Pineapple Energy receives Nasdaq delisting notice for negative equity; issues super-voting preferred to related party

SUNation Energy, Inc.

Nasdaq notified Pineapple Energy of non-compliance with minimum $2.5M stockholders' equity rule; equity was negative $11.2M as of March 31, 2024.
Issued one share of Series B Preferred Stock to Lake Street Solar (affiliate of director Scott Honour) for $15; share carries 5B votes only on reverse split and authorized share increase proposals.
The preferred vote is cast proportionally to common shares, giving Lake Street Solar control over needed reverse split and authorized share increase approvals.
Must obtain shareholder reverse split approval by July 1, effect split by July 11, and maintain $1.00 bid for 10 days by July 24 to avoid delisting.
Prior deficiencies include minimum bid price and low priced stock rule; failure to meet extension terms could trigger immediate delisting.

item 1.01 item 5.03 item 3.01 item 3.02 item 3.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Listing & Compliance Notices SEC 8-K Item 3.01 confidence 0.9

SUNation Energy, Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).

Exchange: nasdaq
Notice: deficiency notice
Deficiency: stockholders equity
Rules: 5550(b)(1)

Exact text from the filing

May 16, 2024, Pineapple Energy Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market informing the Company that it no longer complies with the requirement under Nasdaq Listing Rule 5550(b)(1) to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on the Nasdaq Capital Market (the “Stockholders’ Equity Rule”) because the Company reported stockholders’ equity of negative $11.2 million in its Form 10-Q for the period ended March 31, 2024, and, as of the date of the Notice, the Company di

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

SUNation Energy, Inc.: Filed a Certificate of Designation designating rights, preferences, privileges, and restrictions of a new series of Preferred Stock (effective 2024-05-13).

Change: charter amendment
Effective: 2024-05-13

Exact text from the filing

On May 13, 2024, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of Minnesota, effective as of May 13, 2024, designating the rights, preferences, privileges and restrictions of the share of the Preferred Stock.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

SUNation Energy, Inc. entered into Subscription Agreement with Lake Street Solar, LLC valued at $15 cash (effective 2024-05-13).

Action: entry
Agreement: equity purchase
Counterparty: Lake Street Solar, LLC
Value: $15 cash
Effective: 2024-05-13

Exact text from the filing

On May 13, 2024, Pineapple Energy Inc. (the “Company”) entered into a Subscription and Investment Representation Agreement (the “Subscription Agreement”) with Lake Street Solar, LLC (the “Purchaser”), a former holder of more than ten percent of the Company’s common stock and an affiliate of Scott Honour, a director of the Company, pursuant to which the Company agreed to issue and sell one (1) share of the Company’s Series B Preferred Stock, par value $1.00 per share (the “Preferred Stock”), to the Purchaser for $15 cash.

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SUNation Energy, Inc. filing history →

Source: SEC EDGAR

accession 0000897101-24-000187

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