424B3

Filed pursuant to Rule 424(b)(3)

Registration No. 333-272832

PROSPECTUS SUPPLEMENT NO. 2

(to Prospectus dated August 9, 2023)

TIGO ENERGY, INC.

5,768,750 Shares of Common Stock Issuable Upon Exercise of Warrants

49,734,570 Shares of Common Stock

18,750 Warrants

_______________________________

This prospectus supplement updates and supplements the prospectus dated August 9, 2023 (as may be further supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (File No. 333-272832).

This prospectus supplement is being filed to update and supplement the Prospectus with the information contained in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the U.S. Securities and Exchange Commission on November 7, 2023 (the “Quarterly Report”). Accordingly, we have attached the Quarterly Report to this prospectus supplement.

This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is required to be delivered with this prospectus supplement. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our shares of common stock, par value $0.0001 per share (the “Common Stock”) are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “TYGO”. On November 6, 2023, the closing price of our Common Stock was $2.44 per share. Our public warrants were listed on Nasdaq under the symbol “TYGOW.” On September 8, 2023, all of our public warrants and private warrants that remained outstanding following 5:00 p.m. New York City time were redeemed.

We are an “emerging growth company” and a “smaller reporting company” as such terms are defined under the federal securities laws and, as such, are subject to certain reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 10 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 7, 2023.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 001-40710

Tigo Energy, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	83-3583873
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
655 Campbell Technology Parkway, Suite 150 Campbell, California	95008
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 402-0802

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	TYGO	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 3, 2023, the registrant had 58,735,987 shares of common stock, $0.0001 par value per share, outstanding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS SUMMARY

This Quarterly Report on Form 10-Q contains statements that are “forward-looking looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report on Form 10-Q, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are generally related to our strategies or plans and expectations for future operations and are based upon management’s current estimates and projections of future results or trends. Although we believe that our plans and objectives reflected in or suggested by these forward-looking statements are reasonable, we may not achieve these plans or objectives.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are only predictions based on the Company's current expectations and projections about future events and are subject to a number of risks, uncertainties and assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks include, but are not limited to, the following, which also serves as a summary of the principal risks of an investment in our securities:

Risks Related to Our Business and Industry

•

If we are unable to achieve adequate revenue growth while our expenses increase, we may not achieve or maintain profitability in the future.

•

Demand for our solar energy solutions may not grow or may grow at a slower rate than we anticipate.

•

Developments in alternative technologies or improvements in other forms of distributed solar energy generation may have a material adverse effect on demand for our offerings.

•

The solar industry has historically been cyclical and experienced periodic downturns, including the current downturn.

•

Our MLPEs may not achieve broader market acceptance.

•

We have in the past, and may in the future, face product liability lawsuits which, regardless of outcome, can be expensive to defend, divert the attention of management, and lead to reputational harm.

•

If we fail to retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.

•

We anticipate substantial growth in revenue from our Energy Intelligence solution (“EI Solution”). Should a market fail to develop for our EI solution, our actual operating results may differ materially from the forecasted results.

Risks Related to Legal, Compliance and Regulations

•

Our business could be harmed by a reduction, elimination or expiration of government subsidies and economic incentives for on-grid solar electricity applications.

•

Our management has limited experience in operating a public company.

•

Our significant international operations subject us to additional risks compared to those of domestic companies, including trade tariffs or other trade barriers, and the interpretation and enforcement of laws and regulations in various jurisdictions.

•

Current or future litigation or administrative proceedings could have a material adverse effect on our business, financial condition and results of operations.

Operating Risks

•

Our financial condition and results of operations and other key metrics are likely to be affected by seasonal trends and construction cycles.

•

Defects, recalls, or performance problems in our products or delays, disruptions, or quality control problems in our manufacturing operations could result in loss of customers, reputational damage, and decreased revenue, and we may be the subject of numerous claims, including warranty, indemnity, and product liability claims arising from defective products.

•

If our estimates of useful life for our energy storage systems and related hardware and software-enabled services are inaccurate, our business and financial results could be adversely affected.

•

We expect to incur research and development costs and devote resources to identifying and commercializing new products and services, which may never result in revenue to us.

•

The loss of one or more of our major customers could have an adverse effect on our business, financial condition and results of operations.

