SUNation Energy (Nasdaq: SUNE) to convert $1.2M long-term debt into stock
Rhea-AI Filing Summary
SUNation Energy, Inc. amended a related-party credit facility and approved a partial long-term debt conversion into equity. The secured revolving line of credit with MBB Energy, LLC was extended to October 15, 2026 and its borrowing capacity increased from $1,000,000 to $1,500,000 at an annual interest rate of 8%.
The Board also approved a Debt Conversion Agreement to convert up to $1,200,000 of amounts payable under a senior secured Long-Term Promissory Note into restricted common stock at $1.77 per share, a 10% premium to the April 13, 2026 closing price. Approximately 677,000 restricted shares, representing about 19.9% of the public float, will be issued to the chief executive officer and chief financial officer, with a 180-day lock-up. SUNation states this transaction is part of a broader effort that has reduced approximately $14 million of other debt over the past 14 months.
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Insights
SUNation extends liquidity and shifts about $1.2M from debt to equity.
SUNation Energy is both expanding liquidity and reducing leverage. The secured revolving line of credit with MBB Energy, LLC now runs through October 15, 2026 with total capacity of $1,500,000, giving the company additional short-term funding flexibility at an 8% annual rate.
Separately, the Board approved converting up to $1,200,000 of a senior secured Long-Term Promissory Note into restricted common stock at $1.77 per share, a stated 10% premium to the April 13, 2026 closing price. The shares, issued to the CEO and CFO, are locked for 180 days and equal roughly 19.9% of the public float, shifting part of related-party debt into equity.
The company highlights that this step follows elimination of about $14 million of other debt over 14 months and is intended to lower near-term cash obligations through September 2026. Actual effects on the balance sheet and ownership structure will depend on final documentation and completion of the conversion.
8-K Event Classification
Key Figures
Key Terms
Secured Revolving Line of Credit Agreement financial
Long-Term Promissory Note financial
Debt Conversion Agreement financial
Regulation D regulatory
restricted common stock financial
United
States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT
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PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
MBB Energy Line of Credit Agreement
As previously disclosed, on April 14, 2025, SUNation Energy, Inc. (the “Company”) entered into a Secured Revolving Line of Credit Agreement (the “Line of Credit Agreement”) and Secured Revolving Line of Credit Agreement Note (“Line of Credit Note”) between the Company and MBB Energy, LLC, a New York limited liability company, pursuant to which the Company may request one or more loans of up to an aggregate principle amount $1,000,000 under this line of credit for a period of one (1) year (the “Term”) from the date or entry. Any loans drawn by the Company under this line of credit facility will carry interest on an annualized basis of 8%, payable monthly on the first day of each month thereafter. MBB Energy, LLC is an affiliate and related party of the Company by virtue of MBB Energy, LLC being an entity controlled by Messrs. Scott Maskin and James Brennan. During the Term, the Company may from time to time borrow, repay and reborrow all or part of the outstanding balance of the loans drawn thereunder on or after the date hereof and prior to the initial Maturity Date of April 15, 2026, subject to the terms, provisions and limitations set forth in the Agreement.
On April 14, 2026, the Board of Directors of the Company agreed to amend the Line of Credit Agreement and the Line of Credit Note in two principal respects: (i) to extend the Maturity Date by six (6) months to October 15, 2026 (“New Maturity Date”), and (ii) to increase the aggregate dollar capacity of the Line of Credit Agreement by fifty percent from a previous total of $1,000,000 to a new aggregate total of $1,500,000 (“Line of Credit Capacity”). Accordingly, the Company has amended the Line of Credit Agreement and amended the Line of Credit Note, in each case to reflect the New Maturity Date and increased Line of Credit Capacity.
