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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):
November 19, 2025
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.) |
| 45700 Northport Loop East, Fremont, CA |
|
94538 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (510) 270-2507
Complete Solaria, Inc.
(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 November 20, 2025, SunPower Inc. (the “Company”)
issued a convertible promissory note in the original principal amount of $2,000,000 (the “Note”) to a trust controlled by
Thurman J. Rodgers, the Company’s Chief Executive Officer and Executive Chairman.
The Note bears a 12% interest rate. The Note is
a general unsecured obligation of the Company and will mature on July 1, 2029, unless earlier converted, redeemed or repurchased. Interest
on the Note will be payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2026. The Note is convertible
at the option of the holder at any time prior to the payment of the payment of the principal amount of the Note in full. Upon conversion
of the Note, the Company will satisfy its conversion obligation by delivering shares of common stock of the Company, $0.0001 par value
per share (the “Common Stock”), and paying cash in respect of any fractional shares.
The conversion rate of the Note is initially equal
to 626.9592 shares of Common Stock per $1,000 principal amount due under the Note. The conversion rate shall be subject to adjustment
from time to time pursuant to the terms of the Note.
The Company may not redeem the Note prior to July
5, 2026. The Company may redeem for cash all (but not less than all) of Note, at its option, (i) on or after July 5, 2026 and prior to
July 1, 2027, if the last reported sale price of the Common Stock has been at least 150% of the conversion price for the Note then in
effect and (ii) on or after July 5, 2027 and prior to the maturity date for the Note if the last reported sale price of the Common Stock
has been at least 130% of the conversion price for the Note then in effect, in each case of (i) and (ii), for at least 20 trading days
(whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and
including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal
to 100% of the principal amount of the Note, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. No sinking
fund is provided for the Note.
If the Company undergoes a change of control (as
defined in the Note), then, subject to certain conditions and except as described in the Note, the holder may require the Company to redeem
for cash all (but not less than all) of Note at a price equal to 100% of the principal amount of the Note.
The Note sets forth certain events of default
after which the Note may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default
involving the Company after which the Note becomes automatically due and payable. The following events are considered “events of
default” under the Note:
| ● | (i) any default in any payment of principal amount, change
of control redemption amount or redemption price on the Note when due and payable or (ii) any default in the payment of interest when
due and payable and such failure to pay is not cured within 30 calendar days from the occurrence thereof; |
| ● | failure to deliver, when required by the Note, a change of
control notice or notice of a change of control or an organic change; |
| ● | default in the Company’s obligation to convert the
Note upon exercise of the conversion right with respect to the Note if not cured within five business days after its occurrence; |
| ● | the Company, any subsidiary of the Company or any of their
respective affiliates fails to pay principal when due (whether at stated maturity or otherwise) or an uncured default exists that results
in the acceleration of maturity of any indebtedness of the Company, any subsidiary of the Company or any of their respective affiliates
in an aggregate amount in excess of $10,000,000 (or its foreign currency equivalent), unless such indebtedness is discharged, or such
acceleration is rescinded, stayed or annulled, within any applicable cure period set forth in the relevant agreement or instrument; |
| ● | one or more final non-appealable judgments for the payment
of money in any aggregate amount in excess of $10,000,000 shall be rendered against the Company, any subsidiary of the Company or any
of their respective affiliates, or any combination thereof, and the same shall remain undischarged for a period of 60 days during which
execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties
of the Company, any subsidiary of the Company or any of their respective affiliates to enforce any such judgment; and |
| ● | certain events of bankruptcy, insolvency or reorganization of the Company. |
If certain bankruptcy and insolvency-related events
of default occur with respect to the Company, the principal of, and accrued and unpaid interest, if any, on, the Note shall automatically
become due and payable. If an event of default with respect to the Note, other than certain bankruptcy and insolvency-related events of
default with respect to the Company, occurs and is continuing, a holder may at its option declare the Note to be immediately due and payable.
A copy of the Note is attached hereto as Exhibit
4.1 and is incorporated herein by reference (and the foregoing description of the Note is qualified in its entirety by reference to such
exhibit).
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing
On November 19, 2025, the Company received an
expected letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result
of the Company’s delay in filing its Quarterly Report on Form 10-Q for the quarter ended September 28, 2025 (the “Q3 Form
10-Q”), the Company was not in compliance with the timely filing requirements for continued listing under Nasdaq Listing Rule 5250(c)(1).
The Nasdaq letter has no immediate effect on the
listing or trading of the Company’s common stock or warrants.
The Company’s Form 12b-25 notice (the “Form
12b-25”) filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2025 stated that the Q3 Form
10-Q was delayed because the Company required more time to compile and process certain information for inclusion in the Q3 Form 10-Q.
The Company anticipates filing the Q3 Form 10-Q during the week of November 24, 2025.
The Nasdaq listing rules require Nasdaq-listed
companies to timely file all required periodic reports with the SEC. The Nasdaq letter stated that, under Nasdaq rules, the Company has
60 calendar days to submit a plan to regain compliance with Nasdaq’s continued listing requirements.
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 Note in reliance upon the
exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
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.
The Note and the shares of Common Stock issuable
upon conversion of the Note, if any, 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.
To the extent that any shares of Common Stock
are issued upon conversion of the Note, they will be issued in transactions anticipated to be exempt from registration under the Securities
Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion
of the Note and any resulting issuance of shares of Common Stock. A maximum of 1,253,918 shares of Common Stock may be issued upon conversion
of the $2,000,000 principal among of the Note based on the conversion rate of 626.9592 shares of Common Stock per $1,000 principal amount
of the Note, which is subject to customary anti-dilution adjustment provisions.
Item 7.01. Regulation FD Disclosure.
On November 24, 2025, the Company issued a press
release disclosing the Company’s receipt of the Nasdaq notification letter. A copy of the press release is attached as
Exhibit 99.1 hereto and incorporated herein by reference.
In accordance with General Instruction B.2 of
Form 8-K, the information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended,
or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
|
Description |
| 4.1 |
|
Convertible Promissory Note dated November 20, 2025 |
| 99.1 |
|
Press Release dated November 24, 2025 |
| 104 |
|
Cover Page Interactive Data File
(embedded within the Inline XBRL document) |
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: November 24, 2025 |
|
| |
By: |
/s/ Thurman J. Rodgers |
| |
|
Thurman J. Rodgers |
| |
|
Chief Executive Officer |
