SunPower Inc. Warrants 8-K Filings

SunPower Inc. (SPWR) entered into a simple agreement for future equity (SAFE) on August 24, 2026 with the Rodgers Massey Revocable Living Trust, an affiliate of Chief Executive Officer and Chairman Thurman J. Rodgers, for a $2,000,000 investment in the company.

The SAFE will automatically convert into SunPower equity securities in the company’s next equity financing transaction, in an amount equal to the $2,000,000 purchase amount divided by the applicable price per share, unit or other increment of securities issued in that financing, without any discount and subject to applicable Nasdaq listing rules. SunPower states that this issuance relied on the private-offering exemption under Section 4(a)(2) of the Securities Act of 1933.

SunPower Inc. entered into a simple agreement for future equity (SAFE) with an institutional investor on August 4, 2026. The investor committed a $3,500,000 Purchase Amount to the company.

Under the SAFE, the investment will convert into SunPower equity securities in a future equity financing. The number of securities issued will equal the $3,500,000 divided by the applicable price per share, unit or other increment used in that next equity financing, and the conversion will occur without any discount to that pricing. The transaction was conducted as an unregistered sale of securities in reliance on Section 4(a)(2) of the Securities Act of 1933, indicating a private offering to an institutional investor.

SunPower Inc. reported preliminary Q2’26 results with revenue of $56.0 million, down $16.8 million from Q1’26’s $72.8 million. GAAP operating loss was $(18,115 thousand), while non-GAAP operating loss was $12.5 million, slightly better than Q1’26. Gross margin remained relatively high, and aggressive cost actions cut quarterly fixed operating expenses by about $7.1 million. Cash stood at $4.0 million, below the $10 million minimum cash target.

Management attributes the revenue shortfall mainly to roughly 1,105 delayed SunPower Direct jobs, representing about $15.3 million of revenue expected to clear in Q3’26 after tightening quality controls and replacing the Direct division’s leadership. Including an additional planned $5.9 million in fixed expense cuts, permanent cost reductions total $13.0 million. For Q3’26, SunPower expects revenue of $75-plus million and aims to reduce its operating loss by about 90% to less than $1.0 million, supported by strong recent bookings and clearing the delayed backlog. All figures are preliminary and unaudited, and both GAAP and non-GAAP metrics are provided.

SunPower Inc. reports receiving a written notice from Nasdaq on July 21, 2026 that its common stock no longer meets the $1.00 per share minimum bid price requirement for continued listing on The Nasdaq Global Market. The shares remain listed while the company works to regain compliance.

Under Nasdaq rules, SunPower has 180 calendar days to restore a closing bid of at least $1.00 for a minimum of ten consecutive business days before January 19, 2027. If it does not regain compliance, it may seek an additional 180-day period on the Nasdaq Capital Market, potentially including a reverse stock split, or its common stock may become subject to delisting. SunPower plans to monitor its share price and evaluate options.

SunPower Inc. entered into OTC Equity Prepaid Forward Transaction Settlement Agreements with funds and accounts managed by Polar Asset Management Partners Inc., Meteora Capital, LLC and Sandia Investment Management LP. These agreements define the settlement amount adjustments owed under previously executed OTC equity prepaid forward purchase confirmations.

SunPower elected to satisfy those adjustments by issuing an aggregate of 17,900,462 shares of common stock as Initial FPA Shares, with potential Additional FPA Shares based on the trading price of the common stock during a specified valuation period. For one FPA Seller, SunPower may make $50,000 monthly cash amortization payments beginning October 31, 2026 if that seller has not realized its full settlement amount adjustment through share sales. The FPA Shares are unregistered, issued in reliance on Section 4(a)(2) of the Securities Act, include registration rights for the holders, and may not be offered or sold in the United States without registration or an applicable exemption.

SunPower Inc. reported that Jeanne Nguyen, the company’s former Chief Accounting Officer, departed the company effective July 8, 2026. The change in personnel was announced on July 14, 2026.

SunPower’s common stock, with a par value of $0.0001 per share, trades on the Nasdaq Global Market under the symbol SPWR. Warrants, each exercisable for one share of common stock at an exercise price of $11.50, trade on the Nasdaq Capital Market under the symbol SPWRW.

SunPower Inc. has appointed Tom Kowalczuk as its Chief Financial Officer and Principal Financial Officer, effective June 30, 2026. He brings more than 20 years of finance and accounting experience, including senior roles at Bespoken Spirits, Campari and Beam Suntory.

