Pineapple Energy Inc
For the period ended Dec 31, 2023. Filed Apr 1, 2024.
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FY2023 · Filed Apr 1, 2024
SUNE$2.13+4.9%Stored close · as of Nov 10, 2026
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1)Consolidated Financial Statements
The following Consolidated Financial Statements of Pineapple Energy Inc. and subsidiaries appear at pages 33 to 69 herein:
Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2023 and 2022
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023 and 2022
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022
Notes to Consolidated Financial Statements
(a) (2)Consolidated Financial Statement Schedules
The schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.
(a) (3)Exhibits
| Regulation S-K | |||
|---|---|---|---|
| Reference | Title of Document | Location | |
| 2.1 | # | Agreement and Plan of Merger, dated March 1, 2021, by and among Communications Systems, Inc., Helios Merger Co., Pineapple Energy LLC, Lake Street Solar LLC, and Randall D. Sampson | Filed as Exhibit 2.1 to the Form 8-K filed on March 3, 2021 and incorporated herein by reference. |
| 2.2 | # | Amendment No. 1 to Agreement and Plan of Merger dated December 16, 2021 by and among Communications Systems, Inc., Helios Merger Co., Pineapple Energy LLC, Lake Street Solar LLC, and Randall D. Sampson | Filed as Exhibit 2.1 to the Form 8-K filed on December 20, 2021 and incorporated herein by reference. |
| 2.3 | # | Transaction Agreement, dated November 9, 2022, by and among Pineapple Energy Inc., Solar Merger Sub, LLC, Scott Maskin, James Brennan, Scott Sousa, Brian Karp and Scott Maskin as representative of each seller, including the forms of the Plan of Merger, the Pledge and Security Agreement, the Short-Term Limited Recourse Secured Promissory Note and the Long-Term Promissory Note | Filed as Exhibit 2.1 to Form 8-K filed on November 10, 2022 and incorporated herein by reference. |
| 3.1 | Fourth Amended and Restated Articles of Incorporation, as amended through January 30, 2024 | Filed as Exhibit 3.2 to the Form 8-K filed on February 5, 2024 and incorporated herein by reference. | |
| 3.2 | Restated Bylaws of Pineapple Energy Inc., as amended (effective as of April 13, 2022) | Filed as Exhibit 3.2 to the Form 8-K filed on April 13, 2022 and incorporated herein by reference. | |
| 3.3 | Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of Communications Systems, Inc. (n/k/a Pineapple Energy Inc.) filed on March 25, 2022 | Included in Exhibit 3.1. | |
| 4.1 | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | Filed herewith. | |
| 4.2 | Amended and Restated Registration Rights Agreement between Communications Systems, Inc. and PIPE Investors | Filed as Exhibit 4.3 to the Form 8-K filed on September 15, 2021 and incorporated herein by reference. | |
| 4.3 | Form of Senior Indenture | Filed as Exhibit 4.4 to Registration Statement on Form S-3 filed August 25, 2022 and incorporated herein by reference. | |
| 4.4 | Form of Subordinated Indenture | Filed as Exhibit 4.5 to Registration Statement on Form S-3 filed August 25, 2022 and incorporated herein by reference. | |
| 10.1 | * | Employee Stock Ownership Plan and Trust, effective as of January 1, 2009 | Filed as Exhibit 10.3 to the Form 10-K for the year ended December 31, 2011 (2011 Form 10-K) and incorporated herein by reference. |
| 10.2 | * | First Amendment, dated October 21, 2011, to the Communications Systems, Inc. Employee Stock Ownership Plan and Trust. | Filed as Exhibit 10.3.1 to the 2011 Form 10-K and incorporated herein by reference. |
| 10.3 | * | Third Amendment, dated December 14, 2012 to the Communications Systems, Inc. Employee Stock Ownership Plan and Trust. | Filed as Exhibit 10.1 to the Form 8-K dated December 20, 2012 and incorporated herein by reference. |
| 10.4 | * | Fourth Amendment, dated January 1, 2015 to the Communications Systems, Inc. Employee Stock Ownership Plan and Trust | Filed as Exhibit 10.3.3 to the Form 10-K for the year ended December 31, 2014 and incorporated herein by reference. |
