SUNation Energy, Inc.
For the period ended Dec 31, 2024. Filed Apr 15, 2025.
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FY2024 · Filed Apr 15, 2025
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 SUNation Energy, Inc. and subsidiaries appear at pages 45 to 88 herein:
Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2024 and 2023
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024 and 2023
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023
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 | |
| 1.1 | Form of Placement Agency Agreement, dated February 27, 2025, between the Company and Roth Capital Partners, LLC | Filed as Exhibit 1.1 to Form 8-K filed on February 27, 2025 and incorporated herein by reference. | |
| 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 | Certificate of Incorporation of SUNation Energy, Inc. | Filed as Exhibit 3.1 to the Form 8-K filed on November 19, 2024 and incorporated herein by reference. | |
| 3.2 | Bylaws SUNation Energy, Inc. | Filed as Exhibit 3.2 to the Form 8-K filed on November 19, 2024 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 | Filed as Exhibit 3.2 to Form 8-K filed on March 25, 2022 and incorporated herein by reference. | |
| 3.4 | Certificate of Designation of Series B Preferred Stock, dated May 14, 2024 | Filed as Exhibit 3.1 to Form 8-K filed on May 17, 2024 and incorporated herein by reference. | |
| 3.5 | Statement of Cancellation of the Certificate of Designation of Series B Preferred Stock, effective as of August 14, 2024 | Filed as Exhibit 3.7 to Form 10-Q filed on August 19, 2024 and incorporated herein by reference. | |
| 3.6 | Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock | Filed as Exhibit 3.1 to Form 8-K filed on September 9, 2024 and incorporated herein by reference. |
| 3.7 | Certificate of Correction to Certificate of Designation | Filed as Exhibit 3.1 to Form 8-K filed on September 26, 2024 and incorporated herein by reference. |
| 3.8 | Certificate of Designation of Series D Preferred Stock | Filed as Exhibit 3.1 to Form 8-K filed on February 27, 2025 and incorporated herein by reference. |
| 3.9 | Amended Certificate of Incorporation of SUNation Energy, Inc. | Filed as Exhibit 3.1 to Form 8-K filed on April 3, 2025 and incorporated herein by reference. |
| 4.1 | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | Filed herewith. |
| 4.2 | 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. |
| 4.3 | 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. |
| 4.4 | Form of Series A Warrant | Filed as Exhibit 4.1 to Form 8-K filed on February 27, 2025 and incorporated herein by reference. |
| 4.5 | Form of Series B Warrant | Filed as Exhibit 4.2 to Form 8-K filed on February 27, 2025 and incorporated herein by reference. | |
| 4.6 | Form of Pre-Funded Warrant | Filed as Exhibit 4.3 to Form 8-K filed on February 27, 2025 and incorporated herein by reference. | |
| 10.1 | * | 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. |
| 10.2 | 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. | |
| 10.3 | 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. | |
| 10.4 | # | 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. |
| 10.5 | # | 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. |
| 10.6 | * | 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. |
| 10.7 | * | 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. |
| 10.8 | * | 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. |
| 10.9 | * | 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. |
| 10.10 | * | 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. |
| 10.11 | * | 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. |
| 10.12 | * | 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. |
| 10.13 | 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. | |
| 10.14 | * | 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. |
| 10.15 | * | 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. |
| 10.16 | * | 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. |
