Pineapple Energy Files 8-K: Material Agreements & Equity Sales

TL;DR

Pineapple Energy dropped an 8-K detailing new debt, equity sales, and charter changes. Big moves happening.

AI Summary

Pineapple Energy Inc. announced on September 9, 2024, that it entered into a material definitive agreement. The company also disclosed the creation of a direct financial obligation and unregistered sales of equity securities. Additionally, there were material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws.

Why It Matters

This 8-K filing indicates significant corporate actions by Pineapple Energy, including new financial obligations and equity transactions, which could impact its financial structure and shareholder rights.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, suggesting potentially significant financial and operational changes for the company.

Key Players & Entities

• Pineapple Energy Inc. (company) — Filer of the 8-K report
• September 9, 2024 (date) — Date of the earliest event reported

FAQ

Key Financial Figures

• $500,000.00 — te, Conduit loaned the principal sum of $500,000.00 to the Company on an original issue ("O
• $400,000.00 — f 20% and accordingly, Conduit advanced $400,000.00 to the Company (the "Initial Conduit Lo
• $500,000 — is, up to an aggregate principal sum of $500,000.00, and Conduit shall have the right, w
• $120,000.00 — for an additional principal advance of $120,000.00 (the "Advance"). The Amended Note also
• $0.05 — f the Company's common stock, par value $0.05 per share (the "Common Stock"), calcula
• $0.45 — ollar amount to be converted divided by $0.45 (the "Conversion Price"). As a result
• $1,000.00 — er share of Series C Preferred Stock is $1,000.00 and the Conversion Price per share of S
• $0.79146 — dividing: (i) the Stated Value by (ii) $0.79146 (the "Minimum Price" as defined under N

Filing Documents

• pegy240945_8k.htm (8-K) — 49KB
• pegy240945_ex3-1.htm (EX-3.1) — 99KB
• pegy240945_ex10-2.htm (EX-10.2) — 62KB
• pegy240945_ex10-3.htm (EX-10.3) — 62KB
• pegy240945_ex99-1.htm (EX-99.1) — 9KB
• 0000897101-24-000436.txt ( ) — 511KB
• pegy-20240909.xsd (EX-101.SCH) — 3KB
• pegy-20240909_lab.xml (EX-101.LAB) — 33KB
• pegy-20240909_pre.xml (EX-101.PRE) — 22KB
• pegy240945_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed, on July 22, 2024, Pineapple Energy Inc. (the "Company") obtained bridge loan financing for working capital purposes from Conduit Capital U.S. Holdings LLC ("Conduit"), an unaffiliated lender. On such date, Conduit loaned the principal sum of $500,000.00 to the Company on an original issue ("OID") basis of 20% and accordingly, Conduit advanced $400,000.00 to the Company (the "Initial Conduit Loan"). The Initial Conduit Loan will accrue interest on the unpaid principal amount, without deduction for the OID, at an annual rate of 20%. Commencing on October 21, 2024 through and including July 21, 2025 (the "Maturity Date"), the Company may request that Conduit provide additional advances for working capital on identical terms, conditions and interest rate as the Initial Conduit Loan on an OID basis, up to an aggregate principal sum of $500,000.00, and Conduit shall have the right, without commitment or obligation to make such requested loan(s) by advancing 80% of the principal thereof. All such loans are secured by a pledge of all of the Company's assets. The agreement was evidenced by the Secured Credit Agreement, dated July 22, 2024, between the Company and Conduit and the Secured Credit Note, dated July 22, 2024, between the Company and Conduit (the "Original Note"). On September 9, 2024, the Company and Conduit entered into an Amended and Restated Convertible Secured Note (the "Amended Note") which amended the Original Note, which provides for an additional principal advance of $120,000.00 (the "Advance"). The Amended Note also provides that Conduit may convert all or any portion of the Advance and all accrued but unpaid interest thereon into a number of shares (the "Note Conversion Shares") of the Company's common stock, par value $0.05 per share (the "Common Stock"), calculated as the total dollar amount to be converted divided by $0.45 (the "Conversion Price"). As a result of the

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above in Item 1.01 is hereby incorporated by reference into this Item 2.03. The summary above is qualified by the full texts of the Secured Credit Note, dated July 22, 2024, and the Amended Note, dated September 9, 2024, between the Company and Conduit, which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

02

Item 3.02. Unregistered Sales of Equity Securities. The information set forth above in Item 1.01 is hereby incorporated by reference into this Item 3.02. The issuance of the Series C Preferred Stock and any shares of Common Stock issuable upon conversion of the Series C Preferred Stock was made pursuant to Sectoin 3(a)(9) of the Securities Act of 1933, as amended, and the rules promulgated thereunder.

03

Item 3.03. Material Modification to Rights of Security Holders. On September 9, 2024, the Company filed with the Secretary of State of Minnesota the Certificate of Designation. The information contained in Item 1.01 related to the Certificate of Designation and the terms of the Series C Preferred Stock is hereby incorporated by reference into this Item 3.03.

03

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the Exchange Agreement as described in Item 1.01 above, on September 9, 2024, the Company filed with the Secretary of State of the State of Minnesota the Certificate of Designation. The information contained in Item 1.01 related to the Certificate of Designation and the terms of the Series C Preferred Stock is hereby incorporated by reference into this Item 5.03. The Certificate of Designation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

01

Item 7.01. Regulation FD Disclosure. On September 9, 2024, the Company issued a press release relating to the information set forth above, a copy of which is furnished as Exhibit 99.1.

Financial Statements and Exhibits

Financial Statements and Exhibits. The following exhibits are being filed with this Current Report on Form 8-K: Exhibit No. Description 3.1 Certificate of Designation 10.1 Secured Credit Note, dated July 22, 2024, between Pineapple Energy Inc. and Conduit Capital U.S. Holdings, LLC (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed on July 26, 2024). 10.2 Amended and Restated Convertible Secured Credit Note, dated September 9, 2024, between Pineapple Energy Inc. and Conduit Capital U.S. Holdings, LLC. 10.3 Form of Securities Exchange Agreement. 99.1 Press Release dated September 9, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATUREs

SIGNATUREs Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PINEAPPLE ENERGY INC. By: /s/ Scott Maskin Scott Maskin Interim Chief Executive Officer Date: September 9, 2024

View Full Filing

View this 8-K filing on SEC EDGAR