| 10.5 | * | Pineapple Energy Inc. 2022 Employee Stock Purchase Plan, as amended | Filed as Appendix B to the 2023 Annual Meeting of Shareholders on Schedule 14A filed on November 3, 2023 and incorporated herein by reference. |
| 10.6 | * | Form of Communications Systems, Inc. Change of Control Agreement for Executives | Filed as Exhibit 10.13 to the 2018 Form 10-K and incorporated herein by reference. |
| 10.7 | Voting Agreement, dated March 1, 2021, by and among Communications Systems, Inc., Pineapple Energy LLC, and the holders of capital stock of Communications Systems, Inc. | Filed as Exhibit 10.1 to the Form 8-K filed on March 3, 2021 and incorporated herein by reference. | |
| 10.8 | Amended and Restated Securities Purchase Agreement dated as of September 15, 2021, between Communications Systems, Inc. and the PIPE Investors | Filed as Exhibit 10.1 to the Form 8-K filed on September 15, 2021 and incorporated herein by reference. | |
| 10.9 | Form of Lock-up Agreement by and among Communications Systems, Inc., certain directors, officers and shareholders of Communications Systems, Inc., and the PIPE Investors | Filed as Exhibit 10.2 to the Form 8-K filed on June 29, 2021 and incorporated herein by reference. | |
| 10.10 | # | Asset Purchase Agreement dated March 1, 2021 by and among Hawaii Energy Connection, LLC and E-Gear, LLC as Seller, Steven P. Godmere as Seller Representative, Pineapple Energy LLC as Buyer. | Filed as Exhibit 10.13 to Registration Statement on Form S-4 filed on November 12, 2021 and incorporated herein by reference. |
| 10.11 | Loan and Security Agreement dated as of December 11, 2020 by and between Pineapple Energy LLC as Borrower and Hercules Capital, Inc. as Lender and Agent. | Filed as Exhibit 10.14 to Registration Statement on Form S-4 filed on November 12, 2021 and incorporated herein by reference. | |
| 10.12 | Working Capital Loan and Security Agreement dated as of January 8, 2021 by and between Pineapple Energy LLC as Borrower and Hercules Capital, Inc. as Lender and Agent. | Filed as Exhibit 10.15 to Registration Statement on Form S-4 filed on November 12, 2021 and incorporated herein by reference. | |
| 10.13 | * | Employment Agreement dated February 10, 2021 by and between Pineapple Energy LLC and Kyle Udseth. | Filed as Exhibit 10.17 to Registration Statement on Form S-4 filed on November 12, 2021 and incorporated herein by reference. |
| 10.14 | # | Amendment No. 1 to Asset Purchase Agreement dated December 16, 2021 by and among Hawaii Energy Connection, LLC and E-Gear, LLC as Seller, Steven P. Godmere as Seller Representative, Pineapple Energy LLC as Buyer. | Filed as Exhibit 10.18 to Registration Statement on Form S-4/A filed on January 26, 2022 and incorporated herein by reference. |
| 10.15 | # | Consent and Amendment to Loan and Security Agreement dated as of December 16, 2021 by and between Pineapple Energy LLC as Borrower and Hercules Capital, Inc. as Lender and Agent. | Filed as Exhibit 10.19 to Registration Statement on Form S-4/A filed on January 26, 2022 and incorporated herein by reference. |
| 10.16 | First Amendment to Working Capital Loan and Security Agreement dated as of December 16, 2021 by and between Pineapple Energy LLC as Borrower and Hercules Capital, Inc. as Lender and Agent. | Filed as Exhibit 10.20 to Registration Statement on Form S-4/A filed on January 26, 2022 and incorporated herein by reference. | |
| 10.17 | Subscription Agreement dated as of December 16, 2021 by and between Pineapple Energy LLC and Lake Street Solar LLC. | Filed as Exhibit 10.21 to Registration Statement on Form S-4/A filed on January 26, 2022 and incorporated herein by reference. | |
| 10.18 | Subscription Agreement dated as of December 16, 2021 by and between Pineapple Energy LLC and Hercules Capital, Inc. | Filed as Exhibit 10.22 to Registration Statement on Form S-4/A filed on January 26, 2022 and incorporated herein by reference. | |
| 10.19 | * | Form of Restricted Stock Unit Award Agreement under the 2022 Equity Incentive Plan | Filed as Exhibit 10.1 to Form 10-Q filed on November 14, 2022 and incorporated herein by reference. |
