SUNation Energy Inc

FOR SPECIAL MEETING OF STOCKHOLDERS

APRIL 3, 2025

This proxy statement contains information related to a Special Meeting of Stockholders of SUNation Energy, Inc. which will be held beginning at 10:00 a.m. Eastern Time on Thursday, April 3, 2025, to be held virtually by visiting www.virtualshareholdermeeting.com/SUNE2025SM and any postponements or adjournments of the meeting. We anticipate the first mailing of these proxy materials to stockholders on or about March 13, 2025. In this proxy statement, “Company,” “SUNE,” “we,” “us,” and “our” each refer to SUNation Energy, Inc. and its subsidiaries.

ABOUT THE PROXY MATERIALS

We are furnishing proxy materials to our stockholders of record on February 27, 2025, in connection with the solicitation of proxies by our Board of Directors of the Company (the “Board”) to be voted at the Special Meeting of stockholders to be held virtually by visiting www.virtualshareholdermeeting.com/SUNE2025SM beginning at 10:00 a.m. Eastern Time on Thursday, April 3, 2025, or at any adjournment or postponements thereof. This proxy is being solicited by the Board, and the cost of solicitation of the proxies will be paid by SUNation. Our officers, directors and regular employees, without additional compensation, also may solicit proxies by further mailing, by telephone or personal conversations.

QUESTIONS AND ANSWERS ABOUT THE MEETING

How can I attend the virtual Special Meeting?

The Special Meeting will be online and a completely virtual meeting of shareholders. This decision was made based on our desire to facilitate participation of shareholders in the Special Meeting wherever they may be located.

All shareholders are cordially invited to attend the Special Meeting. Whether or not you plan to attend the Special Meeting, please vote your shares by internet, telephone or signing and returning the enclosed proxy or other voting instruction form.

To participate in the Special Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or the proxy card or the voting instructions that accompanied your proxy materials. Please have your 16-digit control number readily available and log on to the Special Meeting by visiting www.virtualshareholdermeeting.com/SUNE2025SM and entering your 16-digit control number. The Special Meeting will begin promptly at 10:00 a.m. Eastern Time on April 3, 2025.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong internet connection wherever they intend to participate in the Special Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Special Meeting. We recommend that you log in at least ten minutes before the Special Meeting.

What is the purpose of the meeting?

At our Special Meeting, shareholders will act upon the matters disclosed in the notice of Special Meeting of Shareholders that accompanies this proxy statement, as follows:

How does the Board recommend that I vote?

What happens if we fail to obtain the approval of the Authorized Share Increase Proposal, the Reverse Stock Split Proposal and the Issuance Proposal (collectively, the “Approvals”)?

If we do not obtain all of the Approvals at this meeting, we will call a meeting every sixty (60) days thereafter until such time that Approvals are obtained.

What are the voting rights of the shareholders?

Only holders of shares of Common Stock, as well as any holder of our outstanding Series D Convertible Preferred stock (which shall vote on an as converted basis as a single class with the Common Stock) on the record date are entitled to one vote per share on all matters properly brought before the Special Meeting; however, shareholders on the record date who participated in and purchased securities in the Company’s Offering that closed on February 27, 2025 (related to Issuance Proposal) may not vote their shares purchased in such Offering with respect to Proposal 3, but such holders may vote on all other proposals set forth in this Proxy Statement. Therefore, a total of 2,828,587 votes are entitled to be cast at the meeting with respect to the Issuance Proposal (Proposal 3), and a total of 4,793,587 votes are entitled to be cast at the meeting with respect to all other proposals (Proposals 1, 2 and 4), in each case inclusive of the Series D convertible preferred stock shares on the record date.

Who is entitled to vote at the meeting?

If you were a shareholder of record at the close of business on February 27, 2025 (the “record date”), you are entitled to vote at the Special Meeting or any adjournments thereof, including any holder of Series D Convertible Preferred Stock, who may vote on an as converted basis as a single class with the Common Stock. As of the record date, 2,428,587 shares of Common Stock and one share of Series D Convertible Preferred Stock (which preferred stock is convertible to common stock equal to 400,000 additional voting shares) are outstanding and eligible to vote on Proposal 3, and 4,393,587 shares of Common Stock and one share of Series D Convertible Preferred Stock (which preferred stock is convertible to common stock equal to 400,000 additional voting shares) were outstanding and eligible to vote on all other Proposals (1, 2 and 4).

As provided in the Company’s Certificate of Designation creating the Series D Convertible Preferred Stock, each share of Series D Convertible Preferred Stock will vote as a single class with the common stock on an as converted basis in accordance therewith.

What is the difference between a shareholder of record and a street name holder?

If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, you are the “shareholder of record.” If your shares are held in a stock brokerage account or by a bank or other nominee, you are the beneficial owner of those shares, and your shares are held in street name.

How many shares must be present to hold the meeting?

A quorum is the minimum number of shares required to be present or represented by proxy at the Special Meeting to hold a meeting of stockholders and conduct business under our bylaws and Delaware law. The presence, in person (which would include presence at a virtual meeting) or represented by proxy, of one third of the voting power of the stock issued, outstanding and entitled to vote at the Special Meeting will constitute a quorum at the Special Meeting. Abstentions and broker non-votes will be counted as shares present and entitled to vote for the purposes of determining a quorum for the Special Meeting.

