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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):
August 11, 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 1.01. Entry Into a Material Definitive
Agreement.
ATM Offering
On
August 18, 2025, SUNation Energy, Inc. (“SUNation” or the “Company”) entered into a Sales Agreement (the “Sales
Agreement”) with Needham & Company, LLC (“Needham” or the “Sales Agent”). Pursuant to the Sales Agreement,
the Sales Agent will act as the Company’s agent with respect to an offering and sale, at any time and from time to time, of the
Company’s common stock, par value per share $.05 (the “Shares”). The Company has authorized the sale, at its discretion,
of Shares in an aggregate offering amount up to $30,000,000 under the Sales Agreement. Sales of the Shares, if any, will solely be made
in “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”).
The Sales Agent will use commercially reasonable efforts consistent with normal trading and sales practices.
The
offer and sale of the Shares will be made pursuant to the Company’s shelf registration statement on Form S-3, which was filed with
the Securities and Exchange Commission (“SEC”) and declared effective on April 29, 2025 (File No. 333-286663, the “Registration
Statement”), and a related prospectus, as supplemented by a prospectus supplement pursuant to Rule 424(b) under the Securities Act.
We will not make any offers or sales of Shares or any other securities registered thereunder unless and until the Registration Statement
is declared and maintained as effective by the SEC. We are not obligated to make any sales of Shares under the Sales Agreement and no
assurance can be given that we will sell any Shares under the Sales Agreement, or, if we do, as to the price or amount of Shares that
we will sell, or the dates on which any such sales will take place.
The
Company or the Sales Agent, under certain circumstances and upon notice to the other, may suspend the offering of the Shares under the
Sales Agreement. The offering of the Shares pursuant to the Sales Agreement will terminate upon the sale of Shares in an aggregate offering
amount equal to $30,000,000, or sooner if either the Company or the Sales Agent terminates the Sales Agreement.
The
Company will pay the Sales Agent a cash commission in an amount up to 3.0% of the gross proceeds from each sale of Shares sold pursuant
to the Sales Agreement, and will reimburse the Sales Agent for the documented fees and costs of its legal counsel reasonably incurred
in connection with entering into the transactions contemplated by the Sales Agreement in an amount not to exceed $100,000 in the aggregate.
The
Company made certain customary representations, warranties and covenants in the Sales Agreement concerning the Company and its subsidiaries
and the Registration Statement, prospectus, Prospectus Supplement and other documents and filings relating to the offering of the Shares.
In addition, the Company has agreed to indemnify the Sales Agent against certain liabilities, including liabilities under the Securities
Act.
The
foregoing description of the Sales Agreement is not complete and is, therefore, qualified in its entirety by reference to the Sales Agreement,
a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Shares to be
sold under the Sales Agreement, if any, will be issued and sold pursuant to the Company’s Registration Statement, and a Prospectus
Supplement related thereto.
The
legal opinion of Rimon P.C., Company counsel, relating to the legality of the issuance and sale of the Shares, is attached as Exhibit
5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.02. Termination of Material Definitive
Agreement.
On
August 11, 2025, the Company delivered written notice to Roth Capital Partners, LLC (“Roth”) that the Company was terminating
the At Market Offering Agreement, dated October 21, 2024, by and between the Company and Roth (the "Previous ATM Agreement"),
in accordance with its terms. The “at-the-market” offering of Shares with Roth was offered and pursuant to Form S-3 (File
No. 333-267066), and the prospectus supplement related thereto, having an aggregate sale price of up to $10,000,000. The Company terminated
the Previous ATM Agreement prior to entry into the Sales Agreement.
This
Current Report on Form 8-K, including the exhibits filed herewith, shall not constitute an offer to sell or the solicitation of an offer
to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
Item 2.02. Results of Operations and Financial Condition.
On May 15, 2025, SUNation
Energy, Inc. (the “Company”) issued a press release (the “Press Release”) announcing financial results for the
Company for the quarter ended June 30, 2025. A copy of the Press Release is furnished as Exhibit 99.1 to this current report.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
August 13, 2025, Mr. Henry Howard, a member of the Company’s Board of Directors, provided the Company with notice that he was resigning
from the Board of Directors, effective immediately. The Company thanks Mr. Howard for his service on the Company’s Board of Directors,
and wishes him well in all future endeavors.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits:
| Exhibit No. |
|
Description |
| 5.1 |
|
Opinion of Rimon, P.C. |
| 10.1 |
|
ATM Sales Agreement, dated August 18, 2025, between SUNation Energy, Inc. and Needham & Company, LLC |
| 99.1 |
|
Press Release dated August 18, 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: August 18, 2025 |
|
|
