8-K
filed November 10, 2022, 6:59 PM ET
ticker SUNE
CIK 0000022701
M&A
confidence high
sentiment positive
materiality 0.85
SUNation Energy, Inc. (SUNE): M&A transaction — Pineapple acquires SUNation for up to $22.5M, gains $48M revenue stream
SUNation Energy, Inc.
- Purchase price up to $22.5M: $2.5M cash, $5.0M short-term note, $5.5M long-term note, 1.48M shares, plus earn-out up to $5M.
- SUNation generated $48M TTM revenue through Sep 2022, roughly double Pineapple's Hawaii ops.
- PIPE investors reset Series A conversion and warrant strike to $4.00 from $13.60; $32M preferred convertible to ~8M shares.
- Founder Scott Maskin appointed to board and as SVP/GM NY Division; employment at $245K base salary.
- Acquisition expected to help achieve cash flow positive in 2023; expands footprint into Northeast US.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.95
SUNation Energy, Inc. incurred senior notes of $5,486,000 Long-Term Promissory Note with Sellers at 4% until the first anniversary of issuance, then 8% thereafter maturing November 9, 2025.
- Instrument
- senior notes
- Principal
- $5,486,000 Long-Term Promissory Note
- Counterparty
- Sellers
- Rate
- 4% until the first anniversary of issuance, then 8% thereafter
- Maturity
- November 9, 2025
- Event
- incurrence
Exact text from the filing
paid at closing, (b) the issuance at closing of a $5.0 million Short-Term Limited Recourse Secured Promissory Note (the “Short-Term Note”), (c) the issuance at closing of a $5,486,000 Long-Term Promissory Note (the “Long-Term Note”), (d) the issuance at closing of an aggregate of 1,480,000 shares (the “Shares”) of Company common stock, par value $0.05 per
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.95
SUNation Energy, Inc. incurred senior notes of $5.0 million Short-Term Limited Recourse Secured Promissory Note with Sellers at 4% until the three-month anniversary of issuance, 8% thereafter until the six-mo maturing August 9, 2023.
- Instrument
- senior notes
- Principal
- $5.0 million Short-Term Limited Recourse Secured Promissory Note
- Counterparty
- Sellers
- Rate
- 4% until the three-month anniversary of issuance, 8% thereafter until the six-mo
- Maturity
- August 9, 2023
- Event
- incurrence
Exact text from the filing
from Sellers for an aggregate purchase price of up to $22.5 million, comprised of (a) $2.5 million in cash consideration paid at closing, (b) the issuance at closing of a $5.0 million Short-Term Limited Recourse Secured Promissory Note (the “Short-Term Note”), (c) the issuance at closing of a $5,486,000 Long-Term Promissory Note (the “Long-Term Note”), (d) the
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Scott Maskin was appointed as Senior Vice President and General Manager, New York Division at SUNation Energy, Inc..
- Action
- appointed
- Role
- Senior Vice President and General Manager, New York Division
Exact text from the filing
Mr. Maskin was also appointed to the role of Senior Vice President and General Manager, New York Division of the Company effective November 9, 2022.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Scott Maskin was appointed as Member of the Board of Directors at SUNation Energy, Inc..
- Action
- appointed
- Role
- Member of the Board of Directors
Exact text from the filing
on November 9, 2022, the Company’s board of directors increased the size of the board to eight members, and appointed Scott Maskin as a member of the Company’s board of directors.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
SUNation Energy, Inc. completed an acquisition involving Scott Maskin, James Brennan, Scott Sousa, Brian Karp for up to $22.5 million (closed 2022-11-09).
- Action
- acquisition
- Counterparty
- Scott Maskin, James Brennan, Scott Sousa, Brian Karp
- Consideration
- up to $22.5 million
- Closing
- 2022-11-09
Exact text from the filing
closed contemporaneously with signing the Transaction Agreement. The Company acquired the equity of the Acquired Companies from Sellers for an aggregate purchase price of up to $22.5 million, comprised of (a) $2.5 million in cash consideration paid at closing, (b) the issuance at closing of a $5.0 million Short-Term Limited Recourse Secured Promissory Note (the
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
SUNation Energy, Inc. entered into Transaction Agreement with Solar Merger Sub, LLC, Scott Maskin, James Brennan, Scott Sousa and Brian Karp valued at up to $22.5 million (effective 2022-11-09).
- Action
- entry
- Agreement
- merger
- Counterparty
- Solar Merger Sub, LLC, Scott Maskin, James Brennan, Scott Sousa and Brian Karp
- Value
- up to $22.5 million
- Effective
- 2022-11-09
Exact text from the filing
On November 9, 2022, Pineapple Energy Inc. (the “Company”) entered into a Transaction Agreement (the “Transaction Agreement”) with Solar Merger Sub, LLC, a New York limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), Scott Maskin, James Brennan, Scott Sousa and Brian Karp (collectively, the “Sellers”), and Scott Maskin as representative of each seller, pursuant to which the Company directly or indirectly acquired all of the issued and outstanding equity of SUNation Solar Systems, Inc. and five of its affiliated entities
View on SEC.gov
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