•

Our hardware and software-enabled services involve a lengthy sales and installation cycle, and if we fail to close sales on a regular and timely basis it could adversely affect our business, financial condition and results of operations.

•

The growth of our business depends on customers renewing their monitoring services subscriptions.

Competition Risks

•

We face supply chain competition, including competition from businesses in other industries, which could result in insufficient inventory and negatively affect our results of operations.

•

The rapidly evolving and competitive nature of the solar industry makes it difficult to evaluate our future prospects.

Risks Related to Intellectual Property and Technology

•

Our patent applications may not result in issued patents, and our issued patents may not provide adequate protection.

•

Our failure to protect our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights may be costly.

•

Any unauthorized access to, disclosure, or theft of personal information we gather, store, or use could harm our reputation and subject us to claims or litigation.

Risks Related to Our Financial Condition and Liquidity

•

We are under continuous pressure to reduce the prices of our products, which has adversely affected, and may continue to adversely affect, our gross margins.

•

If we do not forecast demand for our products accurately, we may experience product shortages, delays in product shipment, excess product inventory, difficulties in planning expenses or disputes with suppliers, any of which will adversely affect our business and financial condition.

Risks Related to the Ownership of Our Securities

•

The price of our Common Stock may be volatile.

•

We may be subject to securities litigation, which is expensive and could divert management’s attention.

•

If we fail to maintain proper and effective internal controls over financial reporting, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in our financial reporting and the trading price of our Common Stock may decline.

•

The Company may not be able to comply with the continued listing standards of Nasdaq, which could limit investors’ ability to make transactions in the Company’s securities and subject the Company to additional trading restrictions.

•

If securities analysts do not publish research or reports about us, or if they issue unfavorable commentary about us or our industry or downgrade our common stock, the price of our common stock could decline.

•

Future sales, or the perception of future sales, of our Common Stock by us or our existing stockholders in the public market could cause the market price for our common stock to decline.

•

The other factors described in Part II, Item 1A to this Quarterly Report on Form 10-Q.

It is not possible for the management of the Company to predict all risks, nor can the Company assess the impact of all factors on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements the Company may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements in this Quarterly Report on Form 10-Q.

The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof. You should not rely upon forward-looking statements as predictions of future events. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, the Company cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. The Company does not undertake any obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or to changes in expectations, except as required by law. You should read this Quarterly Report on Form 10-Q and the documents that have been filed as exhibits hereto with the understanding that the actual future results, levels of activity, performance, events and circumstances of the Company may be materially different from what is expected.

TABLE OF CONTENTS


	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of September 30, 2023, and December 31, 2022	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months ended September 30, 2023, and 2022	2
	Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Three and Nine Months ended September 30, 2023, and 2022	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2023, and 2022	5
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	36
Item 4.	Controls and Procedures	36
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	68
Item 3.	Defaults Upon Senior Securities	68
Item 4.	Mine Safety Disclosures	68
Item 5.	Other Information	68
Item 6.	Exhibits	69
Signatures		70

iii

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TIGO ENERGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(Unaudited)


	September 30, 2023			December 31, 2022
ASSETS
Current assets
Cash and cash equivalents	$	2,240		$	36,194
Restricted cash		—			1,523
Marketable securities, short-term		34,440			—
Accounts receivable, net allowance for credit losses of $2,018 and $76 at September 30, 2023 and December 31, 2022, respectively		20,358			15,816
Inventory, net		57,437			24,915
Deferred issuance costs		—			2,221
Notes receivable		—			456
Prepaid expenses and other current assets		2,775			3,967
Total current assets		117,250			85,092
Property and equipment, net		2,763			1,652
Operating right-of-use assets		2,729			1,252
Marketable securities, long-term		4,335			—
Intangible assets, net		2,260			—
Other assets		725			82
Goodwill		13,079			—
Total assets	$	143,141		$	88,078
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	19,492		$	23,286
Accrued expenses and other current liabilities (see Note 8)		8,681			4,382
Deferred revenue, current portion		268			950
Warranty liability, current portion		542			392
Operating lease liabilities, current portion		1,162			578
Current maturities of long-term debt		—			10,000
Total current liabilities		30,145			39,588
Warranty liability, net of current portion		5,265			3,959
Deferred revenue, net of current portion		188			172
Long-term debt, net of current maturities and unamortized debt issuance costs		29,334			10,642
Operating lease liabilities, net of current portion		1,668			762
Preferred stock warrant liability		—			1,507
Other long-term liabilities		714			—
Total liabilities		67,314			56,630
Convertible preferred stock, $0.0001 par value
Convertible preferred stock: 10,000,000 and 47,484,663 shares authorized; zero and 46,467,565 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		—			87,140
Commitments and Contingencies (Note 10)
Stockholders’ equity (deficit)
Common stock, $0.0001 par value: 150,000,000 and 60,667,100 shares authorized, respectively; 58,733,366 and 5,469,921 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		6			1
Additional paid-in capital		136,983			6,522
Accumulated deficit		(61,006	)		(62,215	)
Accumulated other comprehensive loss		(156	)		—
Total stockholders’ equity (deficit)		75,827			(55,692	)
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)	$	143,141		$	88,078

