[8-K] SUNation Energy, Inc. Reports Material Event

Rhea-AI Filing Summary

SUNation Energy (SUNE) filed an 8-K announcing an auditor transition. On 18-Jul-2025 the Audit Committee dismissed UHY LLP as independent registered public accounting firm and, the same day, engaged CBIZ CPAs P.C. for the FY-2025 audit and all interim periods.

• No disagreements or reportable events: Management states that during FY-2023, FY-2024 and through 15-Jul-2025 there were no disputes with UHY on accounting principles, disclosures, or audit scope.
• Clean prior opinions: UHY’s reports on the 2023 and 2024 consolidated financial statements were unqualified.
• Reg-S-K compliance: UHY will file a confirming letter as Exhibit 16.1 (dated 24-Jul-2025).

The move appears procedural; the company has not indicated cost, scope, or strategic reasons. Given the absence of disagreements and continuation of timely audit coverage, the filing is operationally neutral with limited immediate valuation impact, though investors may monitor the first CBIZ audit for consistency.

Positive

• No disagreements or reportable events with outgoing auditor reduce risk of hidden accounting issues.
• Prior audits were unqualified, supporting credibility of historical financial statements.

Negative

• Auditor changes inherently introduce transition risk that could affect FY-25 reporting timelines or internal controls.
• Lack of disclosed rationale for dismissal could raise minor investor questions despite clean history.

Insights

Financial Analyst

TL;DR: Auditor switch looks routine; no disputes, unqualified reports, limited earnings impact—monitor transition risk.

The absence of reportable events or disagreements significantly reduces the likelihood that the change masks accounting issues. Both 2023 and 2024 audits were clean, so historical financials remain credible. CBIZ is a national mid-tier firm able to support SUNE’s scale; fees may be lower versus UHY, modestly improving SG&A. Transition risk lies in first-year audit inefficiencies and potential timing slippage for FY-25 results, but material impact is unlikely. I classify the filing as neutral for valuation purposes.

Corporate Governance Expert

TL;DR: Governance effect minimal; process follows SEC Item 304, but watch for disclosure quality under new auditor.

The Audit Committee executed its oversight role—approval, disclosure, and Exhibit 16.1 request all comply with Reg-S-K. Lack of disagreements and clean prior opinions limit reputational risk often associated with mid-cycle auditor changes. Stakeholders should ensure CBIZ independence and audit committee competency remain strong. Unless future filings reveal differing audit judgments, governance impact is not material.

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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): July 18, 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 4.01 Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm.

On July 18, 2025, the Audit Committee of the Board of Directors (the “Audit Committee”) of SUNation Energy, Inc. (the “Company”) dismissed UHY LLP (“UHY”) as the Company’s independent registered public accounting firm.

During the Company’s two most recent fiscal years ended December 31, 2023 and December 31, 2024 and during the subsequent interim period from January 1, 2025 through July 15, 2025, (i) there were no disagreements with UHY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to UHY’s satisfaction, would have caused UHY to make reference to the subject matter of the disagreement in connection with its reports and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

The audit reports of UHY on the consolidated financial statements of the Company for each of the two most recent fiscal years ended December 31, 2023 and December 31, 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

In accordance with Item 304(a)(3) of Regulation S-K, the Company provided UHY with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that UHY furnish it with a letter addressed to the SEC stating whether it agrees with the above statements in this Item 4.01(a). A copy of UHY’s letter, dated July 24, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Appointment of New Independent Registered Public Accounting Firm.

On July 18, 2025, the Audit Committee approved the engagement of CBIZ CPAs P.C. (“CBIZ”) as its new independent registered public accounting firm. CBIZ’s appointment will be for the Company’s fiscal year ending December 31, 2025, and related interim periods.

During the Company’s two most recent fiscal years ended December 31, 2024 and December 31, 2023, and for the subsequent interim period through July 15, 2025, neither the Company nor anyone on its behalf consulted CBIZ regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the consolidated financial statements of the Company, in connection with which neither a written report nor oral advice was provided to the Company that CBIZ concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
16.1		Letter of UHYLLP, dated July 24, 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: July 24, 2025

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FAQ

Why did SUNation Energy (SUNE) change its auditor?

The 8-K states only that the Audit Committee dismissed UHY LLP and hired CBIZ CPAs; no specific rationale was provided.

Were there any disagreements with UHY LLP?

No. The filing affirms there were no disagreements on accounting principles, disclosures, or audit procedures for 2023-2025 YTD.

Did UHY issue qualified opinions on SUNE’s financials?

No. UHY’s audit reports for FY-2023 and FY-2024 were unqualified and contained no adverse or disclaimer language.

When will CBIZ CPAs start auditing SUNE?

CBIZ has been engaged for the fiscal year ending 31-Dec-2025 and all related interim periods.

Is SUNE an emerging growth company under SEC rules?

The filing indicates SUNE did not check the box for emerging growth company status.