What was the primary purpose of this 8-K filing?

The primary purpose of this 8-K filing was to report on Tesla's unregistered sale of a significant block of its common stock to a single institutional investor, an entity affiliated with Panasonic Corporation. It also disclosed the amendment to the investors' rights agreement related to this transaction.

How much capital did Tesla raise and from whom?

Tesla raised $30 million from the sale of approximately 1.42 million shares of its common stock to an entity affiliated with Panasonic Corporation.

Why were the shares sold in a private placement and not a public offering?

The shares were sold in a private placement under exemptions provided by Regulation D and Section 4(2) of the Securities Act of 1933. These exemptions allow companies to sell securities to sophisticated investors without the extensive registration process required for a public offering, especially when dealing with a single, accredited institutional buyer like Panasonic.

What are 'registration rights' and why are they important for Panasonic?

Registration rights allow an investor to require the company to register their shares with the SEC for public resale. Granting these rights to Panasonic ensures that its investment is not illiquid and that it has the potential to sell its shares on the open market in the future, subject to SEC rules and timelines. The *pari passu* clause means Panasonic shares receive the same priority as other shares with similar rights.

TSLA 8-K: Securities & Listing & Shareholder Matters

Summary

This Form 8-K filing from Tesla Motors, Inc. (now Tesla, Inc.) on November 4, 2010, reports on a significant private placement of equity securities. Tesla successfully raised $30 million by issuing approximately 1.42 million shares of common stock to an institutional investor affiliated with Panasonic Corporation at a price of $21.148 per share. This transaction was conducted under exemptions from registration requirements, relying on Regulation D and Section 4(2) of the Securities Act of 1933, with Panasonic being an accredited investor. In conjunction with this placement, Tesla also amended its investors' rights agreement to grant Panasonic registration rights. These rights are on a *pari passu* basis with other existing holders, ensuring fair treatment for the new investor. The company issued a press release on November 3, 2010, to announce this private placement. This event signals a notable capital infusion and strategic partnership, bolstering Tesla's financial position and operational capacity at a critical stage of its development.

Key Highlights

1Tesla Motors, Inc. raised $30 million in a private placement of common stock.
21,418,573 shares were issued at $21.148 per share to an affiliate of Panasonic Corporation.
3The transaction was conducted on November 2, 2010, under Regulation D and Section 4(2) exemptions.
4Panasonic Corporation is identified as an accredited investor.
5Tesla amended its investors' rights agreement to grant Panasonic registration rights on a *pari passu* basis.
6The company issued a press release on November 3, 2010, to announce the private placement.

Tesla, Inc. 8-K Report, Unregistered Securities Sale (Nov 4, 2010)

Summary

Key Highlights

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