See accompanying notes to condensed consolidated financial statements.

TIGO ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share data)

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Revenue, net	$	17,104		$	22,824		$	135,988		$	50,382
Cost of revenue		12,946			16,236			87,555			35,579
Gross profit		4,158			6,588			48,433			14,803
Operating expenses:
Research and development		2,425			1,621			7,063			4,476
Sales and marketing		5,601			3,007			15,536			7,348
General and administrative		7,350			4,053			20,567			6,034
Total operating expenses		15,376			8,681			43,166			17,858
(Loss) income from operations		(11,218	)		(2,093	)		5,267			(3,055	)
Other expenses (income):
Change in fair value of preferred stock warrant and contingent shares liability		(2,977	)		(45	)		143			(37	)
Change in fair value of derivative liability		(50,498	)		—			(12,247	)		—
Loss on debt extinguishment		—			—			171			3,613
Interest expense		2,875			392			5,240			1,241
Other (income) expense, net		(636	)		(19	)		(1,859	)		68
Total other (income) expenses, net		(51,236	)		328			(8,552	)		4,885
Income (loss) before income tax expense		40,018			(2,421	)		13,819			(7,940	)
Income tax expense		10,962			—			29			—
Net income (loss)		29,056			(2,421	)		13,790			(7,940	)

Unrealized gain (loss) resulting from change in fair value of marketable securities	$	22		$	—		$	(159	)	$	—

Comprehensive income (loss)	$	29,078		$	(2,421	)	$	13,631		$	(7,940	)

Net income (loss)	$	29,056		$	(2,421	)	$	13,790		$	(7,940	)
Cumulative dividends on convertible preferred stock		—			(2,102	)		(3,399	)		(4,242	)
Net income (loss) attributable to common stockholders	$	29,056		$	(4,523	)	$	10,391		$	(12,182	)

Earnings (loss) per common share
Basic	$	0.50		$	(0.92	)	$	0.19		$	(2.51	)
Diluted	$	(0.27	)	$	(0.92	)	$	0.04		$	(2.51	)
Weighted-average common shares outstanding
Basic		58,408,441			4,908,232			31,070,476			4,852,696
Diluted		68,368,758			4,908,232			40,487,517			4,852,696

See accompanying notes to condensed consolidated financial statements.

TIGO ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands, except share data) (Unaudited)