| 10.17 | * | 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. |
| 10.18 | 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. | |
| 10.19 | 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. |
| 10.20 | * | 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. |
| 10.21 | 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. | |
| 10.22 | 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. | |
| 10.23 | 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. | |
| 10.24 | 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 as Exhibit 10.46 to the Form 10-K filed on April 1, 2024 and incorporated herein by reference. | |
| 10.25 | Form of Securities Purchase Agreement between Pineapple Energy, Inc. and each purchaser identified therein | Filed as Exhibit 10.1 to Form 8-K filed on February 5, 2024 and incorporated herein by reference. | |
| 10.26 | Form of Waiver and Amendment | Filed as Exhibit 10.2 to Form 8-K filed on February 5, 2024 and incorporated herein by reference. |
| 10.27 | Subscription and Investment Representation Agreement, dated April 23, 2024, by and between Pineapple Energy Inc. and Lake Street Solar, LLC | Filed as Exhibit 10.1 to Form 8-K filed on May 17, 2024 and incorporated herein by reference. | |
| 10.28 | Form of Limited Waiver and Amendment | Filed as Exhibit 10.1 to Form 8-K filed on May 22, 2024 and incorporated herein by reference. | |
| 10.29 | * | Separation Agreement between Kyle Udseth and Pineapple Energy Inc. dated May 19, 2024 | Filed as Exhibit 10.2 to Form 8-K filed on May 23, 2024 and incorporated herein by reference. |
| 10.30 | * | Pineapple Energy Inc. 2022 Equity Incentive Plan, as amended through July 19, 2024 | Filed as Exhibit 10.1 to Form 8-K filed on July 25, 2024 and incorporated herein by reference. |
| 10.31 | Secured Credit Agreement, dated July 22, 2024, between Pineapple Energy Inc. and Conduit Capital U.S. Holdings LLC | Filed as Exhibit 10.1 to Form 8-K filed on July 26, 2024 and incorporated herein by reference. | |
| 10.32 | Secured Credit Note, dated July 22, 2024, between Pineapple Energy Inc. and Conduit Capital U.S. Holdings, LLC | Filed as Exhibit 10.2 to Form 8-K filed on July 26, 2024 and incorporated herein by reference. | |
| 10.33 | Security Agreement, dated July 22, 2024, between Pineapple Energy Inc. and Conduit Capital U.S. Holdings, LLC | Filed as Exhibit 10.3 to Form 8-K filed on July 26, 2024 and incorporated herein by reference. |
| 10.34 | Secured Credit Agreement, dated July 22, 2024, between Pineapple Energy Inc. and MBB Energy, LLC | Filed as Exhibit 10.4 to Form 8-K filed on July 26, 2024 and incorporated herein by reference. |
| 10.35 | Secured Credit Note, dated July 22, 2024, between Pineapple Energy Inc. and MBB Energy, LLC. Security | Filed as Exhibit 10.5 to Form 8-K filed on July 26, 2024 and incorporated herein by reference. |
| 10.36 | Security Agreement, dated July 22, 2024, between Pineapple Energy Inc. and MBB Energy, LLC | Filed as Exhibit 10.6 to Form 8-K filed on July 26, 2024 and incorporated herein by reference. |
| 10.37 | First Amendment to Revenue Loan and Security Agreement, dated July 22, 2024, by and among Pineapple Energy Inc., the Guarantors party thereto, and Decathlon Specialty Finance LLC | Filed as Exhibit 10.7 to Form 8-K filed on July 26, 2024 and incorporated herein by reference. |
| 10.38 | Amendment and Joinder to Subordination Agreement, dated July 22, 2024 among Pineapple Energy Inc., Decathlon Growth Credit, LLC, Hercules Capital, Inc., and MBB Energy, LLC and Conduit Capital U.S. Holdings, LLC | Filed as Exhibit 10.8 to Form 8-K filed on July 26, 2024 and incorporated herein by reference. |
| 10.39 | Consent and Amendment No. 3 to Loan and Security Agreement, dated July 22, 2024 by and among Pineapple Energy LLC, Pineapple Energy Inc. and each other person that has delivered a Joinder Agreement | Filed as Exhibit 10.9 to Form 8-K filed on July 26, 2024 and incorporated herein by reference. |
