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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):
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 |
Exhibit 99.1
SunPower
Closes $10 Million Share Exchange
OREM, Utah (July 1, 2026) – SunPower
Inc. (“SunPower,” the “Company,” or Nasdaq: “SPWR”), a solar technology, services, and installation
company today announced it successfully closed on its offer for stock in exchange for $10 million cash due to certain holders for interest
on July 1, 2026 and January 1, 2027 for its Convertible Notes.
SunPower CEO, T.J. Rodgers said, “I want
to thank our investors once again for their continued support of SunPower, as the equity exchange was accepted by all but one investor,
who is currently out of the country. With our stock price being notably lower than its historical average, our current investors understand
that they have accumulated shares at a very attractive price and therefore gained ownership in the company.
Rodgers added, “As previously discussed,
the Q2’26 quarter appears to have been not only our bottom quarter, but also that of the whole U.S. residential solar industry.
The company has taken multiple steps to reduce costs and increase financial flexibility, and we enter the third quarter with record backlog
and expectations of strong growth. I look forward to speaking with investors soon to provide a detailed update on our progress.”
About SunPower
SunPower Inc. (Nasdaq: SPWR) is a leading residential
solar services provider in North America. The Company’s digital platform and installation services support energy needs for customers
wishing to make the transition to a more energy-efficient lifestyle. For more information visit www.sunpower.com.
Forward Looking Statements
This press release contains
forward-looking statements, including statements concerning the equity for interest exchange and related impacts of the transactions.
The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “seek,” “plan,” “project,” “target,” “looking
ahead,” “look to,” “move into,” and similar expressions are intended to identify forward-looking statements.
Forward-looking statements represent SunPower’s current beliefs, estimates and assumptions only as of the date of this press release
and information contained in this press release should not be relied upon as representing SunPower’s estimates as of any subsequent
date. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove
incorrect, actual results could differ materially from the results implied by these forward-looking statements. Risks include, but are
not limited to market risks, trends and conditions. These risks are not exhaustive. For additional information on these risks and uncertainties
and other potential factors that could cause actual results to differ from the results predicted, readers should carefully consider the
foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of our annual report on Form
10-K filed with the Securities and Exchange Commission (“SEC”) on April 14, 2026, our quarterly reports on Form 10-Q filed
with the SEC, and other documents that we have filed with, or will file with, the SEC. Such filings identify and address other important
risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Forward-looking statements in this press release speak only as of the date they are made. Readers are cautioned not to put undue reliance
on forward-looking statements, and SunPower assumes no obligation and does not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or otherwise.
Company Contact:
Sioban Hickie
VP Investor Relations
IR@sunpower.com
(801) 515-8727
Source: SunPower Inc.