An “Abstention” occurs when a stockholder sends in a proxy with explicit instructions to decline to vote regarding a particular matter. A broker non-vote occurs when a broker or other nominee who holds shares for another person does not vote on a particular proposal because that holder does not have the discretionary voting power for the proposal and has not received voting instructions from the beneficial owner of the shares; as a result, the broker or other nominee is unable to vote those uninstructed shares. Abstentions and broker non-votes, while included for quorum purposes, will not be counted as votes “cast” for or against any proposal.

What if I do not specify a voting choice for a proposal when returning a proxy?

Proxies or other voting instruction forms that are signed and returned without voting instructions will be voted in accordance with the recommendations of the Company’s Board of Directors. The Company’s Board of Directors recommends that shareholders vote FOR each proposal presented at the Special Meeting.

How are proxies solicited and what is the cost?

The Company will bear all expenses incurred in connection with the solicitation of proxies and printing, filing and mailing this proxy statement. The Company will be solely responsible for the costs of the solicitation.

Additionally, some of our directors, officers and regular employees may solicit proxies personally or by telephone, letter, facsimile or email. These directors, officers and employees will not be paid additional remuneration for their efforts but may be reimbursed for out-of-pocket expenses incurred in connection therewith. We have retained Morrow Sodali LLC to aid in the solicitation of proxies, at an estimated cost of $10,000. We will request brokers, custodians, nominees and other record holders to forward copies of the proxy statement and related soliciting materials to persons for whom they hold shares of our Common Stock and to request authority for the exercise of proxies. In such cases, upon the request of the record holders, we will reimburse theses holders for their reasonable out-of-pocket expenses.

How do I vote my shares?

If you are a shareholder of record, you may give a proxy to be voted at the meeting either:

If you hold shares beneficially in street name, you may also vote by proxy over the Internet by following the instructions in the Notice of Internet Availability of Proxy Materials or, if you received printed proxy materials, you may also vote by mail or telephone by following the instructions in the voting instruction card provided to you by your broker, bank, trustee or nominee.

The telephone and Internet voting procedures have been set up for your convenience. The procedures have been designed to authenticate your identity, to allow you to give voting instructions, and to confirm that those instructions have been recorded properly.

What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card?

It means you hold shares of our Common Stock or other eligible voting shares in more than one account. To ensure that all of your shares are voted, sign and return each proxy card or voting instruction card or, if you vote by telephone or via the Internet, vote once foreach proxy card, voting instruction card or Notice of Internet Availability of Proxy Materials you receive.

What vote is required for the proposal to be approved?

The following table summarizes the votes required for passage of each proposal and the effect of abstentions and uninstructed shares held by brokers.

How are votes counted?

Shareholders may vote FOR, AGAINST or ABSTAIN on Proposal 1.

Shareholders may vote FOR, AGAINST or ABSTAIN on Proposal 2.

Shareholders may vote FOR, AGAINST or ABSTAIN on Proposal 3.

Shareholders may vote FOR, AGAINST or ABSTAIN on Proposal 4.

If you vote ABSTAIN or WITHHOLD, your shares will be counted as present at the meeting for the purposes of determining a quorum. If you WITHHOLD authority to vote, or if you ABSTAIN from voting on any of the other proposals, it will have the effect noted in the table above.

If you hold your shares in street name and do not provide voting instructions to your broker or nominee, your shares will be considered to be uninstructed shares or “broker non-votes” and will not be voted on any proposal on which your broker or nominee does not have discretionary authority to vote under the rules of the New York Stock Exchange. Shares that constitute broker non-votes will be present at the meeting determining whether a quorum exists, and Proposals 1, 2 and 4, but not on Proposal 3.

What if I do not specify a choice for a matter when returning a proxy?

Unless you indicate otherwise, the persons named as proxies on the proxy card will vote your shares FOR each of the Authorized Share Increase Proposal, the Reverse Stock Split Proposal, the Issuance Proposal and the Adjournment Proposal.

Are there dissenters’ or appraisal rights?

Under Delaware General Corporation Law, our stockholders are not entitled to any dissenters rights with respect to the Reverse Stock Split, and we will not independently provide stockholders with any such right.

May I change my vote?

Yes. If you are a shareholder of record, you may change your vote and revoke your proxy at any time before it is voted at the meeting in any of the following ways:

If you are a street name holder, please consult your broker, bank, trustee or nominee for instructions on how to change your vote.

You can also change your proxy by voting at the meeting.

Why did I receive a full set of the proxy materials, instead of a notice regarding the Internet availability of proxy materials?

Although in the past we have mailed just a notice to our shareholders regarding the availability of proxy materials through the Internet, for this Special Meeting, we have elected to use the “full set delivery” option, and so are providing paper copies of proxy materials to all our shareholders, unless otherwise previously requested by the shareholder. Our proxy materials are also available via the Internet at www.proxyvote.com.