Long Term Note
As previously disclosed, in connection with the acquisition of the New York based subsidiaries of SUNation on November 9, 2022, the Company issued a $5,486,000 Long-Term Promissory Note (the “Long-Term Note”). On April 10, 2025, the Long-Term Note was amended and restated whereby the principal amount of $5,486,000 previously due and payable under the original Long-Term Note, together with all accrued and unpaid interest owing thereunder, became due and payable on May 1, 2028, and such amended note became a senior secured instrument of the Company. Principal and interest payments under the amended Long-Term Note are payable monthly on the first day of each month commencing on June 1, 2025 for thirty-six (36) consecutive months thereafter.
On April 14, 2026, the Board of Directors approved entry into a “Debt Conversion Agreement” in connection with the conversion of up to $1,200,000 of debt payable under the Long-Term Note into shares of restricted common stock (the “Conversion Shares”) of the Company pursuant to Regulation D of the Securities Act of 1933, as amended, on the following terms: (1) the Conversion Shares shall consist of restricted shares of voting common stock, par value $.05 per share, (2) the Conversion Shares shall be issued at a price per share of $1.77, which reflects a premium of 10% above the closing price of the Company’s common stock on Nasdaq Stock Market on April 13, 2026 (and also above the 5-day closing average), and (3) the Conversion Shares shall be locked-up (non-tradeable, non-transferable and non-saleable) for a period of 180 days from the date of issuance, and further subject to such other applicable SEC and Nasdaq Stock Market rules, regulations and restrictions, including Rule 144, on shares held by persons deemed to be control persons or affiliates of the Company.
The conversion of debt to equity of the Long-Term Note will reduce the outstanding secured debt of the Company payable under the Long-Term Note in the near term by approximately $1,200,000. The Conversion Shares shall be issued to Messrs. Scott Maskin and James Brennan, each of whom is an affiliate and related party of the Company by virtue of their respective roles as chief executive officer and chief financial officer of the Company.
The foregoing description of the amended Line of Credit Agreement, Line of Credit Note and Debt Conversion Agreement, in each case, does not purport to be complete and are qualified in their entirety by reference to the full text of the amendment to the Line of Credit Agreement, amended Line of Credit Note, and the Debt Conversion Agreement, each of which are filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On April 15, 2026, the Company issued a press release announcing the reduction of debt under the Long-Term Note, as well as the conversion of the foregoing debt to equity at a premium to the per share market price. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information set forth in Item 7.01 of this report is furnished and shall not be deemed to be “filed” for 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, and shall not be deemed to be incorporated by reference in any of the Company’s filings with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
Certain information contained in this Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We may in some cases use terms such as “predicts,” “believes,” “potential,” “continue,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “likely,” “will,” “should” or other words that convey uncertainty of the future events or outcomes to identify these forward-looking statements. Our forward-looking statements are based on current beliefs and expectations of our management team that involve risks, potential changes in circumstances, assumptions, and uncertainties, including our ability to continue as a going concern, our financial condition, cash position, ability to maintain a stable and substantial residential and commercial regional solar installation business following the loss of federal residential tax credits, ability to execute on potential growth, diversification or other strategic transaction. Any or all of the forward-looking statements may turn out to be wrong or be affected by assumptions we make that later turn out to be incorrect, or by known or unknown risks and uncertainties. These forward-looking statements are subject to risks and uncertainties including risks related to our ability to maintain our listing on the Nasdaq Stock Market, continue as a going concern, , and the other risks set forth in our filings with the Securities and Exchange Commission, including in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. For all these reasons, actual results and developments could be materially different from those expressed in or implied by our forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of this Current Report on Form 8-K. We undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances unless required by law.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment to Secured Revolving Line of Credit Agreement, dated April 14, 2026 | |
| 10.2 | Amended Secured Revolving Line of Credit Note, dated April 14, 2026 | |
| 10.3 | Debt Conversion Agreement, dated April 14, 2026 | |
| 99.1 | Press release, dated April 15, 2026 | |
| 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: April 15, 2026 | ||
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Exhibit 99.1
SUNation Energy Announces Reduction in Long-Term Debt by Approximately $1.2 Million
Transaction intended to lower leverage and reduce future cash obligations and better align its capital structure
Expected to retire approximately $1.2 million of long-term debt
RONKONKOMA, N.Y., April 15, 2026 (GLOBE NEWSWIRE) -- SUNation Energy, Inc. (Nasdaq: SUNE) (“SUNation” or the “Company”), a leading provider of residential and commercial solar energy systems, battery storage solutions, and comprehensive energy services, today announced that its Board of Directors has approved, subject to final documentation and customary closing conditions, a partial conversion of certain outstanding long-term debt into shares of restricted common stock as the next step in the Company’s deliberate transformation designed to simplify its balance sheet and reduce legacy debt obligations, while also better aligning its capital structure with existing shareholders.
