SUNation Energy, Inc.

For the period ended Dec 31, 2025. Filed Mar 23, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 23, 2026

SUNE$2.03-1.0%Stored close · as of Nov 9, 2026

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Contents

Item 8. CONSOLIDATED BALANCE SHEETS

SUNATION ENERGY, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
	December 31	December 31
	2025	2024
CURRENT ASSETS:
Cash and cash equivalents	$7,182,344	$839,268
Restricted cash and cash equivalents	—	312,080
Trade accounts receivable, less allowance for
credit losses of $308,629 and $240,817, respectively	4,239,483	4,881,094
Inventories	2,534,984	2,707,643
Prepaid income taxes	9,336	—
Related party receivables	21,412	23,471
Prepaid expenses	1,273,762	1,587,464
Costs and estimated earnings in excess of billings	658,177	560,648
Other current assets	554,481	198,717
TOTAL CURRENT ASSETS	16,473,979	11,110,385
PROPERTY, PLANT AND EQUIPMENT, net	1,015,528	1,238,898
OTHER ASSETS:
Goodwill	17,443,869	17,443,869
Right of use assets	3,315,411	3,686,747
Intangible assets, net	9,983,333	12,220,833
Other assets	12,000	12,000
TOTAL OTHER ASSETS	30,754,613	33,363,449
TOTAL ASSETS	$48,244,120	$45,712,732
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$7,395,318	$8,032,769
Accrued compensation and benefits	1,653,994	796,815
Operating lease liabilities	292,240	321,860
Accrued warranty	225,318	350,013
Other current liabilities	973,302	1,055,995
Accrued loss contingencies	—	1,300,000
Income taxes payable	—	5,071
Refundable customer deposits	1,073,284	1,870,173
Billings in excess of costs and estimated earnings	1,663,867	444,310
Contingent value rights	—	312,080
Earnout consideration	—	2,500,000
Current portion of loans payable	366,824	3,139,113
Current portion of loans payable - related party	1,763,424	6,951,563
Embedded derivative liability	—	82,281
TOTAL CURRENT LIABILITIES	15,407,571	27,162,043
LONG TERM LIABILITIES:
Loans payable and related interest	1,011,508	6,531,650
Loans payable and related interest - related party	3,457,864	—
Operating lease liabilities	3,158,478	3,471,623
Accrued compensation and benefits	863,693	—
TOTAL LONG-TERM LIABILITIES	8,491,543	10,003,273
COMMITMENTS AND CONTINGENCIES (Note 8)
STOCKHOLDERS' EQUITY
Series A Convertible preferred stock, par value $1.00 per share; 3,000,000 shares authorized; no shares issued and outstanding, respectively	—	—

(1) Prior period results have been adjusted to reflect the reverse stock split of the common stock at a ratio of 1-for-200 that became effective April 21, 2025. See Note 1, "Nature of Operations," for further details.
Series B preferred stock, par value $1.00 per share; 3,000,000 shares authorized; no shares issued and outstanding, respectively	—	—
Series C preferred stock, par value $1.00 per share; 35,000 shares authorized; no shares issued and outstanding, respectively	—	—
Series D preferred stock, par value $1.00 per share; 3,000,000 shares authorized; 1 and no shares issued and outstanding, respectively	—	—
Common stock, par value $0.05 per share; 1,000,000,000 shares authorized;	—	—
3,406,616 and 9,343 shares issued and outstanding, respectively(1)	170,331	467
Additional paid-in capital(1)	77,966,554	51,445,995
Accumulated deficit	(53,791,879)	(42,899,046)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	24,345,006	8,547,416
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$48,244,120	$45,712,732
The accompanying notes are an integral part of the consolidated financial statements.