Under an offer letter dated June 26, 2026, Kowalczuk will receive a base salary of $400,000 and an annual target bonus equal to 50% of his base salary. He will also be granted 1,000,000 restricted stock units as an employment inducement award, with 20% vesting after a 12‑month cliff and the remainder vesting annually over the following four years.

The company states there are no arrangements or understandings with other persons regarding his selection, no required family relationship disclosures, and no related‑party transactions requiring disclosure under Regulation S‑K.

SunPower Inc. entered into privately negotiated exchange agreements with certain holders of its 12.0%, 10.0% and 7.0% Convertible Senior Notes due 2029. Holders agreed to exchange approximately $10.7 million of cash interest otherwise payable on July 1, 2026, October 1, 2026 and January 1, 2027 for 19,300,991 shares of common stock.

The transactions closed and the shares were issued on July 1, 2026, so those interest amounts will no longer be paid in cash. The shares were issued as unregistered securities in reliance on Section 4(a)(2) of the Securities Act. In a related press release, SunPower highlighted ongoing cost reductions, increased financial flexibility, and entering the third quarter with record backlog and expectations of strong growth after what it described as a bottom quarter for the U.S. residential solar industry.

SunPower Inc. is exploring a change in how it pays interest on parts of its debt. The company announced an intent to negotiate with holders of its 12% and 7% Convertible Senior Notes due 2029 to accept common stock of equal value, plus bonus shares, instead of cash interest otherwise payable on July 1, 2026 and January 1, 2027. Management highlights a recent incremental investment in 10% notes by Fortis Capital in May 2026, which bolstered the Q2 cash position, and states that the proposed stock-in-lieu-of-interest arrangement is intended to provide financial flexibility through Q3 2026. The announcement is framed as an intention to negotiate rather than a completed transaction and is not itself an offer or solicitation to sell securities.

SunPower Inc. entered a new note purchase agreement to issue additional 10.00% Convertible Senior Secured Notes due May 1, 2029 in a private transaction. These notes are secured, rank senior in the capital structure, and are guaranteed by wholly owned subsidiary Complete Solar, Inc.

The notes carry a 10.00% annual interest rate, payable quarterly starting July 1, 2026, and are convertible at the holder’s option into common stock at an initial rate of 610.3143 shares per $1,000 principal (about $1.64 per share), with an adjusted maximum conversion rate of 884.9557 shares per $1,000. Initially, a maximum of 4,424,779 shares of common stock may be issued upon conversion, subject to anti-dilution adjustments and a 9.99% beneficial ownership cap per holder.

The notes are not redeemable by the company but include a “Fundamental Change” feature allowing holders to require repurchase for cash at 100% of principal plus accrued interest. The Indenture imposes covenants limiting additional debt, dividends, stock repurchases, certain investments and asset sales, and provides first-priority liens on substantially all assets of SunPower and the guarantor.

SunPower Inc. reported preliminary unaudited Q1 2026 results showing revenue of $72.8M and a GAAP operating loss of $19.2M, compared with Q4 2025 revenue of $91.0M. Despite the loss, GAAP gross margin improved to 62%, up from 51% in Q4.

On a non-GAAP basis, operating loss was $12.9M versus non-GAAP operating income of $3.2M in Q4. Management implemented quarterly cost reductions of $9.9M and estimates Q2 2026 revenue of $75M with an operating loss of about $3.0M, and Q3 2026 revenue of $96M, which they describe as cashflow breakeven.

The company completed a demanding 2025 Form 10-K audit that led to restatements of Q1–Q3 2025, reducing full-year revenue from $308M in prior quarterly reports to $300M in the 10-K and non-GAAP operating income from $10.9M to $7.3M. In response, SunPower accepted the resignation of its CFO Wendell Laidley, temporarily appointed CEO T.J. Rodgers as Principal Financial Officer, and added former ON Semiconductor CFO Bernard Gutmann to its board and audit committee while strengthening internal controls and audit processes.

SunPower Inc. closed a private Offering of $41,000,000 in 10.00% Convertible Senior Secured Notes due 2029. The Notes were sold to qualified institutional buyers and an institutional accredited investor, and also issued to affiliates of the CEO and to Chicken Parm Pizza LLC in exchange for existing funding obligations.

The Notes are secured by a first-priority security interest in substantially all assets under a Pledge and Security Agreement and related patent and trademark security agreements. A maximum of 36,283,184 shares of common stock may be issued upon conversion. SunPower also repurchased $21,250,000 of 7.0% Convertible Senior Notes due 2029 in exchange for 18,805,310 shares of common stock plus about $456,438 of accrued interest, and paid $4,000,000 in cash to Chicken Parm Pizza LLC under an amended and restated Seller Note.

