Date of Report (Date of Earliest Event Reported): September 12, 2018





(Exact Name of Registrant as Specified in its Charter)




Colorado 001-34044 26-1851813

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


110 16th Street, Suite 300, Denver, CO 80202

(Address of Principal Executive Offices, Including Zip Code)


Registrant’s telephone number, including area code: (303) 222-8300


Not Applicable

(Former Name or Former Address, if Changed Since Last Report)




Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨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 communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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

Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨






Item 7.01. Regulation FD Disclosure.


The Company has posted the attached presentation related to the Company’s business to the investor relations section of its website on September 12, 2018. Before the end of the first quarter ended March 31, 2018, the Company entered into an agreement for the sale of convertible notes and warrants and closed the transaction shortly after the end of the first quarter. The attached presentation contains information showing the pro forma effect on the company’s June 30, 2018 balance sheet as if the net proceeds from the issuance of Class A shares for convertible notes and warrants during the period July 1, 2018 through August 31, 2018 had occurred by the end of the second quarter. Management believes it is meaningful to investors to see the pro forma effect of the on cash, convertible debt and stockholders’ equity. The presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


The information under this Item 7.01 and the presentation attached hereto as Exhibit 99.1 are being furnished by the Company pursuant to Item 7.01. In accordance with General Instruction B.2 of Form 8-K, the information contained under this Item 7.01 and the presentation attached hereto as Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. In addition, this information shall not be deemed incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits





99.1   Presentation, dated September 12, 2018







Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





  By: /s/ Alan Fine


Alan Fine
    Chief Financial Officer

Date: September 12, 2018





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 financial positions, and RGS Energy’ s b usiness and financial strategies. Forward - looking statements are neither historical facts nor assurances of future performance. Instead, they provide our current beliefs, expectations, assumptions, forecasts, and hypothetical constructs about future events, and include statements regarding our future results of operations and financial position, business strategy, budgets, projected costs, plans and objectives of management for future operations. The words “plan,” “fu tur e,” “may,” “will,” “expect,” “will,” and “estimate” and similar expressions as they relate to us are intended to identify such forward - looking statements. Forward - looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accur ate indications of the times at, or by, which such performance or results will be achieved, if at all. Forward looking statements are subject to risks and unc ert ainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward looking statements. Therefor e, RGS Energy cautions you against relying on any of these forward - looking statements. Key risks and uncertainties that may cause a change in any forward - looking statement or that could cause our actual results and financial condition to differ materially from those indicated in the forward - looking statements include: RGS Energy’s ability to successfully and timely comme rcialize POWERHOUSE™ 3.0; the ability to obtain requisite UL certification of POWERHOUSE™ 3.0; the adequacy of, and access to, capital necessary to commerc ial ize POWERHOUSE™ 3.0; RGS Energy’s ability to satisfy the conditions and our obligations under the POWERHOUSE™ 3.0 license agreement; RGS Energy’s abil ity to manage supply chain in order to have production levels and pricing of the POWERHOUSE™ 3.0 shingles to be competitive; cost and availability of raw m ate rials; the ability of RGS Energy to successfully expand its operations and employees and realize profitable revenue growth from the sale and installation of P OWE RHOUSE™ 3.0, and to the extent, anticipated; the potential impact of the announcement of RGS Energy’s expansion into the POWERHOUSE™ 3.0 business wit h e mployees, suppliers, customers and competitors; RGS Energy’s ability to successfully and timely expand its POWERHOUSE™ 3.0 business outside of the Un ited States; foreign exchange risks associated with the POWERHOUSE™ 3.0 business; intellectual property infringement claims and warranty claims related to the POWERHOUSE™ 3.0 business; competition in the built - in photovoltaic solar system business; the impact of POWERHOUSE™ on RGS Energy’s stock price and financ ial performance; the actual price of POWERHOUSE™ and installation thereof; demand for POWERHOUSE™; RGS Energy’s ability to realize revenue from written r ese rvations for initial POWERHOUSE™ deliveries; RGS Energy’s ability to obtain future written reservations for POWERHOUSE™ deliveries; RGS Energy’s a bil ity to realize revenue from sales of Powerhouse arising from the California Energy Commissions’ mandate for solar systems with new home building commenci ng in 2020 and similar mandates and programs; rules, regulations and policies pertaining to electricity pricing and technical interconnection of cus tom er - owned electricity generation such as net energy metering; the continuation and level of government and utility incentives for solar energy; changes in gen era l economic, business and political conditions, including tariffs on imported solar cells and changes in the financial markets; RGS Energy’s stock pric e a nd shareholders’ value; RGS Energy’s ability to satisfy the conditions to receive the additional funds underlying the investor promissory notes; RGS Energy’s abil ity to satisfy equity conditions and other covenants in the transaction documents for the offering of convertible notes due April 9, 2019, including, without limitation s, obtaining shareholder approval as described above; whether RGS Energy will receive any proceeds from the exercise of warrants; The impact on future hypothetica l e arnings per share of future employee incentive compensation by cash bonuses and stock option awards; and other risks and uncertainties included in the Co mpa ny’s filings with the Securities and Exchange Commission. You should read the section entitled “Risk Factors” in our 2017 Annual Report on Form 10 - K and in our Quarterly Reports on Form 10 - Q for the quarter ended March 30, 2018 and June 30, 2018, each of which has been filed with the Securities and Exchange Commission, which identify ce rta in of these and additional risks and uncertainties. Any forward - looking statements made by us in this press release speak only as of the date of this pres s release. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We do not undertake any obligation to publicly update or revise any forward - looking statement, whether as a result of new information, future developments or otherwis e, except as may be required by law. POWERHOUSE™ is a trademark of The Dow Chemical Company, used under license. RGS Energy is the Company’s registered trade name. The Company files periodic and other reports with the Securities and Excha nge Commission under its official name “Real Goods Solar, Inc.” © Copyright 2018 - 2017 Real Goods Solar, Inc. All Rights Reserved. 2