| 10.40 | Offer Letter dated August 28, 2024, between Pineapple Energy Inc. and Andrew Childs | Filed as Exhibit 10.1 to Form 8-K filed on September 4, 2024 and incorporated herein by reference. |
| 10.41 | Amended and Restated Convertible Secured Credit Note, dated September 9, 2024, between Pineapple Energy Inc. and Conduit Capital U.S. Holdings, LLC | Filed as Exhibit 10.2 to Form 8-K filed on September 9, 2024 and incorporated herein by reference. |
| 10.42 | Form of Securities Exchange Agreement between Pineapple Energy, Inc. and the holder signatory hereto | Filed as Exhibit 10.3 to Form 8-K filed on September 9, 2024 and incorporated herein by reference. |
| 10.43 | Second Amended and Restated Convertible Secured Credit Note, dated September 23, 2024, between Pineapple Energy Inc. and Conduit Capital U.S. Holdings, LLC | Filed as Exhibit 10.2 to Form 8-K filed on September 26, 2024 and incorporated herein by reference. |
| 10.44 | At The Market Offering Agreement dated as of October 21, 2024, between Pineapple Energy Inc. and Roth Capital Partners, LLC | Filed as Exhibit 10.1 to Form 8-K filed on October 21, 2024 and incorporated herein by reference. |
| 10.45 | Second Amendment to Revenue Loan and Security Agreement, dated September 12, 2024, by and among Pineapple Energy Inc., the Guarantors party thereto, and Decathlon Specialty Finance LLC | Filed as Exhibit 10.15 to Form 10-Q filed on November 14, 2024 and incorporated herein by reference. |
| 10.46 | Consent and Amendment No. 4 to Loan and Security Agreement, dated September 20, 2024, by and among Pineapple Energy LLC, Pineapple Energy Inc. and each other person that has delivered a Joinder Agreement | Filed as Exhibit 10.16 to Form 10-Q filed on November 14, 2024 and incorporated herein by reference. |
| 10.47 | Amendment to Secured Credit Note, dated November 1, 2024, between Pineapple Energy Inc. and MBB Energy, LLC | Filed as Exhibit 10.19 to Form 10-Q filed on November 14, 2024 and incorporated herein by reference. |
| 10.48 | Amendment to Second Amended and Restated Convertible Secured Credit Note; and to the Credit Agreement, dated November 1, 2024, between Pineapple Energy Inc. and Conduit Capital U.S. Holdings LLC | Filed as Exhibit 10.20 to Form 10-Q filed on November 14, 2024 and incorporated herein by reference. | |
| 10.49 | * | Employment Agreement, dated December 9, 2024, between SUNation Energy Inc. and Scott Maskin | Filed as Exhibit 10.1 to Form 8-K filed on December 13, 2024 and incorporated herein by reference. |
| 10.50 | * | Employment Agreement, dated December 9, 2024, between SUNation Energy, Inc. and Jim Brennan | Filed as Exhibit 10.2 to Form 8-K filed on December 13, 2024 and incorporated herein by reference. |
| 10.51 | Second Amendment to 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, dated December 30, 2024 | Filed as Exhibit 10.1 to Form 8-K filed on January 7, 2025 and incorporated herein by reference. | |
| 10.52 | Form of Securities Purchase Agreement, dated February 27, 2025, between the Company and purchasers identified therein | Filed as Exhibit 10.1 to Form 8-K filed on February 27, 2025 and incorporated herein by reference. | |
| 10.53 | Amended and Restated Long-Term Senior Secured Promissory Note, dated April 10, 2025, between SUNation Energy, Inc. and both Scott Maskin and James Brennan | Filed herewith. |
| 10.54 | Pledge and Security Agreement, dated April 10, 2025, by and between SUNation Energy, Inc. and Scott Maskin and James Brennan | Filed herewith. |
| 10.55 | Senior Secured Contingent Note, dated April 10, 2025, between SUNation Energy, Inc. and both Scott Maskin and James Brennan | Filed herewith. |
| 10.56 | Subordination and Intercreditor Agreement among SUNation Energy, Inc., Scott Maskin and James Brennan | Filed herewith. |
| 21 | Subsidiaries of the Registrant | Filed herewith. |
| 23.1 | 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 as Exhibit 97 to Form 10-K filed on April 1, 2024 and incorporated herein by reference. |
| 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. SUNation Energy 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.