Pineapple Energy Inc

We are asking our shareholders to approve an amendment to our Articles of Incorporation to increase the number of authorized shares of our common stock from 112,500,000 to 2,000,000,000 (or, if the June 2024 Reverse Stock Split is implemented as discussed below, from 7,500,000 to 133,333,333), subject to a proportional downward adjustment for any further reverse stock split that is approved and implemented. Our Board of Directors believes that the authorized share increase is necessary to maintain flexibility to issue shares of common stock for future corporate needs.

With respect to the Authorized Share Amendment Proposal, the outstanding share of the Series B preferred stock is entitled to 5,000,000,000 votes on such proposal, which is referred to as supermajority voting; however, the votes by the holder of the Series B Preferred Stock will be counted in the same “mirrored” proportion as the aggregate votes cast by the holders of our common stock who vote on this proposal. For example, if 50.5% of the shares of common stock voted in person or by proxy at the Annual Meeting are voted FOR this Proposal 6, then we will count 50.5% of the votes cast (or 2,525,000,000 votes) by the holder of the Series B Preferred Stock as votes FOR this Proposal 6. Holders of common stock and preferred stock will vote on the Authorized Share Amendment Proposal as a single class.

If approved, the additional authorized shares of our common stock would have rights identical to our current issued and outstanding shares of common stock. Issuance of the additional shares of common stock would not affect the rights of the holders of our issued and outstanding shares of common stock, except for effects incidental to any increase in the number of shares of common stock issued and outstanding, such as dilution of earnings per share and voting rights. Under our Articles of Incorporation, holders of our common stock do not have preemptive rights.