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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):
April 14, 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
45700 Northport Loop East, Fremont CA 94538
(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 4.02. Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
On April 14, 2026, authorized officers of SunPower
Inc. (the “Company”) and the Audit Committee of the Board of Directors determined that the Company’s previously
issued interim financial statements for the thirteen weeks ended March 30, 2025, the thirteen and twenty-six weeks ended June 29, 2025,
and the thirteen and thirty-nine weeks ended September 28, 2025 (the “Prior Periods”) included in its Quarterly Reports
on Form 10-Q for the quarters ended March 30, 2025, June 29, 2025, and September 28, 2025 (the “Prior Filings”) contain
material errors and should no longer be relied upon and should be restated. These material errors related to the recognition of revenue
(and related cost of revenues, sales commissions, sales and marketing, and general and administrative expenses), and interest expense.
The Company has determined that these material errors were the result of its previously reported material weaknesses in its internal control
over financial reporting related to the Company’s control activities, information and communication, and monitoring activities.
While the Company has corrected these
misstatements in the annual results included in a press release issued by the Company on April 14, 2026 announcing the filing of its
Annual Report on Form 10-K and announcing certain of its financial results for fiscal 2025, the Company has not completed its review
of the impact of these material errors to each of the Prior Periods included in the Prior Filings. The Company preliminarily
estimates the following impact to the Prior Periods as a result of these material errors:
| ● | For
the thirteen and thirty-nine weeks ended September 28, 2025, a decrease in revenues of approximately
$5 million and $13 million, a decrease in gross profit of approximately $5 million and $13
million, an increase in loss from continuing operations of approximately $3 million and $11
million, a decrease in interest expense of approximately $4 million and $7 million, a decrease
in net loss of approximately $1 million and an increase in net loss of approximately $5 million
and a decrease in net loss per share attributable to common stockholders, basic and diluted
of approximately $0.02 and an increase in net loss per share attributable to common stockholders,
basic and diluted of approximately $0.06 for the thirteen and thirty-nine weeks ended September
28, 2025, respectively. |
| ● | For
the thirteen and twenty-six weeks ended June 29, 2025 a decrease in revenues of approximately
$3 million and $8 million, an increase in gross profit of approximately $2 million and a
decrease in gross profit of approximately $11 million, an increase in loss from continuing
operations of approximately $5 million and $11 million, a decrease in interest expense of
approximately $1 million and $3 million, an increase in net loss of approximately $4 million
and $8 million, and an increase in net loss per share attributable to common stockholders,
basic and diluted of approximately $0.05 and $0.10 for the thirteen and twenty-six weeks
ended June 29, 2025, respectively. |
| ● | For
the thirteen weeks ended March 30, 2025 a decrease in revenues of approximately $5 million,
a decrease in gross profit of approximately $13 million, a decrease in income from continuing
operations of approximately $9 million, a decrease in interest expense of approximately $2
million, a decrease in net income of approximately $4 million, and a decrease in net income
per share attributable to common stockholders, basic and diluted of $0.05 for the thirteen
weeks ended March 30, 2025. |
The expected financial impact of the material
errors described above is preliminary, remains subject to continued analysis by the Company, and is subject to change. As a result, the
Company will restate the Prior Periods included in the Prior Filings. Similarly, any previously furnished or filed reports, related earnings
releases, investor presentations or similar communications of the Company describing the Company’s financial results or other financial
information contained in the Prior Filing should no longer be relied upon.
The Company intends to restate the Prior Periods
included in the Prior Filings as soon as practicable by filing amended Quarterly Reports on Form 10-Q for the related periods.
Authorized officers of the Company, and certain
members of the Audit Committee, have discussed the matters disclosed in this Item 4.02 with BDO USA, P.C., the Company’s independent
registered public accounting firm.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements that are based on our management’s beliefs and assumptions and on information currently available to our management.
Forward-looking statements include, among other things, statements regarding the Company’s preliminary estimates of the impact to
the Prior Periods of material errors included in the Prior Filings, the Company’s intent to restate its prior consolidated
financial statements included in the Prior Filings, and the anticipated timing of such restatements. Forward-looking statements include
statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “preliminary,”
“predict,” “project,” “seek,” “should,” “will,” “would” or similar
expressions and the negatives of those terms. Our actual results and the timing of events could materially differ from those anticipated
in such forward-looking statements as a result of certain risks and uncertainties including those described in more detail in the Company’s
most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other documents on file with the Securities and
Exchange Commission, as well as the risk of the possibility of further material delays in the Company’s financial reporting. The
Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this filing, except as required
by applicable law or regulation.
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: April 14, 2026 |
|
| |
By: |
/s/ Thurman J. Rodgers |
| |
|
Thurman J. Rodgers |
| |
|
Chief Executive Officer |
