Solar Integrated Roofing Corp. Enters Settlement Agreement to Resolve Previously Filed Claims

Rhea-AI Summary

Solar Integrated Roofing Corp. settles claims with Jason Newby, issuing $2.1 million convertible promissory note and 150,000,000 shares of common stock.

Positive

• Solar Integrated Roofing Corp. has settled the claims filed by Jason Newby by issuing a $2.1 million convertible promissory note and 150,000,000 shares of common stock. This settlement resolves liabilities carried on the Company's balance sheet since 2021, including a $2 million related party balance owed to Mr. Newby in connection with the acquisition of Kinetic Investments, Inc. dba Future Home Power in June 2021.

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• None.

HENDERSON, Nev., Oct. 09, 2023 (GLOBE NEWSWIRE) -- Solar Integrated Roofing Corp. (OTC:SIRC) (“SIRC” or the Company”), an integrated, single-source solutions provider of solar power, roofing and EV charging systems, today announced that it has entered into a settlement agreement with Jason Newby to resolve the claims filed by Mr. Newby, and the counterclaims filed by the Company.

Under the terms of the settlement agreement, the Company has agreed to (i) issue a $2.1 million convertible promissory note to Mr. Newby to formalize liabilities carried on the Company’s balance sheet since 2021 (including a $2 million related party balance owed to Mr. Newby in connection with the acquisition of Kinetic Investments, Inc. dba Future Home Power (“FHP”) in June 2021), which note is convertible into shares of Company common stock at a conversion price equal to 80% of the closing price of the Company’s common stock on the date of issuance of the note, and (ii) issue Mr. Newby 150,000,000 shares of Company common stock in satisfaction of unpaid sales commissions in excess of $6,000,000, and Mr. Newby has agreed to cancel all of his shares of Class D Preferred Stock of the Company. The Company also agreed to offer certain former sales representatives of FHP convertible promissory notes in satisfaction of claims by the representatives for unpaid sales commissions, each of the parties agreed to release the other from all claims, with the lawsuit between the parties to be dismissed with prejudice.

“We are happy to put this chapter behind us,” stated Brad Rinehart, Chief Executive Officer of the Company. “To his credit, Mr. Newby insisted that his settlement with the Company require the Company to offer convertible notes to the former FHP sales force to attempt to settle their claims for unpaid commissions and over-rides as well, and we intend to offer those notes to the sales force in the near future. By amicably resolving this dispute, we hope that Mr. Newby can put this uncomfortable episode behind him, and we wish him nothing but success in his future endeavors.”

About Solar Integrated Roofing Corp.
Solar Integrated Roofing Corp. (OTC: SIRC) is an integrated, single-source solutions provider of solar power, roofing and EV charging systems, specializing in commercial and residential properties throughout North America. The Company serves communities by delivering the best experience through constant innovation & legacy-focused leadership. For more information, please visit the Company's Investor Relations website at www.solarintegratedroofing.com, Corporate website at https://www.sirc.com/ or join us on Twitter, LinkedIn or Facebook.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Examples of forward-looking statements in this press include, among others, statements about our renegotiated settlement agreement. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: our limited operating history; our dependence on third parties for many aspects of our business; general market and economic conditions; technical factors; the availability of outside capital; our receipt of revenues; legislative developments; changes in our expenditures and other uses of cash; our ability to find, recruit and retain personnel in sufficient numbers to support our growth; our ability to manage growth; and general market, economic and business conditions. Additional factors that could cause actual results to differ materially from those anticipated by our forward-looking statements are under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Registration Statement on Form 10 or Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission. Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Investor Relations Contact:
Michael Kim/Brooks Hamilton
MZ North America
+1 (949) 546-6326
SIRC@mzgroup.us
www.mzgroup.us

FAQ

What is the settlement agreement between Solar Integrated Roofing Corp. and Jason Newby?

Under the settlement agreement, Solar Integrated Roofing Corp. will issue a $2.1 million convertible promissory note and 150,000,000 shares of common stock to Jason Newby.

What are the terms of the convertible promissory note?

The convertible promissory note is convertible into shares of company common stock at a conversion price equal to 80% of the closing price of the company's common stock on the date of issuance of the note.

What is the purpose of the settlement agreement?

The settlement agreement resolves the claims and counterclaims filed by both parties and allows Solar Integrated Roofing Corp. to formalize liabilities and settle unpaid sales commissions.

What is the total value of the settlement?

The settlement includes a $2.1 million convertible promissory note and 150,000,000 shares of common stock, which represents the satisfaction of unpaid sales commissions in excess of $6,000,000.

Will Solar Integrated Roofing Corp. offer convertible notes to former sales representatives of Future Home Power?

Yes, the company intends to offer convertible promissory notes to former sales representatives of Future Home Power to settle their claims for unpaid sales commissions.