What is the share price and structure of SUNation Energy (SUNE)'s new equity offering?

The company is issuing 2,390,000 shares of common stock at $1.13 per share, matching the June 5, 2026 Nasdaq closing price. The offering has no warrants and no price adjustment features, making it a straightforward common stock private placement.

SUNation Energy raises $2.7M in stock sale

Q: What capital is SUNation Energy (SUNE) raising in this 8-K transaction?

SUNation Energy is raising gross proceeds of $2,700,700 by selling 2,390,000 shares of common stock at $1.13 per share to institutional and accredited investors in a private offering under Section 4(a)(2) and Rule 506 exemptions.

Q: How will SUNation Energy (SUNE) use the proceeds from this private stock sale?

SUNation Energy plans to use the net proceeds from the $2,700,700 offering to fund the company’s working capital and general corporate purposes, supporting ongoing operations rather than a specifically identified acquisition or capital project in this disclosure.

Q: What ownership limits apply to investors in SUNation Energy (SUNE)'s offering?

Each investor is subject to a beneficial ownership limitation, generally capped at 4.99% of outstanding common stock, or 9.99% if elected upon issuance. Investors can increase this limit only after providing at least 61 days’ prior notice to the company.

Q: What fees is SUNation Energy (SUNE) paying to the placement agent Maxim Group?

SUNation Energy agreed to pay Maxim Group a 4.5% cash fee on the offering’s gross proceeds under a placement agency agreement, plus certain offering-related expenses, which reduce the company’s net cash received from the $2,700,700 capital raise.

Q: What registration rights are attached to SUNation Energy (SUNE)'s newly issued shares?

Under a Registration Rights Agreement, SUNation must file a resale registration statement for the new shares and keep it continuously effective until all registrable securities are sold under that statement, under Rule 144, or otherwise cease to be registrable securities.

SUNation Energy, Inc. entered into a securities purchase agreement with institutional and accredited investors to sell 2,390,000 shares of common stock at $1.13 per share for gross proceeds of $2,700,700 in a private offering.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

SUNation Energy, Inc. entered into a securities purchase agreement with institutional and accredited investors to sell 2,390,000 shares of common stock at $1.13 per share for gross proceeds of $2,700,700 in a private offering. There are no warrants or price-adjustment features, and the shares are being issued under exemptions from registration in Section 4(a)(2) and Rule 506. The company expects the closing around June 9, 2026 and plans to use the net proceeds for working capital and general corporate purposes. Investors are subject to beneficial ownership limits of 4.99%, or 9.99% at their option. SUNation engaged Maxim Group LLC as placement agent, agreeing to pay a 4.5% cash fee on gross proceeds plus certain expenses, and granted investors registration rights for resale of the shares.

Insights

SUNation raises $2.7M via discounted-free, at-market private placement.

SUNation Energy is using a private investment in public equity structure to sell 2,390,000 common shares at $1.13, matching the June 5, 2026 Nasdaq closing price, for gross proceeds of $2,700,700. The absence of warrants or price resets avoids additional embedded dilution complexity.

The deal includes beneficial ownership limits of 4.99% or, at the holder’s option, 9.99%, which helps prevent any single investor from quickly amassing a very large stake. A Registration Rights Agreement requires SUNation to file and maintain an effective resale registration statement, shifting future liquidity to the open market once effective.

Maxim Group earns a 4.5% cash fee on gross proceeds under a placement agency agreement, reducing net cash slightly. Proceeds are earmarked for working capital and general corporate purposes, a broad use-of-funds category that supports ongoing operations but provides limited project-level visibility. Actual dilution impact depends on the company’s existing share count, which is not detailed here.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares sold: 2,390,000 shares Gross proceeds: $2,700,700 Offering price: $1.13 per share +4 more

7 metrics

Shares sold 2,390,000 shares Aggregate common stock in private offering

Gross proceeds $2,700,700 Total consideration from Offering

Offering price $1.13 per share Based on June 5, 2026 Nasdaq closing price

Placement agent fee 4.5% of gross proceeds Cash fee payable to Maxim Group LLC

Beneficial ownership cap 4.99% (optionally 9.99%) Per-investor ownership limitation in Purchase Agreement

Notice period to increase cap 61 days Prior notice required from investor to company

Expected closing date On or about June 9, 2026 Closing of the Offering subject to conditions

Key Terms

securities purchase agreement, Registration Rights Agreement, beneficial ownership limitations, Section 4(a)(2) of the Securities Act, +2 more

6 terms

securities purchase agreement financial

"entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional and accredited investors"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Registration Rights Agreement regulatory

"the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investors for the registration for resale"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

beneficial ownership limitations financial

"The Purchase Agreement contains beneficial ownership limitations with respect to each Investor such that an Investor shall not own more than 4.99%"

Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.

