SunPower (NASDAQ: SPWR) boosts $55M equity deal with White Lion

Rhea-AI Filing Summary

SunPower Inc. entered into a third amendment to its common stock purchase agreement with White Lion Capital, LLC. The amendment extends the period during which SunPower may direct White Lion to buy its common stock to the earlier of December 31, 2027 or the date White Lion has purchased shares equal to the revised commitment amount. Subject to stockholder approval, the commitment amount is increased to $55,000,000 of common stock that SunPower may choose to sell over time at its discretion.

The amendment also introduces a three hour rapid purchase option. If White Lion accepts a rapid purchase notice, SunPower can sell shares based on the lowest traded price during a three hour valuation window following that acceptance. Sales under this arrangement are described as unregistered offerings relying on a private placement exemption.

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Capital markets and corporate finance analyst

SunPower expands a flexible $55M private equity purchase facility.

SunPower Inc. has amended its common stock purchase agreement with White Lion Capital, LLC, extending the commitment period to the earlier of December 31, 2027 or when White Lion has purchased the full commitment. The amendment increases the commitment amount to $55,000,000 of common stock that SunPower may elect to sell at its sole discretion, which can provide an additional source of capital without a fixed issuance schedule.

The new three hour rapid purchase feature allows SunPower to submit notices that, if accepted by White Lion, result in share purchases priced off the lowest traded price during a three hour valuation period after acceptance. This creates a defined intraday pricing mechanism while still leaving actual issuance volume dependent on SunPower’s use of the facility and White Lion’s acceptances. The sales are described as unregistered and relying on a Section 4(a)(2) private placement exemption, so any actual impact on share count and ownership structure will depend on future drawdowns under the agreement.

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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): January 12, 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.)

45700 Northport Loop East, Fremont, CA		94538
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (510) 270-2507

(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 January 11, 2026, SunPower Inc. (the “Company”) and White Lion Capital, LLC (“White Lion”) entered into Amendment No. 3 (the “Amendment No. 3”) to the Common Stock Purchase Agreement, dated July 16, 2024, between the Company and White Lion, as previously amended by Amendment No. 1, effective July 24, 2024, and Amendment No. 2, effective August 14, 2024 (as amended, the “Purchase Agreement”).

Amendment No. 3 extends the commitment period under the Purchase Agreement (the “Commitment Period”) to the earlier of December 31, 2027 and the date on which White Lion has purchased an aggregate number of shares of the Company’s common stock equal to the Commitment Amount (as defined below). Further, Amendment No. 3 increases, subject to approval by the Company’s stockholders, the commitment amount under the Purchase Agreement to $55,000,000 of shares of its common stock (the “Commitment Amount”), which the Company may elect to sell to White Lion pursuant to the Purchase Agreement, from time to time in the Company’s sole discretion, during the Commitment Period.

Lastly, Amendment No. 3 adds an option for the Company to submit three hour rapid purchase notices to White Lion that, if accepted by White Lion and otherwise delivered in accordance with the Purchase Agreement, would enable the Company to sell shares of its common stock to White Lion based on the lowest traded price of the Company’s common stock during the three-hour valuation period following White Lion’s written acceptance of a three hour purchase notice.

The foregoing description of Amendment No. 3 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 3, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure required by this Item is included in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference. The sale of shares of the Company’s common stock to White Lion under the Purchase Agreement, as amended by Amendment No. 3, based in part on representations made by White Lion in the Purchase Agreement, will be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Amendment No. 3 to Common Stock Purchase Agreement, dated January 11, 2026, by and between SunPower Inc. and White Lion Capital, LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: January 12, 2026
	By:	/s/ Thurman J. Rodgers
		Thurman J. Rodgers
		Chief Executive Officer

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FAQ

What agreement did SunPower (SPWR) change with White Lion Capital?

SunPower Inc. and White Lion Capital, LLC entered into Amendment No. 3 to their existing common stock purchase agreement originally dated July 16, 2024, further modifying the terms under which White Lion may purchase SunPower common stock.

How much stock can SunPower sell to White Lion under the amended deal?

Subject to approval by SunPower stockholders, the amendment raises the commitment amount to $55,000,000 of SunPower common stock, which the company may elect to sell to White Lion over the commitment period.

How long does the amended SunPower-White Lion commitment period last?

The commitment period now runs until the earlier of December 31, 2027 or the date White Lion has purchased an aggregate amount of SunPower common stock equal to the $55,000,000 commitment amount.

What is the new three hour rapid purchase option in SunPowers agreement?

The amendment adds a three hour rapid purchase notice feature. If SunPower issues such a notice and White Lion accepts it, SunPower can sell shares priced based on the lowest traded price of its common stock during the three hour valuation period following White Lions written acceptance.

Are the SunPower shares sold to White Lion registered with the SEC?

The shares of SunPower common stock sold to White Lion under the agreement, as amended, are described as unregistered and the transactions are stated to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933.

Does SunPower have to sell shares under this amended purchase agreement?

The amended agreement states that SunPower may elect to sell shares to White Lion from time to time, in the companys sole discretion during the commitment period, rather than being obligated to issue a fixed amount on a set schedule.