secwatch / observer

SUNation Energy, Inc. — fact timeline

Source-grounded facts extracted from SUNation Energy, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

SUNE SUNation Energy, Inc. JSON
Shareholder Votes

SUNation Energy, Inc. shareholders approved Reverse stock split of outstanding Common Stock at a ratio within 1-for-2 to 1-for-15 at the 2024-01-03 meeting.

“The Company's shareholders did not approve a reverse stock split of the outstanding shares of the Company's Common Stock, at a ratio within a range of 1-for-2 to 1-for-15, as determined by the Board, by voting as follows: For Against Abstain 6,618,769 1,068,446 39,997”
Shareholder Votes

SUNation Energy, Inc. shareholders approved Amendment of Amended and Restated Articles of Incorporation to increase authorized shares from 75,000,000 to 112,500,000 at the 2023-12-29 meeting.

“The Company's shareholders approved an amendment of the Company's Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common Stock from 75,000,000 to 112,500,000 by voting as follows: For Against Abstain Broker Non-Votes 5,273,346 952,819 15,492 1,485,555”
Shareholder Votes

SUNation Energy, Inc. shareholders approved Adjournment of Annual Meeting to solicit additional proxies if necessary at the 2023-12-14 meeting.

“Proposal 7: Adjournment Proposal The Company’s shareholders approved the one or more adjournments of the Annual Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to approve any of the proposals at the time of the Annual Meeting by voting as follows: For Against Abstain 3,946,730 2,911,576 92,707”
Shareholder Votes

SUNation Energy, Inc. shareholders approved Approval of issuance of up to $20.0 million of securities in non-public offerings under Nasdaq Listing Rule 5635(d) at the 2023-12-14 meeting.

“Proposal 6: Private Placement Proposal The Company’s shareholders approved the potential approve the issuance of up to $20.0 million of securities in one or more non- public offerings where the maximum discount at which securities will be offered will be equivalent to a discount of up to 20% below the market price of the Common Stock in accordance with Nasdaq Listing Rule 5635(d) by voting as follows: For Against Abstain Broker Non-Votes 4,191,765 829,762 46,936 1,882,550”
Shareholder Votes

SUNation Energy, Inc. shareholders rejected Reverse stock split of outstanding common stock at a ratio within 1-for-2 to 1-for-15 at the 2023-12-14 meeting.

“Proposal 5: Reverse Stock Split Proposal The Company’s shareholders did not approve a reverse stock split of the outstanding shares of the Company’s common stock, at a ratio within a range of 1-for-2 to 1-for-15, as determined by the Board, by voting as follows: For Against Abstain 5,889,031 1,017,262 44,720”
Shareholder Votes

SUNation Energy, Inc. shareholders approved Amendment to 2022 Employee Stock Purchase Plan to increase shares authorized from 200,000 to 500,000 at the 2023-12-14 meeting.

“Proposal 4: Proposal to Amend the 2022 Employee Stock Purchase Plan The Company’s shareholders approved the amendment of the Company’s 2022 Employee Stock Purchase Plan to increase the number of shares of common stock authorized for issuance under the Plan from 200,000 to 500,000 shares by voting as follows: For Against Abstain Broker Non-Votes 4,653,720 401,820 12,923 1,882,550”
Shareholder Votes

SUNation Energy, Inc. shareholders rejected Amendment to Amended and Restated Articles of Incorporation to increase authorized shares of Common Stock from 75,000,000 to 112,500,000 at the 2023-12-14 meeting.

“Proposal 3: Authorized Share Amendment Proposal The Company’s shareholders did not approve the amendment of the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common Stock from 75,000,000 to 112,500,000 by voting as follows: For Against Abstain Broker Non-Votes 3,170,824 1,882,767 14,872 1,882,550”
Shareholder Votes

SUNation Energy, Inc. shareholders approved Ratification of UHY LLP as independent registered public accounting firm at the 2023-12-14 meeting.

“Proposal 2: Auditor Ratification Proposal The Company’s shareholders ratified the appointment of UHY LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 by voting as follows: For Against Abstain 6,703,791 50,775 196,447”
Shareholder Votes

SUNation Energy, Inc. shareholders approved Election of Directors at the 2023-12-14 meeting.

“Proposal 1: Election of Directors Proposal The following nominees were elected to serve as directors for a term that will last until the Company’s 2024 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified. The voting with respect to the election of directors was as follows: Nominee Votes For Withheld Broker Non-Votes Marilyn Adler 4,804,521 263,942 1,882,550 Thomas Holland 4,810,563 257,900 1,882,550 Scott Honour 3,236,932 1,831,531 1,882,550 Roger Lacey 4,699,291 369,172 1,882,550 Scott Maskin 4,734,797 333,666 1,882,550 Randall Sampson 4,806,733 261,730 1,882,550 Kyle Udseth 3,416,685 1,651,778 1,882,550”
Earnings Releases

SUNation Energy, Inc. updated its the third quarter ended September 30, 2023 guidance (reaffirmed).

