SUNation sets $30M at-the-market stock offering

SUNation Energy, Inc. entered into a new at-the-market equity offering program with Needham & Company, LLC, allowing the company to sell up to $30,000,000 of common stock from time to time under an effective shelf registration statement.

Accepted by SEC EDGAR 08/18/2025 - 05:04 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

SUNation Energy, Inc. entered into a new at-the-market equity offering program with Needham & Company, LLC, allowing the company to sell up to $30,000,000 of common stock from time to time under an effective shelf registration statement. Sales will be made through Needham acting as sales agent, with a cash commission of up to 3.0% of gross proceeds and reimbursement of up to $100,000 of counsel fees.

The new program replaces a prior at-the-market agreement with Roth Capital Partners, LLC that had an aggregate sale price capacity of up to $10,000,000, which SUNation terminated on August 11, 2025 before entering the Needham agreement. The company also disclosed that director Henry Howard resigned from the board effective August 13, 2025, and referenced a previously issued press release announcing financial results for the quarter ended June 30, 2025.

Insights

Capital markets and governance analyst

SUNation ups ATM capacity to $30M and changes sales agent.

SUNation Energy, Inc. established a new at-the-market equity offering program with Needham & Company, LLC for up to $30,000,000 of common stock under its Form S-3 shelf. At-the-market programs permit the issuer to sell shares into the market over time through a sales agent, which here will earn up to 3.0% of gross proceeds plus up to $100,000 in reimbursed legal fees.

The company terminated its previous at-the-market agreement with Roth Capital Partners, LLC, which had a capacity of up to $10,000,000, before entering the Needham agreement. This sequence indicates a shift in counterparties and an increased authorized size, though actual issuance will depend on SUNation’s decisions and market conditions because it is not obligated to sell any shares.

On the governance side, director Henry Howard resigned from the board effective August 13, 2025. The company expressed appreciation for his service but did not provide additional detail about board succession in this excerpt. Investors can look to subsequent company communications and future periodic reports for updates on share sales under the new ATM and any board composition changes.

8-K Event Classification

5 items: 1.01, 1.02, 2.02, 5.02, 9.01

5 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 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

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

What new equity offering program did SUNation Energy (SUNE) establish?

SUNation Energy entered into a Sales Agreement with Needham & Company, LLC for an at-the-market offering of its common stock, authorizing sales of up to $30,000,000 of shares from time to time under its Form S-3 shelf registration statement.

How will Needham & Company, LLC be compensated under SUNation Energy's ATM agreement?

Needham & Company, LLC will act as sales agent and receive a cash commission of up to 3.0% of the gross proceeds from each share sale, plus reimbursement for documented legal counsel fees up to an aggregate of $100,000.

What happened to SUNation Energy's previous at-the-market offering with Roth Capital Partners?

On August 11, 2025, SUNation Energy delivered written notice terminating its At Market Offering Agreement with Roth Capital Partners, LLC, which had allowed for sales of common stock with an aggregate sale price of up to $10,000,000.

Which registration statement supports SUNation Energy's new ATM program?

The new at-the-market offering of SUNation Energy common stock will be made under its shelf registration statement on Form S-3, File No. 333-286663, which was declared effective on April 29, 2025, together with a related base prospectus and prospectus supplement.

Did SUNation Energy disclose any board changes in this 8-K?

Yes. SUNation Energy reported that Mr. Henry Howard resigned from the company’s Board of Directors effective immediately on August 13, 2025, and the company expressed thanks for his service.

What financial disclosure did SUNation Energy reference for the quarter ended June 30, 2025?

SUNation Energy referenced a press release dated May 15, 2025 announcing financial results for the quarter ended June 30, 2025, which is furnished as Exhibit 99.1 to this report.

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

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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.

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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)

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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: August 18, 2025

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