Section 4(a)(2) of the Securities Act regulatory

"offered pursuant to exemption from registration provided in Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Rule 506 regulatory

"offered pursuant to exemption from registration provided in Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder"

A Securities and Exchange Commission rule that lets companies sell securities without registering them with the SEC when they meet certain conditions, commonly used for private placements. It allows issuers to raise unlimited capital from accredited investors and, in some versions, a small number of knowledgeable non‑accredited investors; one version also permits public advertising if the seller takes steps to verify investor credentials. For investors, it signals a private offering with lighter disclosure and different protections than a public stock sale, similar to buying into a private club rather than a publicly traded marketplace.

placement agency agreement financial

"the Company also entered into a placement agency agreement (the “Placement Agency Agreement”), dated as of June 5, 2026, between the Company, Maxim Capital Group LLC"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What capital is SUNation Energy (SUNE) raising in this 8-K transaction?

SUNation Energy is raising gross proceeds of $2,700,700 by selling 2,390,000 shares of common stock at $1.13 per share to institutional and accredited investors in a private offering under Section 4(a)(2) and Rule 506 exemptions.

How will SUNation Energy (SUNE) use the proceeds from this private stock sale?

SUNation Energy plans to use the net proceeds from the $2,700,700 offering to fund the company’s working capital and general corporate purposes, supporting ongoing operations rather than a specifically identified acquisition or capital project in this disclosure.

What ownership limits apply to investors in SUNation Energy (SUNE)'s offering?

Each investor is subject to a beneficial ownership limitation, generally capped at 4.99% of outstanding common stock, or 9.99% if elected upon issuance. Investors can increase this limit only after providing at least 61 days’ prior notice to the company.

What fees is SUNation Energy (SUNE) paying to the placement agent Maxim Group?

SUNation Energy agreed to pay Maxim Group a 4.5% cash fee on the offering’s gross proceeds under a placement agency agreement, plus certain offering-related expenses, which reduce the company’s net cash received from the $2,700,700 capital raise.

What registration rights are attached to SUNation Energy (SUNE)'s newly issued shares?

Under a Registration Rights Agreement, SUNation must file a resale registration statement for the new shares and keep it continuously effective until all registrable securities are sold under that statement, under Rule 144, or otherwise cease to be registrable securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

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Accepted by SEC EDGAR 06/08/2026 - 06:16 AM EDT

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 5, 2026

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 1.01 Entry into a Material Definitive Agreement.

On June 7, 2026, SUNation Energy, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional and accredited investors (the “Investors”) set forth on the signature page thereto for the purchase and sale of an aggregate of 2,390,000 in shares of common stock of the Company, par value $0.05 per share (the “Shares”), for gross proceeds of $2,700,700, which Shares were priced at market at $1.13 per share, based on the closing price of the Company’s Common Stock on the Nasdaq Capital Market on June 5, 2026 (the “Offering”). There are no warrants in this offering, and no price adjustment features related to the Shares. The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and were offered pursuant to exemption from registration provided in Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder.

The Purchase Agreement contains beneficial ownership limitations with respect to each Investor such that an Investor shall not own more than 4.99% (or, at the holder’s option upon issuance, 9.99%) of the Company’s outstanding common stock at any time However, upon at least 61 days’ prior notice from the Investor to the Company may increase the amount of ownership of outstanding common stock.

The Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchaser and customary indemnification rights and obligations of the parties. The closing of the Offering is expected to occur on or about June 9, 2026, subject to satisfaction of customary closing conditions. The Company intends to use the net proceeds from the Offering to fund the Company’s working capital and general corporate purposes.

Concurrently with the entry into the Purchase Agreement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investors for the registration for resale of the Shares pursuant to a registration statement (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”). Following the effectiveness of the resale Registration Statement, the Company is obligated to keep Registration Statement continuously effective from the date on which the SEC declares the Registration Statement effective until such date that all Registrable Securities (as such term is defined in the Registration Rights Agreement) covered by such Registration Statement have been sold pursuant to a registration statement under the Securities Act or under Rule 144 as promulgated by the SEC under the Securities Act, or otherwise shall have ceased to be Registrable Securities. The Company will be responsible for the registration expenses incurred in connection with the registration statement.

In connection with the Offering, the Company also entered into a placement agency agreement (the “Placement Agency Agreement”), dated as of June 5, 2026, between the Company, Maxim Capital Group LLC (“Maxim”, with Roth Capital Partners, LLC as a beneficially of certain provisions related thereto). The Company engaged Maxim to act as the Company’s placement agent in connection with the Offering. The Company agreed to pay Maxim a cash fee of 4.5% of the gross proceeds the Company receives under the Purchase Agreement, as well as certain expenses of the offering.

This Report shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

The foregoing description of each of the Securities Purchase Agreement, the Registration Rights Agreement and the Placement Agency Agreement does not purport to be complete and are subject to and qualified in their entirety by reference to the complete text of the Securities Purchase Agreement, Registration Rights Agreement, and the Placement Agency Agreement, each of which are attached hereto as Exhibits 1.1, 10.1 and 10.2, respectively, and are hereby incorporated by reference into this current report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
1.1		Form of Placement Agency Agreement, dated June 5, 2026
10.1		Securities Purchase Agreement, dated June 7, 2026
10.2		Registration Rights Agreement, dated June 7, 2026
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: June 8, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

SUNation Energy raises $2.7M in stock sale

Rhea-AI Filing Summary