‎

SUNATION ENERGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
	Year Ended December 31
	2025	2024
Sales	$71,905,527	$56,861,753
Cost of sales	44,361,314	36,435,509
Gross profit	27,544,213	20,426,244
Operating expenses:
Selling, general and administrative expenses	26,979,750	27,054,166
Amortization expense	2,237,500	2,837,500
Fair value remeasurement of SUNation NY earnout consideration	—	(1,000,000)
Goodwill impairment loss	—	3,101,981
Intangible asset impairment loss	—	750,000
Total operating expenses	29,217,250	32,743,647
Operating loss from continuing operations	(1,673,037)	(12,317,403)
Other (expense) income:
Investment and other income	106,625	144,529
Loss on sale of assets	—	(822)
Fair value remeasurement of warrant liability	(7,531,044)	(974,823)
Fair value remeasurement of embedded derivative liability	—	(65,617)
Fair value remeasurement of contingent forward contract	899,080	—
Fair value remeasurement of contingent value rights	36,079	522,257
Financing fees	(1,294,090)	—
Interest expense	(1,041,835)	(3,087,450)
Loss on debt extinguishment	(343,471)	(35,657)
Other expense, net	(9,168,656)	(3,497,583)
Net loss before income taxes	(10,841,693)	(15,814,986)
Income tax expense	51,140	34,819
Net loss	(10,892,833)	(15,849,805)
Less: Deemed dividend on extinguishment of Convertible Preferred Stock	—	(4,215,551)
Less: Deemed dividend on modification of PIPE Warrants	—	(11,447,251)
Less: Deemed contribution on exchange of equity instruments	—	4,075,681
Net loss attributable to common shareholders	$(10,892,833)	$(27,436,926)
Basic net loss per share(1)	$(4.38)	$(10,110.93)
Diluted net loss per share(1)	$(4.38)	$(10,110.93)
Weighted Average Basic Shares Outstanding(1)	2,489,224	2,714
Weighted Average Dilutive Shares Outstanding(1)	2,489,224	2,714
(1) Prior period results have been adjusted to reflect the reverse stock split of the common stock at a ratio of 1-for-200 that became effective April 21, 2025. See Note 1, "Nature of Operations," for further details.
The accompanying notes are an integral part of the consolidated financial statements.

‎

SUNATION ENERGY, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Redeemable Convertible · Series A Convertible · Series B · Series C · Series D · Additional
Preferred Stock · Preferred Stock · Preferred Stock · Preferred Stock · Preferred Stock · Common Stock · Paid-in · Accumulated
Shares · Amount · Shares · Amount · Shares · Amount · Shares · Amount · Shares · Amount · Shares(1) · Amount(1) · Capital(1) · Deficit · Total
BALANCE AT DECEMBER 31, 2023	—	$—	28,000	$28,000	—	$—	—	$—	—	$—	68	$	3	$47,490,197	$(27,081,411)	$20,436,789
Net loss	—	—	—	—	—	—	—	—	—	—	—		—	—	(15,849,805)	(15,849,805)
Issuance of common stock under Employee Stock Purchase Plan	—	—	—	—	—	—	—	—	—	—	1		—	9,772	—	9,772
Issuance of common stock under Equity Incentive Plan	—	—	—	—	—	—	—	—	—	—	2		—	—	—	—
Issuance of common stock under registered direct offering, net of issuance costs	—	—	—	—	—	—	—	—	—	—	18		1	918,987	—	918,988
Issuance of Series B Preferred Stock	—	—	—	—	1	1	—	—	—	—	—		—	14	—	15
Cancellation of Series B Preferred Stock	—	—	—	—	(1)	(1)	—	—	—	—	—		—	—	—	(1)
Issuance of common stock under PIPE Warrant exercise	—	—	—	—	—	—	—	—	—	—	83		4	324,786	—	324,790
Reclassification of Series A Preferred Stock to temporary equity	28,000	30,968,875	(28,000)	(28,000)	—	—	—	—	—	—	—		—	(30,940,875)	—	(30,968,875)

