SUNation Energy (SUNE) terminates legacy CVR Agreement after $276,000.48 payout

Rhea-AI Filing Summary

SUNation Energy, Inc. reports that it has fully satisfied its obligations under a legacy contingent value rights (CVR) arrangement tied to the pre‑merger business of Communications Systems, Inc. and its former subsidiaries. As of September 30, 2025, the CVR liability was estimated at $288,948, representing the then‑expected value of remaining legacy assets to be distributed to CVR holders. Effective December 16, 2025, the CVR Agreement, as amended, was terminated after the Rights Agent certified receipt of the Company’s final payment of $276,000.48 and its pro‑rata distribution to CVR holders, closing out this legacy obligation.

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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): December 16, 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 1.02. Termination of Material Definitive Agreement.

As previously disclosed, on March 28, 2022, SUNation Energy Inc. (formerly Communications Systems, Inc. (“CSI”), Pineapple Holdings, Inc. and Pineapple Energy Inc.) (herein referred to as the “Company”) completed its merger transaction with Pineapple Energy LLC (“Pineapple Energy”) in accordance with the terms of a merger agreement (the “Closing”), pursuant to which a subsidiary of the Company merged with and into Pineapple Energy, with Pineapple Energy surviving the merger as a wholly owned subsidiary of the Company (the “merger”).

Prior to the Closing, the Company issued contingent value rights (or CVRs) to CSI shareholders of record on the close of business on March 25, 2022. The CVR entitled the holder to a portion of the cash, cash equivalents, investments and net proceeds of any divestiture, assignment, or other disposition of all legacy assets of CSI and/or its legacy subsidiaries, JDL and Ecessa, that were related to CSI’s pre-merger business, assets, and properties that occur following the Closing. The CVR liability as of September 30, 2025 was estimated at $288,948 and represented the estimated fair value as of that date of the legacy CSI assets to be distributed to CVR holders as of that date.

Effective December 16, 2025, the Contingent Value Rights Agreement, as amended by First Amendment to Contingent Value Rights Agreement, dated as of March 27, 2024 and Second Amendment to Contingent Value Rights Agreement, dated as of December 31, 2024 (as amended, the “CVR Agreement”) among Parent (then named Communications Systems, Inc.), Equiniti Trust Company, as Rights Agent (and the CVR Holders’ Representative), and all obligations thereunder was terminated following certification by the Rights Agent of receipt of the Company’s final payment due under the CVR Agreement in the aggregate amount of $ 276,000.48, and the pro-rata distribution thereof to the CVR Holders.

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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, thereunto duly authorized.

	SUNATION ENERGY, INC.
	By:	/s/ James Brennan
		James Brennan
		Chief Financial Officer
Date: December 17, 2025

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FAQ

What did SUNation Energy (SUNE) disclose regarding its contingent value rights?

SUNation Energy disclosed that, effective December 16, 2025, its Contingent Value Rights Agreement, as amended, was terminated after the Rights Agent certified receipt of the Company’s final payment and its pro‑rata distribution to CVR holders.

How much was SUNation Energy’s final payment under the CVR Agreement?

The Company’s final payment under the Contingent Value Rights Agreement was $276,000.48, which was certified as received by the Rights Agent and distributed pro‑rata to the CVR holders.

What was the estimated CVR liability for SUNation Energy before termination?

As of September 30, 2025, SUNation Energy’s CVR liability was estimated at $288,948, representing the estimated fair value at that date of legacy Communications Systems, Inc. assets to be distributed to CVR holders.

What business assets were covered by the SUNation Energy contingent value rights?

The contingent value rights entitled holders to a portion of the cash, cash equivalents, investments, and net proceeds from any disposition of all legacy assets of Communications Systems, Inc. and its legacy subsidiaries JDL and Ecessa that related to the pre‑merger business, assets, and properties.

When were the contingent value rights originally issued by SUNation Energy’s predecessor?

Prior to the merger closing on March 28, 2022, the Company issued contingent value rights to Communications Systems, Inc. shareholders of record as of the close of business on March 25, 2022.

Who signed SUNation Energy’s report on the CVR Agreement termination?

The report was signed on behalf of SUNation Energy, Inc. by James Brennan, who is the Company’s Chief Financial Officer.