference to Exhibit 4.2 to Real Goods Solar’s Current Report on Form 8-K filed April 10, 2018 (Commission File No. 001-34044)).

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

Form of Secured Promissory Notes, dated April 9, 2018, issued to Real Goods Solar, Inc. under the Note Purchase Agreement, dated April 9, 2018 by each of the investors under the Securities Purchase Agreement, dated March 30, 2018 (Incorporated by reference to Exhibit 4.4 to Real Goods Solar’s Current Report on Form 8-K filed April 10, 2018 (Commission File No. 001-34044)).

Exhibit 4.4 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE, TO THE EXTENT APPLICABLE HERETO. SECURED PROMISSORY NOTE New Yor

Form of Master Netting Agreement, dated April 9, 2018, between Real Goods Solar, Inc. and each of the investors under the Securities Purchase Agreement, dated March 30, 2018 (Incorporated by reference to Exhibit 10.4 to Real Goods Solar’s Current Report on Form 8-K filed April 10, 2018 (Commission File No. 001-34044)).

Exhibit 10.4 EXECUTION COPY MASTER NETTING AGREEMENT MASTER NETTING AGREEMENT (the “Agreement”), dated as of April 9, 2018, by and among Real Goods Solar, Inc., a Colorado corporation with offices located at 110 16th Street, Suite 300, Denver, CO 80202 (the “Company”) and the investor signatory hereto (the “Investor”, and together with the Company, the “Parties” and each a “Party”). WHEREAS, prior

Form of Series A Senior Convertible Note, dated April 9, 2018, issued to the investors under the Securities Purchase Agreement, dated March 30, 2018 (Incorporated by reference to Exhibit 4.1 to Real Goods Solar’s Current Report on Form 8-K filed April 10, 2018 (Commission File No. 001-34044)).

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

Form of Series Q Warrants, dated April 9, 2018, issued to the investors under the Securities Purchase Agreement, dated March 30, 2018 (Incorporated by reference to Exhibit 4.3 to Real Goods Solar’s Current Report on Form 8-K filed April 10, 2018 (Commission File No. 001-34044)).

Exhibit 4.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

RGSE / Real Goods Solar, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34044 REAL GOODS SO

Subsidiaries of the Registrant (Incorporated by reference to Exhibit 21.1 to Real Goods Solar’s Annual Report on Form 10-K filed April 2, 2018 (Commission File No. 001-34044))

Exhibit 21.1 Real Goods Solar, Inc. Subsidiaries State or Country of Incorporation or Registration Real Goods Energy Tech, Inc. (1) Colorado Alteris Renewables, Inc. (1) Delaware Real Goods Solar, Inc. – Mercury Solar (1) New York RGS Financing, Inc. (1) Colorado Elemental Energy, LLC (1)(2) Hawaii Mercury Energy, Inc. (1) Delaware (1) Owned by Real Goods Solar, Inc. (2) Doing business as “Sunetri

Securities Purchase Agreement, dated March 30, 2018, among Real Goods Solar, Inc. and the investor parties thereto (Incorporated by reference to Exhibit 10.1 to Real Goods Solar’s Current Report on Form 8-K filed April 2, 2018 (Commission File No. 001-34044)).

Exhibit 10.1 EXECUTION COPY SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 30, 2018, is by and among Real Goods Solar, Inc., a Colorado corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). RECITALS A. The Company and each Buyer is execu

Form of Secured Promissory Notes to be issued to the Company under the Note Purchase Agreement

Exhibit 4.3 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE, TO THE EXTENT APPLICABLE HERETO. SECURED PROMISSORY NOTE New Yor

Combined Form of Series A Senior Convertible Note and Series B Senior Secured Convertible Note to be issued to the investors under the Securities Purchase Agreement, dated March 30, 2018

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition

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 30, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission F

Form of Master Netting Agreement to be entered into among Real Goods Solar, Inc. and the investors under the Securities Purchase Agreement, dated March 30, 2018