“On November 9, 2023, Pineapple Energy Inc. (the “Company”) issued a press release reporting select financial results for the quarter ended September 30, 2023. A copy of the press release is attached as Exhibit 99.1 and the information set forth therein is incorporated herein by reference and constitutes a part of this report.”
Listing & Compliance Notices

SUNation Energy, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“October 27, 2023, Pineapple Energy Inc. (the "Company") received a notice from the Listing Qualifications Department (the "Staff") of the Nasdaq Stock Market ("Nasdaq") informing the Company that because the closing bid price for the Company's common stock listed on Nasdaq was below $1.00 per share for the last 31 consecutive business days, the Company does not comply with the minimum closing bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2) (the "Rule"). The notification has no immediate effect on the listing of the Company's com”
Auditor Changes

SUNation Energy, Inc. engaged UHY LLP as its auditor.

“On August 10, 2023 (the "Engagement Date"), the Company engaged UHY LLP ("UHY") as its independent registered public accounting firm for the Company's fiscal year ending December 31, 2023 and for the fiscal quarter ended September 30, 2023.”
Auditor Changes

Baker Tilly US, LLP resigned as auditor of SUNation Energy, Inc..

“the Company's former independent accountant, Baker Tilly US, LLP ("Baker Tilly"), resigned as the Company's independent registered public accounting firm, effective April 28, 2023.”
Earnings Releases

SUNation Energy, Inc. reported the second quarter ended June 30, 2023 results: revenue $19,836,291, net income $(333,810), EPS ($0.03) per diluted share.

“JDL Technologies, Inc., and Ecessa Corporation completed Second Quarter 2023 GAAP Results from Continuing Operations 1 2 nd Quarter 2023 2 nd Quarter 2022 3 Revenue $19,836,291 $4,218,453 Gross Profit $7,136,934 $902,443 Operating Expense $8,552,254 $3,848,226 Operating Loss $(1,415,320) $(2,945,783) Other Income $1,078,616 $4,639,554 Net (Loss)”
Material Agreements

SUNation Energy, Inc. amended Consent and Amendment No. 2 to Loan and Security Agreement with Hercules Capital, Inc. valued at Amends Hercules Loan Agreement to join Company as borrower, extend maturity to June 2, 2027, set int (effective 2023-05-31).

“On May 31, 2023, the Company and its wholly owned subsidiary, Pineapple Energy LLC (“PE LLC”) entered into that certain Consent and Amendment No. 2 to Loan and Security Agreement (the “Amendment”) to the Loan and Security Agreement, dated December 11, 2020 (as amended, the “Hercules Loan Agreement”) with Hercules Capital, Inc. (“Hercules”).”
Material Agreements

SUNation Energy, Inc. entered into Revenue Loan and Security Agreement with Decathlon Specialty Finance, LLC valued at $7.5 million loan facility, fixed monthly payments totaling $960,000 in 2023, $2,220,000 in 2024, $2 (effective 2023-06-01).

“On June 1, 2023 (the “Effective Date”), Pineapple Energy Inc. (the “Company”) entered into a Revenue Loan and Security Agreement (the “Loan Agreement”) by and among the Company, each of the Company’s subsidiary guarantors who from time to time become guarantors thereunder (collectively, the “Guarantors”), and Decathlon Specialty Finance, LLC (“Decathlon”).”
Earnings Releases

SUNation Energy, Inc. reported financial results for the quarter ended March 31, 2023.

“On May 11, 2023, Pineapple Energy Inc. (the “Company”) issued a press release reporting select financial results for the quarter ended March 31, 2023.”
Auditor Changes

Baker Tilly US, LLP resigned as auditor of SUNation Energy, Inc..

“On April 28, 2023, Pineapple Energy Inc. (the “Company”) received notice that its independent accountant, Baker Tilly US, LLP (“Baker Tilly”), was resigning as the Company’s independent registered public accounting firm, effective April 28, 2023.”
Earnings Releases

SUNation Energy, Inc. reported the fourth quarter ended December 31, 2022 results: revenue $17,183,617, net income $(539,502), EPS ($0.06).

“to Senior Vice President of Corporate Development Fourth Quarter 2022 GAAP Results from Continuing Operations 1 4 th Quarter 2022 3 rd Quarter 2022 3 4 th Quarter 2021 Revenue $17,183,617 $5,888,162 $12,745 Gross Profit $5,005,122 $1,404,173 $12,745 Operating Expense $8,550,236 $3,827,944 $1,153,059 Net Loss $(539,502) $(2,542,788) $(1,508,611) Cash, restricted”
Governance Changes

SUNation Energy, Inc.: Shareholders approved an amendment to the Second Amended and Restated Articles of Incorporation to increase authorized shares of common stock from 37,500,000 to 75,000,000 (effective 2022-12-09).