Deemed dividend on extinguishment of Convertible Preferred Stock	—	751,125	—	—	—	—	—	—	—	—	—			—	(751,125)	—	(751,125)
Reclassification of PIPE Warrants to liabilities	—	—	—	—	—	—	—	—	—	—	—			—	(10,592,220)	—	(10,592,220)
Conversion of Redeemable Convertible Preferred Stock to Common Stock	(13,485)	(15,277,055)	—	—	—	—	—	—	—	—	632			32	15,277,023	—	15,277,055
Conversion of Series A Convertible Preferred Stock to Common Stock	—	—	(1,490)	(1,490)	—	—	—	—	—	—	71			4	1,486	—	—
Reclassification of temporary equity to Series A Preferred Stock	(14,515)	(16,442,945)	14,515	14,515	—	—	—	—	—	—	—	—	—	—	16,428,430	—	16,442,945
Reclassification of PIPE Warrants to equity	—	—	—	—	—	—	—	—	—	—	—	—	—	—	11,242,257	—	11,242,257
Exchange of Series A Preferred Stock and PIPE Warrants to Series C Preferred Stock	—	—	(13,025)	(13,025)	—	—	28,041	28,041	—	—	—			—	(15,016)	—	—
Issuance costs on exchange of Series A Preferred Stock and PIPE Warrants to Series C Preferred Stock	—	—	—	—	—	—	—	—	—	—	—			—	(156,524)	—	(156,524)
Conversion of Series C Preferred Stock to Common Stock	—	—	—	—	—	—	(28,041)	(28,041)	—	—	6,229			311	27,730	—	—

Issuance of Common Stock on At-the-Market sales, net of issuance costs	—	—	—	—	—	—	—	—	—	—	2,241	112	2,193,361	—	2,193,473
Cash in lieu payment on fractional shares under reverse stock split	—	—	—	—	—	—	—	—	—	—	—	—	(3,022)	—	(3,022)
Share based compensation	—	—	—	—	—	—	—	—	—	—	—	—	29,002	—	29,002
Other share retirements	—	—	—	—	—	—	—	—	—	—	(2)	—	(38,268)	32,170	(6,098)
BALANCE AT DECEMBER 31, 2024	—	$—	—	$—	—	$—	—	$—	—	$—	9,343	$467	$51,445,995	$(42,899,046)	8,547,416
Net loss	—	—	—	—	—	—	—	—	—	—	—	—	—	(10,892,833)	(10,892,833)
Issuance of common stock under Equity Incentive Plan	—	—	—	—	—	—	—	—	—	—	6	—	—	—	—
Issuance of common stock under registered direct offering, net of issuance costs	—	—	—	—	—	—	—	—	—	—	31,564	1,578	8,697,706	—	8,699,284
Issuance of common stock under pre-funded warrant exercises	—	—	—	—	—	—	—	—	—	—	55,392	2,770	8,308	—	11,078
Issuance of common stock under Series B warrant exercises	—	—	—	—	—	—	—	—	—	—	3,260,870	163,044	16,499,663	—	16,662,707
Issuance of Series D Preferred Stock	—	—	—	—	—	—	—	—	1	1	—	—	(1)	—	—
Cancellation of Series D Preferred Stock	—	—	—	—	—	—	—	—	(1)	(1)	—	—	1	—	—

(1) Prior period results have been adjusted to reflect the reverse stock split of the common stock at a ratio of 1-for-200 that became effective April 21, 2025. See Note 1, "Nature of Operations," for further details.
Issuance of common stock on At-the-Market sales, net of issuance costs	—	—	—	—	—	—	—	—	—	—	762	37	351,335	—	351,372
Issuance of common stock on settlement of loss contingencies	—	—	—	—	—	—	—	—	—	—	6,065	304	880,452	—	880,756
Effect of reverse stock splits	—	—	—	—	—	—	—	—	—	—	42,614	2,131	(2,131)	—	—
Share based compensation	—	—	—	—	—	—	—	—	—	—	—	—	85,226	—	85,226
BALANCE AT DECEMBER 31, 2025	—	$—	—	$—	—	$—	—	$—	—	$—	3,406,616	$170,331	$77,966,554	$(53,791,879)	$24,345,006
The accompanying notes are an integral part of the consolidated financial statements.

