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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): September 4, 2025 |
FTC Solar, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-40350 |
81-4816270 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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9020 N Capital of Texas Hwy, Suite I-260 |
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Austin, Texas |
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78759 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 737 787-7906 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, $0.0001 par value |
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FTCI |
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The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 4, 2025, FTC Solar, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment and restatement to the Company’s 2021 Stock Incentive Plan to reserve an additional 2,000,000 shares of Common Stock issuable under the 2021 Stock Incentive Plan.
The foregoing description of the 2021 Stock Incentive Plan is qualified in its entirety by reference to Amendment No. 1 to 2021 Stock Incentive Plan, filed as Exhibit 10.1 hereto.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held the Special Meeting on September 4, 2025. Set forth below are the final results of the voting with respect to each matter acted upon at the Special Meeting.
Proposal 1 - Issuance of Common Stock issuable upon exercise of certain Warrants
The stockholders approved the issuance of an aggregate 6,836,237 shares of our Common Stock issuable upon exercise of certain Warrants to purchase Common Stock, in excess of the exercise caps applicable to the Warrants.
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For |
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Against |
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Withhold/
Abstain |
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To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of an aggregate 6,836,237 shares of our Common Stock, par value $0.0001 per share (the "Common Stock"), issuable upon exercise of certain Warrants to purchase Common Stock (the "Warrants"), in excess of the exercise caps applicable to the Warrants. |
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8,296,533 |
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193,566 |
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37,472 |
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Proposal 2 - Amendment to our 2021 Stock Incentive Plan
The stockholders approved an amendment to our 2021 Stock Incentive Plan to reserve an additional 2,000,000 shares of Common Stock issuable under the 2021 Stock Incentive Plan.
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For |
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Against |
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Withhold/
Abstain |
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To approve an amendment to our 2021 Stock Incentive Plan (the "2021 Plan") to reserve an additional 2,000,000 shares of Common Stock for issuance under the 2021 Plan. |
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8,046,344 |
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413,045 |
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68,182 |
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Item 9.01 Financial Statements and Exhibits.(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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FTC SOLAR, INC. |
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Date: |
September 4, 2025 |
By: |
/s/ Cathy Behnen |
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Cathy Behnen,
Chief Financial Officer |
EX-10.1
2
ftci-ex10_1.htm
EX-10.1
EX-10.1
Exhibit 10.1
Amendment No. 1 to 2021 Stock Incentive Plan
This Amendment No. 1 to Stock Incentive Plan (the “Amendment”) to the FTC Solar, Inc. 2021 Stock Incentive Plan (the “Plan”) is made by FTC Solar, Inc., a Delaware corporation (the “Company”), effective as of the date of its approval by the stockholders of the Company at the Special Meeting of Stockholders.
This Amendment was approved by the Company’s Board of Directors effective July 14, 2025.
a.
Section 4(a) of the Plan is hereby amended and restated in its entirety to read as follows:
“(a) Share Reserve.
(1) The maximum number of shares of Common Stock reserved for issuance under the Plan shall be 5,071,068, which, for the avoidance of doubt, reflects the reverse stock split effective as of November 29, 2024 (the “Share Reserve”) (subject to further adjustment as provided Section 5); provided, however the Share Reserve will automatically increase on January 1st of each calendar year (each, an “Evergreen Date”), prior to the tenth anniversary of the Effective Date, in an amount equal to the lesser of (i) 4% of the total number of shares of Common Stock outstanding on the December 31st immediately preceding the applicable Evergreen Date and (ii) a number of shares of Common Stock determined by the Administrator.
(2) All and up to 5,071,068 Shares (subject to adjustment as provided in Section 5 hereof) may be granted as ISOs.”
2.
Continued Effect. Except as set forth herein, the Plan shall remain unchanged and in full force and effect, and the forms of stock option award agreements, restricted stock units award agreements and any outstanding award agreements under the Plan shall effectively adopt the amendments herein, as applicable.