“the shareholders of the Company approved an amendment to the Company’s Second Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) to increase the number of authorized shares of Common Stock to a total of 75,000,000 shares (the “Amendment”). The Amendment, which was included as Proposal 3 in the Company’s Proxy Statement, became effective on December 9, 2022 upon filing of Articles of Amendment to the Articles of Incorporation with the Secretary of State of the State of Minnesota.”
Shareholder Votes

SUNation Energy, Inc. shareholders approved Election of Scott Maskin as a Director at the 2022-12-07 meeting.

“Proposal 9: Election of Scott Maskin as a Director Scott Maskin was elected to serve as director for a term that will last until the Company’s 2023 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified by voting as follows: For Withhold Broker Non-Votes 3,751,937 118,513 1,561,782”
Shareholder Votes

SUNation Energy, Inc. shareholders approved Approval of the Adjournment of the Annual Meeting to Solicit Additional Proxies at the 2022-12-07 meeting.

“Proposal 8: Approval of the Adjournment of the Annual Meeting to Solicit Additional Proxies The Company’s shareholders approved the one or more adjournments of the Annual Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to approve any of the proposals at the time of the Annual Meeting by voting as follows: For Against Abstain 4,974,233 427,330 33,098”
Shareholder Votes

SUNation Energy, Inc. shareholders rejected Approval of the Removal of Supermajority Voting Requirements in the Company’s Articles of Incorporation at the 2022-12-07 meeting.

“Proposal 7: Approval of the Removal of Supermajority Voting Requirements in the Company’s Articles of Incorporation The Company’s shareholders did not approve an amendment to the Company’s Amended and Restated Articles of Incorporation to eliminate the requirement that any reclassification of securities or recapitalization or reorganization of the Company be approved by at least two-thirds of the votes entitled to be cast by the holders of all then outstanding shares of voting stock by voting as follows: For Against Abstain Broker Non-Votes 3,933,018 399,423 12,522 1,089,701”
Shareholder Votes

SUNation Energy, Inc. shareholders approved Approval of the Issuance of Securities in One or More Non-Public Offerings at the 2022-12-07 meeting.

“Proposal 6: Approval of the Issuance of Securities in One or More Non-Public Offerings The Company’s shareholders approved the potential approve the issuance of up to $20.0 million of securities in one or more non- public offerings where the maximum discount at which securities will be offered will be equivalent to a discount of up to 20% below the market price of the Common Stock in accordance with Nasdaq Listing Rule 5635(d) by voting as follows: For Against Abstain Broker Non-Votes 3,933,663 405,221 6,080 1,089,700”
Shareholder Votes

SUNation Energy, Inc. shareholders approved Approval to Amend the Company’s 2022 Equity Incentive Plan at the 2022-12-07 meeting.

“Proposal 5: Approval to Amend the Company’s 2022 Equity Incentive Plan The Company’s shareholders approved the amendments to the Company’s 2022 Equity Plan to increase the number of shares of Common Stock authorized for issuance under the 2022 Equity Plan and the number of shares that can be issued as incentive stock options under the 2022 Equity Plan from 750,000 to 1,250,000 shares by voting as follows: For Against Abstain Broker Non-Votes 3,933,627 402,167 9,170 1,089,700”
Shareholder Votes

SUNation Energy, Inc. shareholders approved Approval of the Company’s 2022 Employee Stock Purchase Plan at the 2022-12-07 meeting.

“Proposal 4: Approval of the Company’s 2022 Employee Stock Purchase Plan The Company’s shareholders approved the Company’s 2022 Employee Stock Purchase Plan by voting as follows: For Against Abstain Broker Non-Votes 4,103,337 227,056 14,571 1,089,700”
Shareholder Votes

SUNation Energy, Inc. shareholders approved Approval of the Increase in the Number of Authorized Shares of the Company’s Common Stock at the 2022-12-07 meeting.

“Proposal 3: Approval of the Increase in the Number of Authorized Shares of the Company’s Common Stock The Company’s shareholders approved the amendment of the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common Stock from 37,500,000 to 75,000,000 by voting as follows: For Against Abstain 4,965,622 453,979 15,061”
Shareholder Votes

SUNation Energy, Inc. shareholders approved Ratification of the Appointment of Baker Tilly US, LLP as the Company’s Independent Registered Public Accounting Firm for 2022 at the 2022-12-07 meeting.