SunPower Inc. entered agreements for a private Offering of $41 million of 10.00% Convertible Senior Secured Notes due 2029. The notes are senior, secured obligations, guaranteed by a subsidiary and secured by first-priority liens on substantially all company and guarantor assets.

The notes convert at an initial rate of 610.3143 shares per $1,000 (about $1.64 per share), a 45% premium to the April 21, 2026 closing price, with a maximum conversion rate of 884.9557 shares. Net proceeds after specified repayments and fees are expected to be about $9.75 million for working capital and general purposes, including paying off the remaining YA debenture balance.

SunPower also amended its Sunder acquisition debt, issuing a $7 million amended and restated Seller Note, and agreed with YA to prepay $5 million of an existing debenture and amortize the remaining $5 million in four installments. Separately, it struck exchange agreements to repurchase $21.25 million of 7.0% convertible notes in exchange for 18,805,310 common shares plus accrued interest, collectively targeting about $40 million of debt reduction.

SunPower Inc. entered into a $5,000,000 simple agreement for future equity (SAFE) with the Rodgers Massey Revocable Living Trust, an affiliate of CEO and Chairman T.J. Rodgers. The SAFE will convert into SunPower equity at the price used in the company’s next equity financing, with no discount.

SunPower also filed its audited 2025 Form 10-K and highlighted that GAAP revenue was $300,000,000, down from $308,757,000 previously reported due to removal of double bookings, and GAAP operating loss was ($26,931,000) after a one-time balance sheet cleanup. After standard adjustments, 2025 non-GAAP operating income was $7,327,000. The company plans to restate its Q1–Q3 2025 quarterly reports to align with the 10-K and stated a 2026 plan targeting over $400,000,000 in revenue.

SunPower Inc. is warning that investors should no longer rely on its 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 company and its Audit Committee determined these 2025 quarterly results contain material errors in revenue recognition, related expenses, and interest expense and will be restated through amended Quarterly Reports on Form 10‑Q. SunPower attributes the errors to previously reported material weaknesses in internal control over financial reporting and notes that any prior earnings releases and similar communications covering these periods should also not be relied upon.

SunPower Inc. held a Special Meeting of stockholders on March 25, 2026, where investors approved several proposals that authorize significant future issuances of common stock. These approvals relate to acquisition consideration, convertible notes, equity purchase agreements and employee equity incentives.

Stockholders approved issuing shares above 3,333,334 shares as additional consideration under a membership interest purchase agreement, and approved shares issuable upon conversion of an additional $22,225,000 of 7.00% Convertible Senior Notes due 2029. They also approved post-closing consideration above 16,620,910 shares under another acquisition agreement, increased the Amended White Lion Purchase Agreement commitment from $30.0 million to $55.0 million, and authorized shares under the Yorkville Standby Equity Purchase Agreement that may reach or exceed 20% of common stock outstanding as of January 27, 2026. Separately, stockholders approved a Second Amendment to the 2023 Equity Incentive Plan, raising total shares reserved for issuance to 44,573,109, including an additional 8,000,000 shares.

SunPower Inc. filed an 8-K to share a presentation from the 38th Annual ROTH Conference, where CEO T.J. Rodgers outlined the “new” SunPower turnaround. The company notes that the prior SunPower entity went bankrupt in August 2024 and that the current business was recapitalized with five convertible debentures totaling $150M, whose interest costs keep cash flow slightly negative.

The presentation highlights three acquisitions adding a stated $200M of revenue upside (Sunder $90M, Ambia $80M, Cobalt $30M) and shows preliminary Q4 2025 revenue of $88.5M with operating income profitability after a multi-year drought. Management points to headcount reductions to 820 employees and a record $445,000 revenue per employee-year, while presenting plans to grow revenue from about $300M in 2025 to $1B in 2028 and to reach at least $15M cash in Q1 2027 and $92M in Q4 2028, framed as projections and financial models rather than formal guidance.

SunPower Inc. has acquired all outstanding stock of Cobalt Power Systems, Inc. under a share purchase agreement signed January 30, 2026 and closed February 2, 2026. The sellers received 1.8 million SunPower common shares at closing.

The deal also includes agreements to issue $3.33 million of additional shares on each of the 12‑ and 18‑month anniversaries of closing, with the share count based on the five‑day volume‑weighted average price before each issuance and subject to working capital and indemnity adjustments. SunPower will grant up to $2 million of restricted stock units to continuing Cobalt employees and 850,000 inducement RSUs to key employees.