‎

SUNATION ENERGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
	Year Ended December 31
	2025	2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$(10,892,833)	$(15,849,805)
Adjustments to reconcile net loss to
net cash provided by (used in) operating activities:
Depreciation and amortization	2,503,115	3,153,832
Share based compensation	85,226	29,002
Deferred taxes	—	(41,579)
Goodwill impairment loss	—	3,101,981
Intangible asset impairment loss	—	750,000
Credit loss provision	67,812	146,732
Provision to write down inventories to net realizable value	135,838	99,449
Amortization of right of use asset	333,792	413,681
Fair value remeasurement of earnout consideration	—	(1,000,000)
Fair value remeasurement of warrant liability	7,531,044	974,823
Fair value remeasurement of embedded derivative liability	—	65,617
Fair value remeasurement of contingent forward contract	(899,080)	—
Fair value remeasurement of contingent value rights	(36,079)	(522,257)
Loss on extinguishment of debt	343,471	35,657
Gain on sale of assets	—	822
Loss on lease termination	11,313	215,415
Interest and accretion expense	242,432	3,087,449
Changes in assets and liabilities:
Trade and related party accounts receivables	575,858	5,969
Inventories, net	36,821	754,069
Prepaid income taxes	(14,407)	(302)
Other assets	(146,115)	(635,892)
Accounts payable	499,079	355,508
Accrued compensation and benefits	1,720,872	(563,333)
Customer deposits	(796,889)	(242,190)
Other accrued liabilities	289,264	1,016,428
Accrued interest	(635,556)	(1,653,762)
Net cash provided by (used in) operating activities	954,978	(6,302,686)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(48,594)	(32,785)
Proceeds from the sale of fixed assets	—	6,118
Net cash used in investing activities	(48,594)	(26,667)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans payable	64,744	1,604,000
Payments against loans payable	(8,704,184)	(1,595,364)
Payments against related party loans payable	(1,377,280)	—
Payments related to debt issuance costs	(38,613)	(24,150)
Payments related to equity issuance costs	(2,128,038)	(501,414)
Proceeds from the issuance of common stock and pre-funded warrants under registered direct offering	9,690,790	1,000,000
Proceeds from the issuance of common stock on the exercise of pre-funded warrants	11,078	—
Proceeds from the issuance of Series A and Series B warrants	10,298,134	—
Proceeds from the issuance of common stock under at-the-market offering	351,372	2,457,352
Proceeds from the issuance of Series B preferred stock	—	15
Payments for the termination of Series A warrants	(267,391)	—
Payments for contingent value rights distributions	(276,000)	(856,736)
Proceeds from issuance of common stock, net of shares withheld	—	9,775
Cash in lieu payment on fractional shares under reverse stock split	—	(3,022)
Payment of contingent consideration related to acquisition	(2,500,000)	—
Purchase of common stock	—	(6,098)
Net cash provided by financing activities	5,124,612	2,084,358

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	6,030,996	(4,244,995)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR	1,151,348	5,396,343
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR	$7,182,344	$1,151,348
Income taxes paid	$65,547	$76,700
Interest paid	1,391,453	1,604,100
SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES:
Loss on extinguishment of debt	—	(35,657)
Issuance of common stock for the settlement of loss contingencies	880,756	—
Deemed dividend on Convertible Preferred Stock and PIPE Warrants	—	11,587,121
Conversion of redeemable convertible preferred stock to common stock	—	15,277,055
The accompanying notes are an integral part of the consolidated financial statements.

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