TESLA MOTORS INC - S-1/A - 20100527 - SALE_OF_UNREGISTERED_SECURITIES
Item 15.
Recent Sales of Unregistered Securities.
Since January 1, 2007, we have issued unregistered securities to a limited number of persons, as described below.
1.
Sales of Convertible Promissory Notes and Preferred Stock
•
In May 2007, the registrant issued and sold an aggregate of 18,440,449 shares of the registrant’s Series D preferred stock to a total of 29
accredited investors at $2.4403 per share, for aggregate proceeds of $45,000,227.
•
In February 2008 and March 2008, the registrant issued and sold convertible promissory notes to a total of 42 investors for an aggregate principal
amount of $40,167,530.
•
In December 2008, February 2009 and March 2009, the registrant issued and sold convertible promissory notes to a total of 37 investors for an
aggregate principal amount of $40,000,000.
•
In May 2009, the registrant issued and sold an aggregate of 19,901,290 shares of the registrant’s Series E preferred stock to an accredited
investor at $2.5124 per share for aggregate cash proceeds of $50,000,001.
•
In May 2009, the registrant issued and sold (i) an aggregate of 1,949,028 shares of the registrant’s Series E preferred stock to a total of 19
accredited investors at $2.5124 per share for an aggregate purchase price comprised solely of conversion of indebtedness of the registrant and interest accrued thereupon, and (ii) an aggregate of 80,926,461 shares of the registrant’s
Series E preferred stock to a total of 42 accredited investors at $1.005 per share for an aggregate purchase price comprised solely of conversion of indebtedness of the registrant and interest accrued thereupon, the aggregate value of such
conversions was $86,224,670.
•
In August 2009, the registrant issued and sold an aggregate of 27,785,263 shares of the registrant’s Series F preferred stock to a total of 3
accredited investors at $2.9692 per share, for aggregate proceeds of $82,500,002.
2.
Warrants
•
In February 2008, the registrant issued warrants to purchase an aggregate of 866,091 shares of the registrant’s Series E preferred stock to 19
accredited investors at an exercise price of $2.5124 per share for aggregate consideration of $8,302.
In January 2010, the registrant issued a warrant to purchase an aggregate of 9,255,035 shares of the registrant’s Series E preferred stock at
an exercise price of $2.1524 per share and in May 2010 the registrant issued a warrant to purchase 5,100 shares of common stock at an exercise price of $8.94 per share to one warrantholder as consideration for such warrantholder entering into the
DOE Loan Facility with the registrant.
•
In May 2010, the registrant issued warrants to purchase an aggregate of 100,000 shares of registrant’s common stock on a net exercise basis to
three accredited investors at an exercise price of $8.94 per share.
3.
Options and Common Stock Issuances
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From January 1, 2007 through March 31, 2010, the registrant granted to its employees, consultants and other service providers options to purchase
an aggregate of 5,419,576 shares of common stock at prices ranging from $0.60 to $9.96 per share for an aggregate purchase price of $20,340,285.
•
From January 1, 2007 through March 31, 2010, the registrant granted to certain executive officers and directors options to purchase an aggregate of
10,211,957 shares of common stock at prices ranging from $0.60 to $9.96 per share, for an aggregate purchase price of $54,969,896.
•
From January 1, 2007 through March 31, 2010, the registrant issued and sold an aggregate of 1,124,371 shares of common stock upon the exercise of
options issued to certain employees, consultants and other service providers at exercise prices ranging from $0.15 to $6.63 per share, for an aggregate consideration of $597,901.
•
From January 1, 2007 through March 31, 2010, the registrant issued and sold an aggregate of 865,663 shares of common stock upon the exercise of options
issued to certain executive officers and directors at exercise prices ranging from $0.15 to $2.70 per share, for an aggregate consideration of $707,275.
•
In December 2009, the registrant issued and sold an aggregate of 83,333 shares of the registrant’s common stock to one accredited investor at
$1.80 per share, for aggregate proceeds of $150,000.
None of the foregoing transactions involved any underwriters,
underwriting discounts or commissions, or any public offering, and the registrant believes the transactions were exempt from the registration requirements of the Securities Act of 1933 in reliance on Section 4(2) thereof, and the rules and
regulations promulgated thereunder, or Rule 701 thereunder, as transactions by an issuer not involving a public offering or transactions pursuant to compensatory benefit plans and contracts relating to compensation as provided under such Rule 701.
The recipients of securities in such transactions represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the
share certificates and instruments issued in such transactions. All recipients of securities pursuant to Items 1 and 2 above were accredited or sophisticated and either received adequate information about the registrant or had access, through their
relationships with the registrant, to such information.
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