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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):
September 15, 2025
SUNation Energy, Inc.
(Exact name of Registrant as Specified in its Charter)
Delaware
(State Or Other Jurisdiction Of Incorporation)
| 001-31588 |
|
41-0957999 |
| (Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
171 Remington Boulevard
Ronkonkoma, NY |
|
11779 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(631) 750-9454
Registrant’s Telephone Number, Including
Area Code
Securities registered pursuant to Section 12(b) of the Act
| Title of Each Class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Common Stock, par value, $.05 per share |
|
SUNE |
|
The Nasdaq Stock Market, LLC |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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 7.01 Regulation FD Disclosure.
On September 15, 2025, SUNation Energy, Inc. (the “Company”)
posted its updated investor presentation (“Investor Presentation”) to its Company website. A copy of the updated Investor
Presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The Investor Presentation includes financial information not prepared
in accordance with generally accepted accounting principles (“Non-GAAP Financial Measures”). The Company believes that the
Non-GAAP Financial Measures set forth in the Investor Presentation provide a more complete understanding of our current business than
could be obtained absent such inclusion. We believe the Non-GAAP Financial Measures also provide investors a useful tool to assess shareholder
value, among other customary tools.
The information contained in this Item 7.01 and the Investor Presentation
shall not be deemed “filed” for any purpose, including for the 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. The information in this Item 7.01,
as well as Exhibit 99.1shall not be deemed filed or incorporated by reference into any filing under the Securities Act of 1933, as amended,
or the Exchange Act regardless of any general incorporation language in such filing.
The statements in this Current Report on Form 8-K, and in Exhibit 99.1
hereto, contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are based on current expectations and beliefs about future events or circumstances, and investors should not place undue reliance
on these statements. Such statements involve known and unknown risks, uncertainties, assumptions and other factors, many of which are
out of the Company’s control and difficult to forecast. These factors may cause actual results to differ materially from those that
are anticipated. See the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other reports and material that
it files with the Securities and Exchange Commission for a further description of these and other risks and uncertainties. The Company
assumes no, and hereby disclaims any, obligation to update any forward-looking statements, but reserves the right to make such updates
from time to time without the need for specific reference to this Form 8-K or the presentation furnished as Exhibit 99.1 hereto. No such
update shall be deemed to indicate that other statements which are not addressed by such an update remain correct or create an obligation
to provide any other updates
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits:
| Exhibit No. |
|
Description |
| 10.1 |
|
Company Presentation, dated September 15, 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, thereunto
duly authorized.
| |
SUNATION ENERGY, INC. |
| |
|
| |
By: |
/s/ James Brennan |
| |
|
James Brennan |
| |
|
Chief Financial Officer |
| |
|
|
| Date: September 16, 2025 |
|
|