NASDAQ: RGSE We’ve Reinvented the Company Exclusive worldwide manufacturer of POWERHOUSE™, an innovative and visually stunning in - roof solar shingle using technology developed by The Dow Chemical Company America’s Original Solar Company: 40 - years selling, designing and installing residential & commercial, solar systems HQ in Denver, Colorado – ~130 employees across U.S. 3 POWERHOUSE™ is a trademark of The Dow Chemical Company, used under license.



NASDAQ: RGSE Key Stats & Company Update: NASDAQ (RGSE) 4 Company Update • Awarded the worldwide license to manufacture POWERHOUSE™ through 2034 • UL process underway for next generation POWERHOUSE™ 3.0; anticipating certification during October 2018 • Written POWERHOUSE™ reservations to - date exceed $100M in potential annual revenue • Well - positioned to take advantage of continuing government mandates for solar on new homes Focused on Commercializing POWERHOUSE™ 3.0 Data source: Nasdaq.net and Company. (mrq) – most recent quarter as of June 30, 2018. 1) As of Sept 11, 2018. 2) The pro forma r esults present the company’s balance sheet as if the net proceeds from the issuance of Class A shares for convertible notes and warrants during the period July 1, 2018 through August 31, 2018 had occurred as of June 30, 201 8. POWERHOUSE™ is a trademark of The Dow Chemical Company, used under license Stock Price (09/11/2018) $0.39 52 Week Low - High $0.30 - $3.25 Avg. Vol. (50 - day) 3,724,573 Shares Outstanding 1 ~51M Insider Holdings (est.) ~1% Market Cap ~$18.6M Employees ~130 Revenue (mrq) $3.6M Operating Loss from Cont. Ops. (mrq) $4.1M ($000’s omitted) 2 nd Quarter 2018 (reported) Pro Forma Adjustments (Unaudited) Pro Forma 2 nd Quarter 2018 2 (Unaudited) Cash $1,541 $9,832 $11,373 Convertible Debt, net $290 $(182) $108 Stockholders Equity $(123) $10,273 $10,150



NASDAQ: RGSE Why POWERHOUSE™ 3.0 5 The next generation POWERHOUSE™ 3.0 engineered to significantly reduce price • Strategic Decision – use traditional Silicon Solar Cells instead of CIGS • This Decision requires us to obtain UL certification for POWERHOUSE™ 3.0 POWERHOUSE™ 3.0 POWERHOUSE™ 2.0 Solar Cells: Half Cut Mono - PERC Silicon Copper Indium Gallium Selenide (“CIGS”) Energy Production: 55 - 65 watt 32 - 40 watt POWERHOUSE™ Cost: Engineered to Capture the Market POWERHOUSE™ is a trademark of The Dow Chemical Company, used under license