The transaction will reduce SUNation’s outstanding long-term debt by approximately $1.2 million and will reduce or eliminate certain near-term cash obligations associated with servicing this debt. The Company believes the transaction will further strengthen its balance sheet while supporting its broader efforts as it explores strategic transactions, which it announced on April 9, 2026.
Under the terms, SUNation would issue approximately 677,000 shares of its restricted common stock in exchange for the near term retirement of approximately $1.2 million of long-term debt under its outstanding April 2025 (originally November 2022) senior secured promissory note held by the Company’s chief executive offer and chief financial officer. The shares of common stock will be issued at $1.77 per share, which carries a 10% premium to the closing price of April 13, 2026. The restricted share issuance will represent an aggregate of approximately 19.9% of the Company’s outstanding public float, all of such shares will be locked-up for not less than 180 days from the date of issuance (and subject to additional affiliate restrictions under applicable securities laws). The Company expects the transaction, upon completion, to reduce leverage, improve near term cash flow by eliminating or lowering monthly debt service requirements through September 2026, and better align stakeholders with the Company’s long-term equity value creation objectives.
This conversion of a portion of the Company’s secured debt to equity is another step in a series of meaningful steps that the Company has taken over the past year to reduce near-term balance sheet pressure by minimizing cash usage, while supporting the Company’s ongoing strategic review process. The Company believes this near term retirement of a portion of secured related-party liability in exchange for its restricted common stock at a premium to the market price is consistent with that approach, including, by way of example, the elimination of an aggregate of approximately $14 million in other short and long term debt obligations over the past 14 months.
SUNation does not intend to provide additional updates regarding the strategic review process unless the Board of Directors approves a specific course of action or the Company otherwise determines that additional disclosure is appropriate or necessary.
This press release is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
ABOUT SUNATION ENERGY, INC.
SUNation Energy Inc. (Nasdaq: SUNE) is a leading provider of sustainable solar energy and backup power solutions to residential, commercial, and municipal customers. The Company designs, installs, finances, and services solar energy systems and related technologies, helping customers reduce energy costs, increase energy independence, and transition to cleaner energy solutions.
For more information, visit ir.sunation.com
CONTACTS
Scott Maskin
Chief Executive Officer
SUNation Energy, Inc.
smaskin@sunation.com
James Brennan
Chief Financial Officer
SUNation Energy, Inc.
jbrennan@sunation.com
Simon Willcocks
Investor Relations
Alliance Advisors IR
IR@sunation.com
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FORWARD-LOOKING STATEMENTS
Our prospects here at SUNation Energy Inc. are subject to uncertainties and risks. This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. The Company intends that such forward-looking statements be subject to the safe harbor provided by the foregoing Sections. These forward-looking statements are based largely on the expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond the control of management.
Therefore, actual results could differ materially from the forward-looking statements contained in this presentation. The Company cannot predict or determine after the fact what factors would cause actual results to differ materially from those indicated by the forward-looking statements or other statements. The reader should consider statements that include the words “believes”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “projects”, “should”, or other expressions that are predictions of or indicate future events or trends, to be uncertain and forward-looking. We caution readers not to place undue reliance upon any such forward-looking statements. The Company does not undertake to publicly update or revise forward-looking statements, whether because of new information, future events or otherwise. Additional information respecting factors that could materially affect the Company and its operations are contained in the Company’s filings with the SEC which can be found on the SEC’s website at www.sec.gov.
Source: SUNation Energy, Inc.
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