UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.02 Termination of a Material Definitive Agreement.
On December 17, 2025, Tigo Energy, Inc. (the “Company”) paid $51,250,000 (the “Prepayment Amount”) to L1 Energy Capital Management S.a.r.l (“L1 Energy”) in full satisfaction of the Company’s obligations under that certain Convertible Promissory Note Purchase Agreement (as amended, the “Purchase Agreement”) and the Convertible Promissory Note (the “Convertible Note”), each dated January 9, 2023.
The Convertible Note was originally issued on January 9, 2023 in an aggregate principal amount of $50.0 million and accrued interest at a rate of 5.0% per year. The Convertible Note was set to mature on January 9, 2026.
Upon payment by the Company to L1 Energy of the Prepayment Amount, (a) the obligations of the Company under the Convertible Note were considered paid and satisfied in full and irrevocably discharged, terminated and released and (b) the Purchase Agreement was terminated, and all obligations of the Company and L1 Energy thereunder were irrevocably discharged, terminated and released.
Item 7.01. Regulation FD Disclosure.
On December 17, 2025, the Company issued a press release announcing the repayment of the Convertible Note. A copy of this press release is attached hereto as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 99.1 | Press Release of Tigo Energy, Inc., dated December 17, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 17, 2025
| TIGO ENERGY, INC. | ||
| By: | /s/ Bill Roeschlein | |
| Name: | Bill Roeschlein | |
| Title: | Chief Financial Officer | |
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