SUNation Energy Reports Material Agreements, Officer Changes

Ticker: SUNE · Form: 8-K · Filed: Aug 18, 2025 · CIK: 22701

Sentiment: neutral

Topics: material-agreement, officer-change, financial-update

TL;DR

SUNation Energy filed an 8-K detailing new and terminated deals, financial updates, and exec changes.

AI Summary

SUNation Energy, Inc. filed an 8-K on August 18, 2025, reporting on several key events that occurred on August 11, 2025. These include entering into and terminating material definitive agreements, updates on results of operations and financial condition, and changes in directors and officers. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate activity for SUNation Energy, including potential shifts in strategic partnerships or operational structures and changes in leadership.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements were entered into and terminated, suggesting potential volatility or strategic shifts within the company.

Key Players & Entities

FAQ

What were the specific material definitive agreements entered into by SUNation Energy on August 11, 2025?

The filing indicates the entry into material definitive agreements, but the specific details of these agreements are not provided in the provided text snippet.

What were the reasons for the termination of material definitive agreements by SUNation Energy?

The filing states that material definitive agreements were terminated, but the reasons for these terminations are not detailed in the provided text.

What specific changes occurred regarding directors or officers of SUNation Energy on or around August 11, 2025?

The filing lists 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers' as an item of information, indicating changes occurred, but the specifics are not in the snippet.

What updates are provided regarding SUNation Energy's results of operations and financial condition?

The filing includes 'Results of Operations and Financial Condition' as an item of information, suggesting financial updates were reported, but the details are not present in the provided text.

When did SUNation Energy change its name from Pineapple Energy Inc.?

SUNation Energy, Inc. changed its name from Pineapple Energy Inc. on April 12, 2022.

Filing Stats: 1,274 words · 5 min read · ~4 pages · Grade level 11.3 · Accepted 2025-08-18 17:04:41

Key Financial Figures

Filing Documents

01. Entry Into a Material Definitive

Item 1.01. Entry Into a Material Definitive Agreement. ATM Offering On August 18, 2025, SUNation Energy, Inc. ("SUNation" or the "Company") entered into a Sales Agreement (the "Sales Agreement") with Needham & Company, LLC ("Needham" or the "Sales Agent"). Pursuant to the Sales Agreement, the Sales Agent will act as the Company's agent with respect to an offering and sale, at any time and from time to time, of the Company's common stock, par value per share $.05 (the "Shares"). The Company has authorized the sale, at its discretion, of Shares in an aggregate offering amount up to $30,000,000 under the Sales Agreement. Sales of the Shares, if any, will solely be made in "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). The Sales Agent will use commercially reasonable efforts consistent with normal trading and sales practices. The offer and sale of the Shares will be made pursuant to the Company's shelf registration statement on Form S-3, which was filed with the Securities and Exchange Commission ("SEC") and declared effective on April 29, 2025 (File No. 333-286663, the "Registration We will not make any offers or sales of Shares or any other securities registered thereunder unless and until the Registration Statement is declared and maintained as effective by the SEC. We are not obligated to make any sales of Shares under the Sales Agreement and no assurance can be given that we will sell any Shares under the Sales Agreement, or, if we do, as to the price or amount of Shares that we will sell, or the dates on which any such sales will take place. The Company or the Sales Agent, under certain circumstances and upon notice to the other, may suspend the offering of the Shares under the Sales Agreement. The offering of the Shares pursuant to the Sales Agreement will t

02. Termination of Material Definitive

Item 1.02. Termination of Material Definitive Agreement. On August 11, 2025, the Company delivered written notice to Roth Capital Partners, LLC ("Roth") that the Company was terminating the At Market Offering Agreement, dated October 21, 2024, by and between the Company and Roth (the "Previous ATM Agreement"), in accordance with its terms. The "at-the-market" offering of Shares with Roth was offered and pursuant to Form S-3 (File No. 333-267066), and the prospectus supplement related thereto, having an aggregate sale price of up to $10,000,000. The Company terminated the Previous ATM Agreement prior to entry into the Sales Agreement. This Current Report on Form 8-K, including the exhibits filed herewith, shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

02. Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition. On May 15, 2025, SUNation Energy, Inc. (the "Company") issued a press release (the "Press Release") announcing financial results for the Company for the quarter ended June 30, 2025. A copy of the Press Release is furnished as Exhibit 99.1 to this current report.

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 13, 2025, Mr. Henry Howard, a member of the Company's Board of Directors, provided the Company with notice that he was resigning from the Board of Directors, effective immediately. The Company thanks Mr. Howard for his service on the Company's Board of Directors, and wishes him well in all future endeavors.

01. Financial Statements and

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 5.1 Opinion of Rimon, P.C. 10.1 ATM Sales Agreement, dated August 18, 2025, between SUNation Energy, Inc. and Needham & Company, LLC 99.1 Press Release dated August 18, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

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. SUNATION ENERGY, INC. By: /s/ James Brennan James Brennan Chief Financial Officer Date: August 18, 2025 3

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