							Stockholders’ equity (deficit)
	Convertible preferred stock						Common stock
	Shares (1)			Amount			Shares (1)			Amount			Additional paid-in capital			Accumulated deficit			Accumulated comprehensive income (loss)			Total stockholders’ equity (deficit)
Balance at December 31, 2022		199,145,285		$	87,140			23,442,353		$	2		$	6,521		$	(62,215	)	$	—		$	(55,692	)
Retroactive application (Note 3)		(152,677,720	)		—			(17,972,432	)		(1	)		1			—			—		$	—
Balance at December 31, 2022, as converted		46,467,565			87,140			5,469,921			1			6,522			(62,215	)		—			(55,692	)
Issuance of common stock upon exercise of stock options		—			—			140,545			—			92			—			—			92
Stock-based compensation expense		—			—			-			—			366			—			—			366
Issuance of common stock in connection with the acquisition of fSight		—			—			1,306,385			—			10,077			—			—			10,077
Unrealized gain resulting from change in fair value of marketable securities		—			—			—			—			—			—			14			14
Net income		—			—			—			—			—			6,910			—			6,910
Balance at March 31, 2023, as converted		46,467,565			87,140			6,916,851			1			17,057			(55,305	)		14			(38,233	)
Issuance of common stock upon exercise of stock options		—			—			10,784			—			14			—			—			14
Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes		—			—			(11,832	)		—			(91	)		—			—			(91	)
Stock-based compensation expense		—			—			—			—			497			—			—			497
Unrealized loss resulting from change in fair value of marketable securities		—			—			—			—			—			—			(195	)		(195	)
Convertible preferred stock dividends		1,258,055			—			—			—			12,581			(12,581	)		—			—
Issuance of preferred stock upon exercise of preferred warrants		193,372			—			—			—			2,008			—			—			2,008
Conversion of convertible preferred stock into common stock in connection with the Business Combination (Note 3)		(47,918,992	)		(87,140	)		47,918,992			5			87,135			—			—			87,140
Issuance of common stock upon exercise of common warrants		—			—			1,491,229			—			—			—			—			—
Purchase price adjustment in connection with the fSight acquisition		—			—			—			—			897									897
Issuance of common stock upon Business Combination		—			—			1,818,519			—			573			—			—			573
Net loss		—			—			—			—			—			(22,176	)		—			(22,176	)
Balance at June 30, 2023, as converted		—			—			58,144,543			6			120,671			(90,062	)		(181	)		30,434
Issuance of common stock upon exercise of stock options		—			—			264,277			—			106			—			—			106
Issuance of common stock upon exercise of common stock warrants, net of issuance costs and payments to warrant holders of non-redeemed warrants		—			—			324,546			—			3,653			—			—			3,653
Reclassification of convertible note derivative liability to equity		—			—			—			—			11,279			—			—			11,279
Unrealized loss resulting from change in fair value of marketable securities		—			—			—			—			—			—			25			25
Stock-based compensation expense		—			—			—			—			1,274			—			—			1,274
Net income		—			—			—			—			—			29,056			—			29,056
Balance at September 30, 2023		—		$	—			58,733,366		$	6		$	136,983		$	(61,006	)	$	(156	)	$	75,827

TIGO ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands, except share data) (Unaudited)


						Stockholders’ deficit
	Convertible preferred stock					Common stock								Notes
	Shares (1)			Amount		Shares (1)			Amount			Additional paid-in capital		receivable from related parties			Accumulated deficit			Total stockholders’ deficit
Balance at December 31, 2021		165,578,120		$	46,370		20,580,109		$	2		$	5,383	$	(103	)	$	(55,178	)	$	(49,896	)
Retroactive application (Note 3)		(126,942,949	)		-		(15,778,049	)		(1	)		1		-			-			-
Balance at December 31, 2021, as converted		38,635,171			46,370		4,802,060			1			5,384		(103	)		(55,178	)		(49,896	)
Issuance of common stock upon exercise of stock options		-			-		26,797			-			17		-			-			17
Stock-based compensation expense		-			-		-			-			26		-			-			26
Net loss		-			-		-			-			-		-			(5,697	)		(5,697	)
Balance at March 31, 2022, as converted		38,635,171			46,370		4,828,857			1			5,427		(103	)		(60,875	)		(55,550	)
Issuance of common stock upon exercise of stock options		-			-		9,850			-			6		-			-			6
Stock-based compensation expense		-			-		-			-			26		-			-			26
Proceeds from sale of Series E, net of issuance costs		4,175,321			21,712		-			-			-		-			-			-
Net income		-			-		-			-			-		-			178			178
Balance at June 30, 2022, as converted		42,810,492			68,082		4,838,707			1			5,459		(103	)		(60,697	)		(55,340	)
Issuance of common stock upon exercise of stock options		—			—		207,738			—			96		—			—			96
Stock-based compensation expense		—			—		—			—			341		—			—			341
Proceeds from sale of Series E, net of issuance costs		3,657,073			19,128		—			—			—		—			—			—
Net loss		—			—		—			—			—		—			(2,421	)