--- schema_version: "secwatch.filing_event.v1" accession: "0000897101-22-000957" form_type: "8-K" ticker: "SUNE" cik: "0000022701" company_name: "SUNation Energy, Inc." filed_at: "2022-11-10T23:59:59+00:00" generated_at: "2026-06-22T00:10:08.921009+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Pineapple acquires SUNation for up to $22.5M, gains $48M revenue stream ## Summary - 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. ## SEC filing metadata - accession: 0000897101-22-000957 - form_type: 8-K - ticker: SUNE - cik: 0000022701 - company_name: SUNation Energy, Inc. - filed_at: 2022-11-10T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.02, 5.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/22701/000089710122000957/0000897101-22-000957-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/22701/000089710122000957/pegy221315_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000897101-22-000957 - JSON: https://secwatch.observer/filing/0000897101-22-000957.json - Plain text: https://secwatch.observer/filing/0000897101-22-000957.txt ## Key facts - Debt Financings 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/22701/000089710122000957/0000897101-22-000957-index.htm - Debt Financings 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/22701/000089710122000957/0000897101-22-000957-index.htm - Executive change 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/22701/000089710122000957/0000897101-22-000957-index.htm - Executive change Scott Maskin was appointed as Member of the Board of Directors at SUNation Energy, Inc.. - Action: appointed - Role: Member of the Board of Directors source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/22701/000089710122000957/0000897101-22-000957-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/22701/000089710122000957/0000897101-22-000957-index.htm - Material Agreements 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/22701/000089710122000957/0000897101-22-000957-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.