Filed Pursuant to Rule 424(b)(3)
Registration No. 333-296205
PROSPECTUS SUPPLEMENT NO. 1
(To the Prospectus dated June 1, 2026)
SUNPOWER INC.
18,805,310 Shares of Common Stock
Up to 36,283,183 Shares of Common Stock Issuable
Upon Conversion of Convertible Notes
This prospectus supplement supplements the prospectus dated June 1, 2026 (as amended or supplemented, the “prospectus”),
which forms a part of our registration statement on Form S-1 (No. 333-296205). This prospectus supplement is being filed to update and
supplement the information in the prospectus with the information contained in Item 1.01, Item 3.01 and Exhibit 10.1 of Item 9.01 (the
“Supplemental Information”) of our Current Report on Form 8-K filed with the Securities and Exchange Commission on
July 1, 2026 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement
with respect to the Supplemental Information, and the information contained in Item 7.01 of the Current Report is expressly excluded from
this prospectus supplement and are not filed for any purposes under the prospectus or this prospectus supplement.
The prospectus and this prospectus supplement
relate to the offer and sale from time to time by the selling securityholders named in the prospectus and this prospectus supplement or
their permitted transferees, donees, pledgees and other successors-in-interest (collectively, the “Selling Securityholders”)
of up to 55,088,493 shares of our common stock, par value $0.0001 per share (the “common stock”), consisting of (i)
up to 36,283,183 shares of common stock (the “Conversion Shares”) issuable upon conversion of our 10.0% convertible
senior secured notes due 2029 (the “10.0% Notes”); and (ii) 18,805,310 shares of common stock (the “Exchange
Shares” and, together with the Conversion Shares, the “Offered Securities”) issued by us to certain Selling
Securityholders pursuant to the Exchange Agreements, each dated April 21, 2026, by and between the Company and such Selling Securityholders
(the “Exchange Agreements”).
See “Prospectus Summary” below
for a description of the 10.0% Notes and the Exchange Agreements and “SELLING SECURITYHOLDERS” on page 100 of the prospectus
for additional information regarding the Selling Securityholders.
We are not selling any securities under the prospectus
and this prospectus supplement and will not receive any of the proceeds from the sale of our common stock by the Selling Securityholders.
The Selling Securityholders may sell or otherwise
dispose of the shares of common stock described in the prospectus and this prospectus supplement in a number of different ways and at
varying prices. See “Plan of Distribution” for more information about how the Selling Securityholders may sell or otherwise
dispose of the shares of common stock being registered pursuant to the prospectus and this prospectus supplement. None of the Selling
Securityholders are an “underwriter” with respect to the securities registered hereunder within the meaning of Section 2(a)(11)
of the Securities Act of 1933, as amended.
The Selling Securityholders will pay all brokerage
fees and commissions and similar expenses attributable to the sales of its common stock. We will pay the expenses (except brokerage fees
and commissions and similar expenses) incurred in registering the shares of common stock offered hereby, including legal and accounting
fees. See “Plan of Distribution.”
Shares of our common stock are listed on the Nasdaq
Global Market (“Nasdaq”) under the symbol “SPWR”. On June 22, 2026, the closing price of our common stock
was $0.6873.
This prospectus supplement should be read in conjunction
with the prospectus, including any amendments or supplements thereto, which is to be delivered with this prospectus supplement. This prospectus
supplement is qualified by reference to the prospectus, including any amendments or supplements thereto, except to the extent that the
information in this prospectus supplement updates and supersedes the information contained therein.
This prospectus supplement is not complete without,
and may not be delivered or utilized except in connection with, the prospectus, including any amendments or supplements thereto.
We are an “emerging growth company”
as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company reporting requirements.
The prospectus and this prospectus supplement comply with the requirements that apply to an issuer that is an emerging growth company.
Investing in our securities involves a high
degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning
on page 8 of the prospectus, and under similar headings in any amendments or supplements to the prospectus and this prospectus supplement.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of the prospectus
and this prospectus supplement. Any representation to the contrary is a criminal offense.
Prospectus Supplement dated July 1, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 29, 2026
SunPower Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-40117 |
|
93-2279786 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 1403 N. Research Way, Orem, UT |
|
84097 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (877) 299-4943
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
SPWR |
|
The Nasdaq Global Market |
| |
|
|
|
|
| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share |
|
SPWRW |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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. ☒
Item 1.01 Entry into a Material Definitive Agreement.
On June 29, 2026 and June 30, 2026, SunPower Inc.
(the “Company”) entered into separately- and privately- negotiated agreements (the “Exchange Agreements”)
with certain holders of its 12.0% Convertible Senior Notes due 2029 (the “12.0% Notes”), 10.0% Convertible Senior
Secured Notes due 2029 (the “10.0% Notes”) and 7.0% Convertible Senior Notes due 2029 (the “7.0%
Notes” and together with the 12.0% Notes and the 10.0% Notes, collectively, the “Notes”).
Pursuant to the Exchange Agreements, the applicable
holders of Notes agreed to exchange (the “Exchange”) approximately $10.7 million of cash interest otherwise
payable on July 1, 2026, October 1, 2026 and January 1, 2027 (the “Exchanged Interest Amounts”) for 19,300,991
shares (the “Exchange Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common
Stock”). The transactions under the Exchange Agreements closed on, and the Exchange Shares were issued on, July 1, 2026.
As a result of the Exchange, the Exchanged Interest Amounts will not be payable in cash by the Company on the applicable payment dates
under the Notes. The Exchange Agreements include registration rights, representations and warranties and other covenants that are customary
for such exchange transactions.
The foregoing summary of the Exchange Agreements
is qualified in its entirety by reference to the copy of the form of Exchange Agreement attached as Exhibit 10.1 to this Current Report
on Form 8-K, and such Exhibit 10.1 is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.
The Company issued the Exchange Shares in reliance
upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”). The Exchange Shares have not been registered under the Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from registration requirements. This Current Report on Form 8-K shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.
Item 7.01. Regulation FD Disclosure.
On July 1, 2026, the Company issued a press
release announcing the Exchange. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and
in the accompanying Exhibit 99.1 shall not be incorporated by reference into any filing of the Company, whether made before or after
the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference
to such filing. The information in this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or
Sections 11 and 12(a)(2) of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description |
| 10.1 |
|
Form of Equity for Interest Exchange Agreement+* |
| 99.1 |
|
Press Release, dated July 1, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| + | Certain of the exhibits and schedules to this exhibit have been
omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a copy of all omitted exhibits
and schedules to the SEC upon its request. |
| * | Portions of this exhibit are redacted in accordance with Item
601(b)(10)(iv) of Regulation S-K. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
SunPower Inc. |
| |
|
| Dated: July 1, 2026 |
By: |
/s/ Thurman J. Rodgers |
| |
|
Thurman J. Rodgers |
| |
|
Chief Executive Officer |