Exhibit 10.4 MASTER NETTING AGREEMENT MASTER NETTING AGREEMENT (the “Agreement”), dated as of , 2018, by and among Real Goods Solar, Inc., a Colorado corporation with offices located at 110 16th Street, Suite 300, Denver, CO 80202 (the “Company”) and the investor signatory hereto (the “Investor”, and together with the Company, the “Parties” and each a “Party”). WHEREAS, prior to the date hereof, (

Form of Note Purchase Agreement to be entered into among Real Goods Solar, Inc. and the investors under the Securities Purchase Agreement, dated March 30, 2018

Exhibit 10.3 NOTE PURCHASE AGREEMENT NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of , 2018, by and among Real Goods Solar, Inc., a Colorado corporation with offices located at 110 16th Street, Suite 300, Denver, Colorado 80202 (the “Company”) and the investor signatory hereto (the “Investor”). WHEREAS: A. Concurrently herewith, the Company, the Investor and certain other investors (the “Ot

Form of Registration Rights Agreement to be entered into among Real Goods Solar, Inc. and the investors under the Securities Purchase Agreement, dated March 30, 2018

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2018, is by and among Real Goods Solar, Inc., a Colorado corporation with offices located at 110 16th Street, Suite 300, Denver, Colorado 80202 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connection with the Securities Pur

RGS Energy Completes Realignment of Solar Division and Announces Capital Raise for Commercialization of Next Generation POWERHOUSE™ 3.0

Exhibit 99.1 RGS Energy Completes Realignment of Solar Division and Announces Capital Raise for Commercialization of Next Generation POWERHOUSE™ 3.0 DENVER, CO, April 2, 2018 – RGS Energy (NASDAQ: RGSE), America’s Original Solar Company® since 1978, has realigned its operations to best serve the company’s customers, including traditional solar and POWERHOUSE™ in-roof shingle customers. POWERHOUSE™

Form of Series Q Warrants to be issued to the investors under the Securities Purchase Agreement, dated March 30, 2018

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 tv4882598k.htm 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 9, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Inco

RGSE / Real Goods Solar, Inc. / Frigate Ventures LP - SC 13G/A Passive Investment

SC 13G/A 1 d542840dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) (Amendment No. 1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Real Goods Solar, Inc. (Name of Issuer) Common Stock, 0.0001 par value (Title of Class of Securities) 75601N302 (CU

Amended and Restated Real Goods Solar, Inc. 2008 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to Real Goods Solar’s Current Report on Form 8-K filed February 12, 2018 (Commission File No. 001-34044)).

EX-10.1 2 tv485652ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 REAL GOODS SOLAR, INC. 2008 LONG-TERM INCENTIVE PLAN AMENDED AND RESTATED February 8, 2018, Section Section 1. Purpose. The purpose of this Plan is to advance the interests of Real Goods and its shareholders by providing incentives to certain Eligible Persons (as defined below) who contribute significantly to the strategic and long-term perfor

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 tv4856528k.htm FORM 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): February 8, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction

RGSE / Real Goods Solar, Inc. / Hudson Bay Capital Management LP - REAL GOODS SOLAR, INC. SC13G/A Passive Investment

FORM SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Real Goods Solar, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 75601N500 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

Other Events

8-K 1 tv4841028k.htm FORM 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): January 25, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 tv4833148k.htm FORM 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): January 16, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction

RGS Energy Reports 2017 Year-in-Review: Added Technology Plays, Grew Sales & Backlog and Improved Financial Strength

Exhibit 99.1 RGS Energy Reports 2017 Year-in-Review: Added Technology Plays, Grew Sales & Backlog and Improved Financial Strength DENVER, CO, January 16, 2018 ? RGS Energy (NASDAQ: RGSE), America?s Original Solar Company since 1978, completed 2017 with strong sales growth, achievements and milestones, and set stage for new year. 2017 Corporate Highlights ? Added technology plays: o Awarded exclusi

RGSE / Real Goods Solar, Inc. / Iroquois Capital Management, LLC - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Real Goods Solar, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 75601N500 (CUSIP Number) RICHAR

JOINT FILING AGREEMENT

EX-99.1 2 ex991to13d0704201301122018.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Class A Common Stock, par

RGSE / Real Goods Solar, Inc. DEFA14A

DEFA14A 1 tv482990defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as

Placement Agency Warrant, dated January 4, 2018, issued to Westpark Capital, LLC (Incorporated by reference to Exhibit 4.1 to Real Goods Solar’s Current Report on Form 8-K filed January 4, 2018 (Commission File No. 001-34044)).

