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 1617, ~~2019~~2020

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 File Number)

(IRS Employer

Identification No.)

110 16^th 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. ¨

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: None

Item 71.01. ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

On January 17, 2020, Real Goods Solar, Inc. (the “Company”) ~~has posted~~ ~~the~~entered ~~attached~~into ~~business~~a ~~update~~First ~~related~~Amendment to Dealer-Manager Agreement (the ~~Company’s~~“Amendment”) ~~business~~with toAdvisory ~~the~~Group ~~investor~~Equity ~~relations~~Services, ~~section~~Ltd. d/b/a ofRHK ~~its~~Capital ~~website~~(“RHK onCapital”) ~~January 16,~~to ~~2020.~~amend Athe ~~copy~~terms of the ~~business~~Dealer-Manager ~~update~~Agreement isoriginally ~~attached~~entered tointo ~~this~~on ~~Form~~November 15, 82019 (the “Dealer-KManager asAgreement”) ~~Exhibit~~to ~~99.1~~extend ~~and~~the isstand-by ~~incorporated~~placement ~~herein~~period bydescribed ~~reference~~therein until November 18, 2020.

~~The~~As ~~information~~contemplated ~~under~~by ~~this~~the ~~Item~~Dealer-Manager ~~7.01~~Agreement, ~~and~~RHK ~~the business update~~Capital ~~attached~~will ~~hereto~~act as ~~Exhibit~~placement ~~99.1~~agent isand ~~being~~use ~~furnished~~its bycommercially ~~the~~reasonable ~~Company~~efforts ~~pursuant~~ to ~~Item~~place ~~7.01.~~the Inunsubscribed ~~accordance~~shares ~~with~~of ~~General~~Series ~~Instruction~~1 Preferred ~~B.2~~Stock ofremaining ~~Form~~after ~~8-K,~~ the ~~information~~Company’s ~~contained~~recently ~~under~~completed ~~this~~rights ~~Item~~offering ~~7.01~~during ~~and~~ the ~~business~~stand-by ~~update~~placement ~~attached hereto as Exhibit 99~~period.1 ~~shall~~RHK ~~not~~Capital beis ~~deemed~~not ~~“filed”~~acting ~~for the purposes of Section 18 of the Securities Exchange Act of 1934,~~ as ~~amended,~~an ~~or otherwise subject to the liability of that section. In addition~~underwriter, ~~this~~and ~~information~~no ~~shall~~assurance ~~not~~can be ~~deemed~~given ~~incorporated~~that byany ~~reference~~unsubscribed ~~into~~shares ~~any~~ of ~~the~~Series ~~Company’s filings~~1 ~~with~~Preferred ~~the~~Stock ~~Securities~~will ~~and Exchange Commission, except as shall~~ be sold ~~expressly~~during ~~set~~this ~~forth~~ stand-by ~~specific~~placement ~~reference in any such filing~~period.

A copy of the Amendment is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

On January 17, 2020, the Company entered into a Subscription Agent and Escrow Agreement with Continental Stock Transfer & Trust Company pursuant to which Continental Stock Transfer & Trust Company will serves as the subscription and escrow agent during the stand-by placement period described above. Under the Subscription Agent and Escrow Agreement, the Company will pay Continental Stock Transfer & Trust Company a fee of $25,000 for the period ending on February 29, 2020 and $2,500 for each subsequent month. The Company will also reimburse Continental Stock Transfer & Trust Company for reasonable out-of-pocket expenses. The Subscription and Escrow Agent Agreement contains customary indemnification and limitation of liability provisions. A copy of the Subscription and Escrow Agreement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Exhibit No.		Description
No.		Description
1.1		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.
99.1		~~Business~~Subscription ~~update~~Agent and Escrow Agreement, dated January 1617, 2020, by and between Real Goods Solar, Inc. and Continental Stock Transfer & Trust Company

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 hereunto duly authorized.


	REAL GOODS SOLAR, INC.

	By:	/s/ Dennis Lacey
		Dennis Lacey
		Chief Executive Officer

Date: January 1623, 2020

Filing Compare · Real Goods Solar, Inc.