SPI ENERGY CO., LTD. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On December 22, 2022, SPI Energy Co., Ltd. (the "Company") entered into securities purchase agreements with the Chief Operating Officer of the Company and LDK New Energy Holding Limited, a company incorporated under the laws of British Virgin Islands, which is affiliated with the Chief Executive Officer of the Company (collectively, the "Purchasers"), pursuant to which the Company agreed to sell to such Purchasers an aggregate of 1,150,000 ordinary shares (the "Shares") of the Company, par value $0.0001 per share (the "Ordinary Share") at a per share price of $1.01.

The Private Placement was closed on December 22, 2022, upon satisfaction of customary closing conditions. Net proceeds to the Company from the sale of the Shares were approximately $1.16 million. The Purchasers are subject to a 730-days lock-up period after the closing of the Private Placement.

The Shares were offered and sold pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.

The forms of securities purchase agreements are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the securities purchase agreements are subject to, and qualified in their entirety by, such documents.

On December 23, 2022, the Company issued a press release announcing the Private Placement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities

The disclosure set forth in Item 1.01 with respect to the Shares is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit
Number    Exhibit
10.1        Form of Securities Purchase Agreement
10.2        Form of Securities Purchase Agreement
99.1        Press Release dated December 23, 2022.
104       Cover page interactive data file (embedded within the iXBRL
          document)






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