NASDAQ: RGSE Annual U.S. Addressable Market for POWERHOUSE™ 7 million annual U.S. new residential construction and reroofs California’s new solar mandate requires almost all new homes, condos and apartment buildings be equipped with solar power beginning in 2020 Capturing 1% of the addressable U.S. market for POWERHOUSE™ - more than $1 Billion in revenue 6 Demand Our Customer Addressable Annual Market 1% Market Penetration Average System Size (kW) Average Price per POWERHOUSE™ Kit 4 Hypothetical Future Annual Revenue Reroof – Age 1 Local Roofer ~4,400,000 44,000 6.3 $17,700 $778,800,000 Reroof – Insurance Claims 2 Local Roofer ~1,400,000 14,000 6.3 17,700 247,800,000 New Homebuilder 3 Homebuilders ~1,300,000 13,000 4.0 11,200 145,600,000 Total: ~7,100,000 71,000 $1,172,200,000 1) Q3 2017 US Bureau Estimated of total US housing units divided by 20 year average roof life, 2) ISO 2011 to 2015 Homeowner Los ses Ranked by Claim Frequency, 3) US Census Bureau – Monthly New Residential Construction, April 2018), 4) POWERHOUSE™ kit includes shingles, inverter, monitoring and non - electrical balance - of - system. POWERHOUSE™ is a trademark of The Dow Chemical Company, used under license



NASDAQ: RGSE Hypothetical Net Income & EPS based on Market Share of U.S. Addressable Market Why we are focused on commercializing POWERHOUSE™ 7 Hypothetical examples of earnings per share at varying degrees of future market share in succeeding years, ranging from one - quarter of one percent of the addressable market to one percent of the addressable market *Hypothetical if all investors elect cash exercise except Series Q placement agent warrant holders following a future increase in RGS stock price; the majority of warrants have exercise prices at or below $3.10 per share. POWERHOUSE™ is a trademark of The Dow Chemical Company, used under license $11.7M $43.3M $104.5M $238.6M $0.42 $1.01 $2.31 Reservations through 9/11/18 One Quarter of One Percent One Half of One Percent A Full One Percent Hypothetical Net Income Hypothetical EPS U.S. Addressable Market Share: Reservations through Sept 11, 2018 One Quarter of One Percent One Half of One Percent One Percent Projected POWERHOUSE annual revenue $103,000,000 $250,000,000 $500,000,000 $1,000,000,000 Hypothetical gross profit percentage 28% 31% 34% 37% POWERHOUSE Gross profit 29,287,921 77,500,000 170,000,000 370,000,000 POWERHOUSE Division expenses (5% of revenue) (4,044,379) (6,750,000) (12,000,000) (22,000,000) POWERHOUSE license fee (2.5% of revenue) (2,491,047) (5,829,000) (11,405,000) (22,644,000) Contribution from Traditional Solar Operations 0 0 0 0 Corporate expenses (current run rate) (7,200,000) (7,200,000) (7,200,000) (7,200,000) Pre - tax income 15,552,495 57,721,000 139,395,000 318,156,000 Taxes @ 25% (3,88,124) (14,430,250) (34,848,750) (79,539,000) Hypothetical net income $11,664,371 $43,290,750 $104,546,250 $238,617,000 Hypothetical Shares Outstanding: Shares outstanding 51,000,000 51,000,000 51,000,000 51,000,000 Convertible Note financing 41,500,000 41,500,000 41,500,000 41,500,000 Common stock warrants 9,700,000 9,700,000 9,700,000 9,700,000 Employee stock options 1,300,000 1,300,000 1,300,000 1,300,000 Full diluted shares outstanding 103,500,000 103,500,000 103,500,000 103,500,000 Hypothetical EPS $0.11 $0.42 $1.01 $2.31 Hypothetical Cash from exercise of common stock warrants:* $20,000,000



NASDAQ: RGSE How we are going to Commercialize POWERHOUSE™ 8 Manufacturing B2B Sales & Distribution POWERHOUSE™ Professionals Sell, install with workmanship warranty Homeowner Homebuilders & Local Roofers American and International (tbd) Brand Awareness Call center, TV, Trade shows, etc. RGS trains Dealers to install RGS revenue is recognized at shipping of POWERHOUSE™ POWERHOUSE™ is designed and assembled in the USA RGS sells to POWERHOUSE™ Professionals (Roofers) and Homebuilders POWERHOUSE™ is a trademark of The Dow Chemical Company, used under license



NASDAQ: RGSE Why Homeowners are going to want POWERHOUSE™ Multiple benefits: x Recoup their investment with future savings on electrical bills, which keep going up. x Investment tax credit and local incentives x Owning an energy efficient home that is good for the planet x Homes with solar power sell faster than equivalent homes without 1 x Homebuyers are even more interested when solar systems are pre - installed 1 Peace of mind: x POWERHOUSE™ uses technology developed by The Dow Chemical Company x There are already over 1,000 POWERHOUSE™ installations nationwide x RGS Product Warranty Monitor energy, environmental savings & carbon footprint with an Award Winning product 9 Based on a Massachusetts home assuming optimal roof orientation and pitch, free from shade. Estimated savings based on 25 years. Added home value based on study by Lawrence Berkeley National Laboratory, April 2011. *Savings include 5 - year SREC value 1) According to the National Renewable Energy Laboratory POWERHOUSE™ is a trademark of The Dow Chemical Company, used under license