“Proposal 2: Ratification of the Appointment of Baker Tilly US, LLP as the Company’s Independent Registered Public Accounting Firm for 2022 The Company’s shareholders ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 by voting as follows: For Against Abstain 5,388,096 33,195 13,373”
Shareholder Votes

SUNation Energy, Inc. shareholders approved Election of Directors at the 2022-12-07 meeting.

“Proposal 1: Election of Directors The following nominees were elected to serve as directors for a term that will last until the Company’s 2023 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified. The voting with respect to the election of directors was as follows: Nominee Votes For Withheld Broker Non-Votes Marilyn Adler 4,083,985 260,979 1,089,700 Thomas Holland 4,251,502 93,462 1,089,700 Scott Honour 4,224,569 120,395 1,089,700 Roger Lacey 4,249,222 95,742 1,089,700 Randall Sampson 4,251,920 93,044 1,089,700 Kyle Udseth 4,225,303 119,661 1,089,700 Michael Zapata 4,249,025 95,939 1,089,700”
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).

“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”
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.

“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”
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.

“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”
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).

“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”

Scott Maskin was appointed as Senior Vice President and General Manager, New York Division at SUNation Energy, Inc..

“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.”

Scott Maskin was appointed as Member of the Board of Directors at SUNation Energy, Inc..

“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.”

Kristin Hlavka changed role as Interim Chief Financial Officer at SUNation Energy, Inc..

“Mr. Ingvaldson will replace the Company's current Interim Chief Financial Officer, Kristin Hlavka, who will continue her role as the Company's Corporate Controller and principal accounting officer.”

Eric Ingvaldson was appointed as Chief Financial Officer at SUNation Energy, Inc..

“On September 16, 2022, Eric Ingvaldson accepted an offer of employment to become the Chief Financial Officer of Pineapple Energy Inc. (the "Company"), effective on October 10, 2022.”

Mark Fandrich departed as Chief Financial Officer at SUNation Energy, Inc..

“Ms. Hlavka succeeds the Company’s current Chief Financial Officer, Mark Fandrich, who will be resigning from the Company at that time as previously announced.”

Kristin Hlavka was appointed as Interim Chief Financial Officer at SUNation Energy, Inc..

“On August 11, 2022, Kristin Hlavka was appointed Interim Chief Financial Officer of Pineapple Energy Inc. (the “Company”), effective immediately following the filing of the Company’s next quarterly report on Form 10-Q.”

Mark Fandrich departed as Chief Financial Officer at SUNation Energy, Inc..

“Mark Fandrich would be resigning from his position as Chief Financial Officer, effective on the date the Company files its second quarter Form 10-Q (the "Effective Date"), which is currently anticipated to be August 12, 2022.”

Thomas J. Holland was elected as Director at SUNation Energy, Inc..

“Kyle Udseth, Scott Honour, Marilyn Adler and Thomas J. Holland were elected as directors to serve with continuing directors Roger H.D. Lacey, Randall D. Sampson and Michael R. Zapata.”

Marilyn Adler was elected as Director at SUNation Energy, Inc..

“Kyle Udseth, Scott Honour, Marilyn Adler and Thomas J. Holland were elected as directors to serve with continuing directors Roger H.D. Lacey, Randall D. Sampson and Michael R. Zapata.”

Scott Honour was elected as Director at SUNation Energy, Inc..

“Kyle Udseth, Scott Honour, Marilyn Adler and Thomas J. Holland were elected as directors to serve with continuing directors Roger H.D. Lacey, Randall D. Sampson and Michael R. Zapata.”

Kyle Udseth was elected as Director at SUNation Energy, Inc..

“Kyle Udseth, Scott Honour, Marilyn Adler and Thomas J. Holland were elected as directors to serve with continuing directors Roger H.D. Lacey, Randall D. Sampson and Michael R. Zapata.”

Steven C. Webster resigned as Director at SUNation Energy, Inc..

“In accordance with the merger agreement, and effective upon the closing of the merger, Richard A. Primuth and Steven C. Webster resigned from the Company’s board of directors.”

Richard A. Primuth resigned as Director at SUNation Energy, Inc..

“In accordance with the merger agreement, and effective upon the closing of the merger, Richard A. Primuth and Steven C. Webster resigned from the Company’s board of directors.”

Roger H.D. Lacey was appointed as Interim Chief Executive Officer at SUNation Energy, Inc..

“Roger H.D. Lacey, currently serving as Executive Chairman of the CSI Board of Directors, has assumed the additional role of Interim Chief Executive Officer.”

Anita Kumar resigned as Chief Executive Officer and Director at SUNation Energy, Inc..

“the Company terminated the employment of Ms. Kumar and her position as a Company officer and Ms. Kumar resigned as a CSI director effective August 1, 2021.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.