EX-4.1 2 tv482661ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT (AS DEFINED HEREIN), AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE OR

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 tv4826618k.htm FORM 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): January 4, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction

RGS Energy Completes $1.8 Million Common Stock and Warrant Financing

Exhibit 99.1 RGS Energy Completes $1.8 Million Common Stock and Warrant Financing DENVER, CO, January 4, 2018 ? RGS Energy (NASDAQ: RGSE), the nation?s original solar company since 1978, has completed the previously announced $1.8 million offering of (i) 800,000 shares of Class A common stock, (ii) Prepaid Series P Warrants to purchase an aggregate of 800,000 shares of Class A common stock, and (i

Other Events

8-K/A 1 tv4826218ka.htm FORM 8-K/A (AMENDMENT NO. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 14, 2017 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-3

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 tv4812828k.htm FORM 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): January 2, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction

Cooperation Agreement dated January 2, 2018, between Real Goods Solar, Inc. and Iroquois Capital Management LLC, Iroquois Master Fund LTD, Iroquois Capital Investment Group LLC, Richard Abbe and Kimberly Page (Incorporated by reference to Exhibit 10.1 to Real Goods Solar’s Current Report on Form 8-K filed January 3, 2018 (Commission File No. 001-34044)).

EX-10.1 2 tv481282ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 COOPERATION AGREEMENT This Cooperation Agreement (this “Agreement”), is made and entered into as of January 2, 2018 by and among Real Goods Solar, Inc., a Colorado corporation (the “Company”), and the entities and natural persons set forth in the signature pages hereto (collectively, “Iroquois”) (each of the Company and Iroquois, a “Party” to

RGS Energy Announces Settlement Agreement with Iroquois Capital

EX-99.1 3 tv481282ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 RGS Energy Announces Settlement Agreement with Iroquois Capital DENVER, CO, January 3, 2018 – RGS Energy (the “Company”) (NASDAQ: RGSE), the nation’s original solar company since 1978, announced today that it has reached an agreement with Iroquois Master Fund Ltd. and certain of its affiliates (collectively, “Iroquois”) pursuant to which Iroqu

REAL GOODS SOLAR, INC. Up to 1,600,000 Shares of Class A Common Stock and Series P Warrants to Purchase Up to 1,600,000 Shares of Class A Common Stock

424B5 1 tv482397424b5.htm 424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-215985 PROSPECTUS SUPPLEMENT (To Prospectus dated July 21, 2017) REAL GOODS SOLAR, INC. Up to 1,600,000 Shares of Class A Common Stock and Series P Warrants to Purchase Up to 1,600,000 Shares of Class A Common Stock We are offering up to 1,600,000 shares of our Class A common stock, par value $0.0001, or “Common

Form of Series O Warrant, dated January 4, 2018, issued to the investor party to the Securities Purchase Agreement, dated January 2, 2018 (Incorporated by reference to Exhibit 4.1 to Real Goods Solar’s Current Report on Form 8-K filed January 2, 2018 (Commission File No. 001-34044)).

