SUNation Energy Inc
For the period ended Apr 3, 2025. Filed Mar 10, 2025.
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Apr 3, 2025 · Filed Mar 10, 2025
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DEF 14A 1 ny20044307x2_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| ☑ | Filed by the Registrant | ☐ | Filed by a Party other than the Registrant |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☑ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Under §240.14a-12 |
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SUNATION ENERGY, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 3, 2025
To the Stockholders of SUNation Energy, Inc.:
You are cordially invited to attend a Special Meeting of Stockholders of SUNation Energy, Inc. (“we,” “us” or the “Company”) beginning at 10:00 a.m. Eastern Time on April 3, 2025, for the following purpose:
| 1. | to approve an amendment to our certificate of incorporation to increase the number of authorized shares of our common stock, par value $0.05 per share (the “Common Stock”) from 25,000,000 to 1,000,000,000 (the “Authorized Share Increase Proposal” or Proposal 1); |
| 2. | to grant discretionary authority to our board of directors to (i) amend our certificate of incorporation to combine outstanding shares of our Common Stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-five (1-for-5) to a maximum of a one-for-two hundred (1-for-200), with the exact ratio to be determined by our board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders (the “Reverse Stock Split Proposal” or Proposal 2); |
| 3. | to authorize, for purposes of complying with Nasdaq listing rule 5635(d), the issuance of Warrants, shares of Common Stock underlying the Warrants and certain provisions of the Warrants, issued in connection with an offering and sale of securities of the Company that was consummated on February 27, 2025 (the “Issuance Proposal” or Proposal 3); |
| 4. | To approve one or more adjournments of the Special Meeting to a later date or dates to solicit additional proxies if there are insufficient votes at the Special Meeting to approve any of the proposals at the time of the Special Meeting (the “Adjournment Proposal” or Proposal 4); and |
| 5. | to consider and transact such other business as may be properly brought before the Special Meeting and any adjournments thereof. |
The Special Meeting will be a virtual meeting of shareholders.
You may attend the online meeting and vote your shares electronically during the Special Meeting via the internet by visiting www.virtualshareholdermeeting.com/SUNE2025SM. You will need the 16-digit control number pin that is printed on your notice of internet availability of proxy materials (“Notice of Internet Availability of Proxy Materials”) or the box marked by the arrow on your proxy card or on the voting instructions that accompanied your proxy materials. We recommend that you log in at least fifteen minutes before the start of the Special Meeting to ensure that you are logged in when the Special Meeting starts.
The Board has fixed February 27, 2025 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Special Meeting and any adjournment or postponement thereof. Only holders of record of shares of our Common Stock, as well as any holder of our Series D Convertible Preferred Stock, at the close of business on the record date are entitled to notice of, and to vote at, the Special Meeting. At the close of business on the record date, 4,393,587 shares of Common Stock and one share of Series D Convertible Preferred Stock (the latter of which is eligible to vote on an as converted basis as a single class with the Common Stock) were outstanding and eligible to vote.
By Order of the Board of Directors of SUNation Energy, Inc.
Roger H.D. Lacey, Chairman
March 10, 2025
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS:
Copies of this Notice and the Proxy Statement are available at www.proxyvote.com
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may relate to our future financial performance, business operations, and executive compensation decisions, or other future events. You can identify forward-looking statements by the use of words such as “anticipate,” “believe,” “could,” “expect,” “intend,” “may,” “will,” or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to such statements. We have based these forward-looking statements on our current expectations and projections about future events that we believe may affect our business, results of operations and financial condition.
The outcomes of the events described in these forward-looking statements are subject to risks, uncertainties and other factors as described in the reports we file with the Securities and Exchange Commission (the “SEC”). We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those expressed or implied in the forward-looking statements. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made except as may be required under applicable securities law.
SUNATION ENERGY, INC.
PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 3, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.