| 10.20 | * | Form of Performance Stock Unit Award Agreement under the 2022 Equity Incentive Plan | Filed as Exhibit 10.2 to Form 10-Q filed on November 14, 2022 and incorporated herein by reference. |
| 10.21 | * | Form of Incentive Stock Option Award Agreement under the 2022 Equity Incentive Plan | Filed as Exhibit 10.3 to Form 10-Q filed on November 14, 2022 and incorporated herein by reference. |
| 10.22 | * | Form of Non-Qualified Stock Option Award Agreement under the 2022 Equity Incentive Plan | Filed as Exhibit 10.4 to Form 10-Q filed on November 14, 2022 and incorporated herein by reference. |
| 10.23 | * | Offer Letter, dated September 16, 2022, by and between Pineapple Energy Inc. and Eric Ingvaldson. | Filed as Exhibit 10.1 to Form 8-K filed on September 22, 2022 and incorporated herein by reference. |
| 10.24 | * | Restricted Stock Unit Award Agreement (Inducement Grant) between Eric Ingvaldson and Pineapple Energy Inc., dated as of October 11, 2022. | Filed as Exhibit 10.1 to Registration Statement on Form S-8 filed on October 11, 2022 and incorporated herein by reference. |
| 10.25 | * | Restricted Stock Unit Award Agreement (Inducement Grant) between Scott Maskin and Pineapple Energy Inc., dated as of November 15, 2022. | Filed as Exhibit 10.1 to Registration Statement on Form S-8 filed on November 15, 2022 and incorporated herein by reference. |
| 10.26 | * | Restricted Stock Unit Award Agreement (Inducement Grant) between James Brennan and Pineapple Energy Inc., dated as of November 15, 2022. | Filed as Exhibit 10.2 to Registration Statement on Form S-8 filed on November 15, 2022 and incorporated herein by reference. |
| 10.27 | Form of Consent, Waiver and Amendment among Pineapple Energy Inc. and each of its Series A Preferred Stock and warrant holders. | Filed as Exhibit 10.1 to Form 8-K filed on November 10, 2022 and incorporated herein by reference. | |
| 10.28 | * | Employment Agreement, dated November 9, 2022, between Pineapple Energy Inc. and Scott Maskin. | Filed as Exhibit 10.2 to Form 8-K filed on November 10, 2022 and incorporated herein by reference. |
| 10.29 | Subscription and Investment Representation Agreement between Pineapple Energy Inc. and James Brennan dated November 9, 2022. | Filed as Exhibit 10.3 to Form 8-K filed on November 10, 2022 and incorporated herein by reference. | |
| 10.30 | * | Employment Agreement, dated as of December 5, 2022, between Pineapple Energy Inc. and Kyle Udseth | Filed as Exhibit 10.3 to Form 8-K filed on December 9, 2022 and incorporated herein by reference. |
| 10.31 | * | Change in Control Agreement, dated as of December 5, 2022, between Pineapple Energy Inc. and Kyle Udseth | Filed as Exhibit 10.4 to Form 8-K filed on December 9, 2022 and incorporated herein by reference. |
| 10.32 | * | Employment Agreement, dated as of December 5, 2022, between Pineapple Energy Inc. and Eric Ingvaldson | Filed as Exhibit 10.5 to Form 8-K filed on December 9, 2022 and incorporated herein by reference. |
| 10.33 | * | Change in Control Agreement, dated as of December 5, 2022, between Pineapple Energy Inc. and Eric Ingvaldson | Filed as Exhibit 10.6 to Form 8-K filed on December 9, 2022 and incorporated herein by reference. |
| 10.34 | Contingent Value Rights Agreement dated March 25, 2022 by and among the Company, Equiniti Trust Company, as Rights Agent, and Richard A. Primuth in his capacity as the initial CVR Holders’ Representative. | Filed as Exhibit 10.1 to Form 8-K filed on March 29, 2022 and incorporated herein by reference. |
| 10.35 | Pineapple Holdings, Inc. Warrant to Purchase Common Stock, Date of Issuance March 28, 2022. | Filed as Exhibit 10.6 to Form 8-K filed on March 29, 2022 and incorporated herein by reference. | |
| 10.36 | * | Pineapple Energy Inc. 2022 Equity Incentive Plan, as amended through December 7, 2022. | Filed as Exhibit 10.2 to Form 8-K filed on December 9, 2022 and incorporated herein by reference. |