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT (AS DEFINED HEREIN), AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE OR SOLD, TRANSFERRED OR ASSIGNED EXCEPT P

RGS Energy Prices $1.8 Million Common Stock and Warrant Financing

Exhibit 99.1 RGS Energy Prices $1.8 Million Common Stock and Warrant Financing DENVER, CO, January 2, 2018 ? RGS Energy (NASDAQ: RGSE) today announced that it has entered into a securities purchase agreement with one institutional investor providing for the purchase and sale of (i) 800,000 shares of Class A common stock, (ii) Prepaid Series P Warrants to purchase an aggregate of 800,000 shares of

Engagement Agreement, dated December 13, 2017, among Real Goods Solar, Inc. and WestPark Capital, Inc. (Incorporated by reference to Exhibit 1.1 to Real Goods Solar, Inc.’s Current Report on Form 8-K filed January 2, 2018 (Commission File No. 001-34044)).

Exhibit 1.1 December 13, 2017 PERSONAL AND CONFIDENTIAL Real Goods Solar, Inc. 833 West South Boulder Road Louisville, CO 80027 Attention: Mr. Dennis J. Lacey Chief Executive Officer This letter will confirm the understanding and agreement (the “Agreement”) between WestPark Capital, Inc. (“WestPark”) and Real Goods Solar, Inc. (the “Company”) as follows: 1. Engagement: The Company hereby engages W

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): January 2, 2018 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission

Form of Series P Warrant, dated January 4, 2018, issued to the investor party to the Securities Purchase Agreement, dated January 2, 2018 (Incorporated by reference to Exhibit 4.2 to Real Goods Solar’s Current Report on Form 8-K filed January 2, 2018 (Commission File No. 001-34044)).

Exhibit 4.2 real goods solar, INC. PREPAID SERIES P Warrant To Purchase Common Stock Warrant No.: P-[] Number of Shares of Common Stock: [] Date of Issuance: [ ], 2018 (?Issuance Date?) Real Goods Solar, Inc., a Colorado corporation (the ?Company?), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [PURCHASER], the registered

Form of Securities Purchase Agreement, dated January 2, 2018, between Real Goods Solar, Inc. and the purchaser party thereto (Incorporated by reference to Exhibit 10.1 to Real Goods Solar’s Current Report on Form 8-K filed January 2, 2018 (Commission File No. 001-34044)).

Exhibit 10.1 FORM OF SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of January 2, 2018, between, Real Goods Solar, Inc., a Colorado corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHER

Other Events

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): December 14, 2017 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commissio

Corporate Presentation Fall 2017 NASDAQ: RGSE

Exhibit 99.1 Corporate Presentation Fall 2017 NASDAQ: RGSE NASDAQ: RGSE Forward - Looking Statements This presentation contains forward - looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including statements regarding the RGS Energy?s results of operations and financial positions, and RGS Energy?s business and

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 tv4813198k.htm FORM 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): December 13, 2017 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdictio

Corporate Presentation Fall 2017 NASDAQ: RGSE

EX-99.1 2 tv480928ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Corporate Presentation Fall 2017 NASDAQ: RGSE NASDAQ: RGSE Forward - Looking Statements This presentation contains forward - looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including statements regarding the RGS Energy’s results of operations and financial

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 tv4809288k.htm FORM 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): December 6, 2017 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction

RGSE / Real Goods Solar, Inc. DEFINITIVE ADDITIONAL MATERIALS

DEFA14A 1 tv480284defa14a.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of

Letter from Hein addressed to the Securities and Exchange Commission

Exhibit 16.1 November 17, 2017 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read Real Goods Solar, Inc.?s statements included under Item 4.01 of its Form 8-K filed on November 17, 2017 and we agree with such statements concerning our firm. /s/ Hein & Associates LLP

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): November 16, 2017 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commissio

RGS Energy Reports Third Quarter 2017 Results

EX-99.1 2 tv479120ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 RGS Energy Reports Third Quarter 2017 Results DENVER, CO, November 9, 2017 – RGS Energy (NASDAQ: RGSE), the nation’s original solar company since 1978, reported results for its third quarter ended September 30, 2017. Financial Summary (000’s omitted) Q3 2017 Q2 2017 Q3 2016 Net loss $ (4,422 ) $ (4,030 ) $ (7,735 ) Stockholders’ equity (defici