SunPower agreed to register the closing and post‑closing consideration shares for resale under the Securities Act, with the initial registration statement due within 20 days after filing its 2025 Form 10‑K. The consideration shares are being issued in an unregistered private transaction relying on Section 4(a)(2) of the Securities Act.

SunPower Inc. entered into new financing arrangements that combine convertible debt and an equity purchase facility to raise capital and improve liquidity. The company signed a Standby Equity Purchase Agreement with YA II PN, LTD. under which it received a first pre-paid advance of $1.9 million and can receive up to $20 million in pre-paid advances via 0% convertible promissory notes, rising to an 18% rate only if there is an event of default.

The notes mature on January 27, 2027 and are convertible into common stock at a price tied to recent trading prices, subject to a floor. Subject to conditions, SunPower may also require the investor to buy up to $25 million of common stock under the equity facility through January 27, 2029, with Nasdaq “Exchange Cap” and 4.99% ownership limits on issuances.

SunPower will issue 175,000 commitment shares and paid a $50,000 fee. Separately, a trust controlled by CEO Thurman J. Rodgers purchased a $3.3 million 12% unsecured convertible note maturing on July 1, 2029, initially convertible at 540.5405 shares per $1,000 of principal, allowing a maximum of 1,783,783 shares if fully converted.

SunPower Inc. furnished an update outlining preliminary, unaudited financial results for Q4 2025 and fiscal 2025, along with guidance for 2026, via a press release attached as Exhibit 99.1. These figures are subject to completion of the company’s closing, accounting and reporting processes and may change before the final Form 10-K is filed.

The company highlights both GAAP and non-GAAP metrics in its preliminary results, emphasizing non-GAAP measures as a way to focus on core operating performance, with reconciliations provided in the press release. The forward-looking discussion covers expected revenue and operating income for Q4 2025, 2025 and 2026, revenue-per-employee goals, plans to raise its price-to-sales ratio, expectations for cash balances, the anticipated timing of the 2025 Form 10-K, and efforts to raise additional capital through debt and equity transactions. It also references integration and expected benefits of acquisitions such as Sunder Energy, Ambia Energy, the contemplated acquisition of Cobalt, and the Purelight sales force, as well as further cost control initiatives, all framed with substantial risk and uncertainty disclosures.

Complete Solaria, Inc. furnished an investor presentation after posting it to its website on September 22, 2025. The presentation contains information provided to investors that have agreed to purchase the company’s 7.00% Convertible Senior Notes due 2029, which are being issued in connection with Complete Solaria’s agreement to acquire Sunder Energy LLC.

The company emphasizes that the presentation includes forward-looking statements and refers investors to its recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for a detailed discussion of risks and uncertainties. The information in the presentation and this current report is being furnished under Regulation FD, is not deemed “filed” for liability purposes under the securities laws, and will not be incorporated into other SEC filings unless specifically referenced.

Complete Solaria, Inc. entered September 2025 Note Purchase Agreements to privately issue 7.00% Convertible Senior Notes due 2029 with an aggregate principal amount of $22,000,000 and commitments to purchase an additional $225,000. The 7.00% Notes are expected to be issued on or about September 23, 2025 under the Indenture dated September 16, 2024.

The filing describes events of default including missed interest or principal payments, failures to convert, failure to give required notices, certain bankruptcy or insolvency events, and judgments or indebtedness thresholds (notably judgments of $10,000,000 or indebtedness in excess of $10,000,000) that could accelerate obligations. Exhibits include a Membership Interest Purchase Agreement dated September 21, 2025, related seller note and form agreements, and a press release dated September 22, 2025.

Complete Solaria, Inc. filed an 8-K dated 22-Jul-25 announcing that a press release (Exhibit 99.1) with preliminary, unaudited Q2 2025 results has been furnished under Items 2.02 and 7.01.

• The disclosure is furnished, not filed, so it is exempt from Section 18 liability and will not be automatically incorporated into other SEC filings.
• Management states that figures remain subject to quarter-end closing, accounting and reporting processes and may change once final GAAP statements are completed.
• The press release includes non-GAAP metrics; reconciliations to GAAP are provided in the exhibit.
• Forward-looking statements highlight goals of achieving positive non-GAAP operating profit, breakeven operating income, disciplined headcount targets and additional cost controls.
• Key risks cited: integration of acquired SunPower assets, ability to realise anticipated synergies, global market conditions and retention of key talent.

No quantitative revenue, margin or EPS figures are included in the filing itself.