NASDAQ: RGSE 10 RGS 365™ award winning web portal and phone application available to POWERHOUSE™ Dealers and their customers RGS 365™ Customer Management Software POWERHOUSE™ is a trademark of The Dow Chemical Company, used under license



NASDAQ: RGSE Why POWERHOUSE™ Dealers Will Love POWERHOUSE™ 11 Most affordable solar shingle in the market Easy to install and cost can be blended with the general construction Aesthetically superior compared to traditional rack and mount Offers panel efficiency in - line with the majority of traditional solar panels Uses technology developed by a trusted brand, the Dow Chemical Company POWERHOUSE™ is a trademark of The Dow Chemical Company, used under license Strong Competitive Advantages with a Product Having Unique Features & Benefits



NASDAQ: RGSE Why Homebuilders are going to want POWERHOUSE™ 12 POWERHOUSE™ is a trademark of The Dow Chemical Company, used under license



NASDAQ: RGSE Strong Manufacturers & Suppliers Partnership Top 10 Tier 1 solar cell & module manufacturer in China with a current annual manufacturing capacity of over 4.5 gigawatts Risen will supply all the solar components and wire harness connectors for POWERHOUSE™ 3.0 One of the fastest growing multi - national thermoplastic resin distributors serving custom injection molders in North America Will supply the polypropylene plastic resin for the base assembly of POWERHOUSE™ 3.0 One of the nation’s top injection molders Agreed to dedicate resources required to support up to $138 million of annual POWERHOUSE™ revenue. HQ in Northeast Indiana, world - class capabilities in injection molding & paint finishing . Supplier for earlier generations of the POWERHOUSE™ product. Supplier for all POWERHOUSE™ 3.0 molded polymer components fully assembled, with all solar components, wire harnesses and other parts required to deliver a finished product to RGS Energy customers. How We Will Manufacture POWERHOUSE™ 13 POWERHOUSE™ is a trademark of The Dow Chemical Company, used under license Creative Liquid Coatings



NASDAQ: RGSE Nationwide Distribution Partner Venture Global Solutions (VGS), a third party logistic (3PL) division of Venture Logistics VGS allows RGS to distribute POWERHOUSE™ 3.0 kits to roofers and homebuilders in 50 states and Canada VGS will provide cutting - edge 3PL services for POWERHOUSE™, including network optimization, warehousing and final packaging . The solution will optimize shipping routes to minimize freight costs , thereby supporting POWERHOUSE™ as the most affordable solar shingle system. NASDAQ: RGSE 14



NASDAQ: RGSE We now have a Moat around our Business The Dow Chemical Company holds numerous patents covering all components of the POWERHOUSE™ 3.0 solar shingles technology, all of which are now exclusively licensed to RGS until 2034. Not only in the U.S. but Australia, Canada, China, European Patent Office, France, Germany, Japan, Mexico, & The United Kingdom allowing for future international expansion. 15 Building integrated photovoltaics have high barriers to entry “The product or services that have wide, sustainable moats around them are the ones that deliver rewards to investors” – Warren Buffett POWERHOUSE™ is a trademark of The Dow Chemical Company, used under license



NASDAQ: RGSE Key Takeaways The solar future is POWERHOUSE™ • Exclusive worldwide licensee to manufacturer POWERHOUSE™ until 2034 • POWERHOUSE™ 3.0. will have attractive price point to customers Addressable market for POWERHOUSE™ is huge • Building integrated photovoltaics with high barriers to entry - “moats” • Opportunity to materially grow future income Solar Mandates in California in 2020 on all new homes; expect more states to follow Manufacturing supply chain in place UL approval for POWERHOUSE™ 3.0 and sales revenue expected during Q4 2018 16 POWERHOUSE™ is a trademark of The Dow Chemical Company, used under license



NASDAQ: RGSE Contact Us RGS Energy Headquarters 110 16 th Street, Suite 300 Denver, CO 80202 Company Contact Tyler Clarke Director, IR & Corp. Development Tel 303.222.8344 Investor Relations Contact Capital Market Access, LLC (CMA) Ron Both, Managing Partner Tel 949.432.7566 RGSE@cma.team 17 www.rgsenergy.com www.rgspowerhouse.com www.facebook.com/rgsenergy www.twitter.com/rgsenergy Disclaimer: Information on websites listed above is not incorporated by reference into this presentation.