---
schema_version: "secwatch.filing_event.v1"
accession: "0000897101-24-000043"
form_type: "8-K"
ticker: "SUNE"
cik: "0000022701"
company_name: "SUNation Energy, Inc."
filed_at: "2024-02-05T23:59:59+00:00"
generated_at: "2026-06-06T09:26:05.852404+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Pineapple Energy prices $1.0M offering at $0.37; existing convertible/warrant shares could exceed 400M after adjustment

## Summary
- Gross proceeds $1.0M (2.7M shares at $0.37); net ~$900k for working capital.
- Anti-dilution adjusts Preferred to lower of $0.37 or 5-day VWAP (floor $0.14); could yield up to 200M shares.
- Series A Warrants adjusted; could be exercisable for up to 228.6M shares at $0.14 floor.
- Series A Warrants term extended to March 28, 2029.
- Closing expected Feb 7, 2024; Roth Capital Partners acting as sole placement agent.

## SEC filing metadata
- accession: 0000897101-24-000043
- form_type: 8-K
- ticker: SUNE
- cik: 0000022701
- company_name: SUNation Energy, Inc.
- filed_at: 2024-02-05T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 3.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/22701/000089710124000043/0000897101-24-000043-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/22701/000089710124000043/pegy240127_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000897101-24-000043
- JSON: https://secwatch.observer/filing/0000897101-24-000043.json
- Plain text: https://secwatch.observer/filing/0000897101-24-000043.txt

## Key facts
- Material Agreements
  SUNation Energy, Inc. entered into Securities Purchase Agreement with certain institutional investors valued at $1.0 million (effective 2024-02-05).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain institutional investors
  - Value: $1.0 million
  - Effective: 2024-02-05
  source text: On February 5, 2024, Pineapple Energy Inc. (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”) for the sale by the Company of 2,702,703 shares (the “Shares”) of the Company’s common stock, par value $0.05 per share (the “Common Stock”), in a registered direct offering (the “Offering”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/22701/000089710124000043/0000897101-24-000043-index.htm
- Material Agreements
  SUNation Energy, Inc. amended Limited Waiver and Amendment with the Purchasers (effective 2024-02-05).
  - Action: amendment
  - Counterparty: the Purchasers
  - Effective: 2024-02-05
  source text: In connection with the Offering, the Company also entered into a Limited Waiver and Amendment (the “Waiver”) dated February 5, 2024 with the Purchasers with respect to up to 50% of the shares of Series A Convertible Preferred Stock (the “Preferred Stock”) issued pursuant to the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of the Company, previously filed with the State of Minnesota on March 25, 2022 (the “Certificate of Designation”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/22701/000089710124000043/0000897101-24-000043-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.