| 10.37 | Purchase Agreement, dated November 18, 2021, between Communications Systems, Inc. and Buhl Investors LLC, a Minnesota limited liability company, or its affiliated assignee with respect to property at 10900 Red Circle Drive, Minnetonka, Minnesota. | Filed as Exhibit 10.1 to the Form 8-K filed on November 23, 2021 and incorporated herein by reference. | |
| 10.38 | First Amendment to Purchase Amendment dated February 15, 2022, to Purchase Agreement dated November 18, 2021, between the Company and Buhl Investors LLC, a Minnesota limited liability company, or its affiliated assignee with respect to property at 10900 Red Circle Drive, Minnetonka, Minnesota. | Filed as Exhibit 10.1 to the Form 8-K filed on February 16, 2022 and incorporated herein by reference. | |
| 10.39 | Second Amendment to Purchase Amendment dated April 11, 2022 to Purchase Agreement dated November 18, 2021, as amended, between the Company and Buhl Investors LLC, with respect to property at 10900 Red Circle Drive, Minnetonka, Minnesota. | Filed as Exhibit 10.1 to Form 8-K filed on April 13, 2022 and incorporated herein by reference. | |
| 10.40 | Third Amendment to Purchase Amendment dated April 26, 2022 to Purchase Agreement dated November 18, 2021, as amended, between the Company and Buhl Investors LLC, with respect to property at 10900 Red Circle Drive, Minnetonka, Minnesota. | Filed as Exhibit 10.1 to Form 8-K filed on April 28, 2022 and incorporated herein by reference. | |
| 10.41 | Fourth Amendment to Purchase Amendment, dated May 26, 2022, to Purchase Agreement, dated November 18, 2021, as amended, between the Company and Buhl Investors LLC, with respect to property at 10900 Red Circle Drive, Minnetonka, Minnesota. | Filed as Exhibit 10.5 to Form 8-K filed on June 15, 2022 and incorporated herein by reference. | |
| 10.42 | Form of Stock Transfer Agreement dated as of January 24, 2022. | Filed as Exhibit 10.3 to Registration Statement on Form S-3 filed on February 22, 2022 and incorporated herein by reference. | |
| 10.43 | Memorandum Agreement Related to Sale of 10900 Red Circle Property dated June 10, 2022 between the Company and Richard Primuth. | Filed as Exhibit 10.4 to the Quarterly Report on Form 10-Q filed on August 22, 2022 and incorporated herein by reference. | |
| 10.44 | Revenue Loan and Security Agreement dated as of June 1, 2023 by and among Pineapple Energy Inc., the Guarantors party thereto, and Decathlon Specialty Finance, LLC | Filed as Exhibit 10.1 to Form 8-K filed on June 6, 2023 and incorporated herein by reference. | |
| 10.45 | Consent and Amendment No. 2 to Loan and Security Agreement dated as of May 31, 2023 by and between Pineapple Energy LLC as Borrower and Hercules Capital, Inc. as Lender and Agent | Filed as Exhibit 10.2 to Form 8-K filed on June 6, 2023 and incorporated herein by reference. | |
| 10.46 | First Amendment to Contingent Value Rights Agreement, dated March 27, 2024, by and among the Company, Equiniti Trust Company, as Rights Agent, and Richard A. Primuth in his capacity as the initial CVR Holders’ Representative. | Filed herewith. | |
| 21 | Subsidiaries of the Registrant | Filed herewith. | |
| 23.1 | Consent of Independent Registered Public Accounting Firm | Filed herewith. | |
| 23.2 | Consent of Independent Registered Public Accounting Firm | Filed herewith. | |
| 24 | Power of Attorney | Included on the signature page. | |
| 31.1 | Certification of Chief Executive Officer | Filed herewith. | |
| 31.2 | Certification of Chief Financial Officer | Filed herewith. |
| 32 | Certification under USC § 1350 | Filed herewith. |
| 97 | Pineapple Energy Inc. Compensation Recovery Policy | Filed herewith. |
| 101 .INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101 .SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101 .DEF | Inline XBRL Taxonomy Definition Linkbase Document | |
| 101 LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101 .PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601. Pineapple agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
*Indicates management contract or compensatory plan or arrangement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.