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 tv4791208k.htm FORM 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): November 9, 2017 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction

RGSE / Real Goods Solar, Inc. FORM 10-Q (Quarterly Report)

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34044 REAL GOODS SOLA

RGSE / Real Goods Solar, Inc. DEFINITIVE ADDITIONAL MATERIALS

DEFA14A 1 tv478783defa14a.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Chec

RGSE / Real Goods Solar, Inc. DEFINITIVE ADDITIONAL MATERIALS

DEFA14A 1 tv478524defa14a.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 tv4783258k.htm FORM 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): November 1, 2017 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction

Other Events

8-K 1 tv4773338k.htm FORM 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): October 18, 2017 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction

Real Goods Solar FORM 8-K (Current Report/Significant Event)

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): October 19, 2017 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission

RGS Energy Issues Business Update – Net Sales Up 59%, Installation Revenue Increases 36%

EX-99.1 2 tv477277ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 RGS Energy Issues Business Update – Net Sales Up 59%, Installation Revenue Increases 36% Denver, CO, October 19, 2017 – RGS Energy (NASDAQ: RGSE), the nation’s original solar company since 1978, provided a business update on its progress during the third quarter. Summary of Expectations Versus Results: July 17, 2017 Business Update Expectation

Other Events

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): October 4, 2017 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission

RGS Energy and Dow Sign Exclusive License Agreement to Commercialize POWERHOUSE™ Solar Shingle RGS Energy Will Host a Conference Call Today at 2:15 p.m. MT

EX-99.1 3 v476362ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 RGS Energy and Dow Sign Exclusive License Agreement to Commercialize POWERHOUSE™ Solar Shingle RGS Energy Will Host a Conference Call Today at 2:15 p.m. MT DENVER, Colo., October 4, 2017 – RGS Energy (NASDAQ: RGSE) has entered into an exclusive domestic and international license agreement with The Dow Chemical Company for the POWERHOUSE™ solar

Technology License Agreement, dated September 29, 2017, by and between Real Goods Solar, Inc. and Dow Global Technologies LLC (Incorporated by reference to Exhibit 10.1 to Real Goods Solar, Inc.’s Current Report on Form 8-K filed October 4, 2017 (Commission File No. 001-34044)).

EX-10.1 2 v476362ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 TECHNOLOGY LICENSE AGREEMENT This Agreement is made and entered into as of the Effective Date, by and between: Dow Global Technologies LLC, a limited liability company existing under the laws of the State of Delaware, United States of America having its principal place of business at 2040 Dow Center, Midland, Michigan 48674 (hereinafter called

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): September 29, 2017 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commissi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 v4750618k.htm FORM 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): September 8, 2017 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction

Real Goods Solar DEFINITIVE ADDITIONAL MATERIALS

DEFA14A 1 v474860defa14a.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of t

Financial Statements and Exhibits, Other Events

8-K 1 v4748628k.htm FORM 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): September 11, 2017 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdictio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Exhibit 99.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e

Amendment No. 1 to the Real Goods Solar, Inc. 2008 Long Term Incentive Plan, as Amended and Restated June 22, 2017 subject to approval by shareholders.

EX-10.1 2 v474862ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT NO. 1 TO REAL GOODS SOLAR, INC. 2008 LONGTERM INCENTIVE PLAN (AS AMENDED AND RESTATED ON JUNE 22, 2017) THIS AMENDMENT No. 1 to the Real Goods Solar, Inc. 2008 Long-Term Incentive Plan (as amended and restated on June 22, 2017) (the “Plan”) is made effective as of September 11, 2017 (the “Effective Date”). All capitalized terms not de

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

Real Goods Solar DEFINITIVE ADDITIONAL MATERIALS

DEFA14A 1 v474232defa14a.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check

Real Goods Solar FORM 8-K (Current Report/Significant Event)

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): August 23, 2017 REAL GOODS SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 001-34044 26-1851813 (State or Other Jurisdiction of Incorporation) (Commission