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United
States
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 17, 2024
Pineapple Energy Inc.
|
(Exact name of registrant as specified in its charter) |
|
|
Minnesota |
|
001-31588 |
|
41-0957999 |
|
(State or other jurisdiction of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer Identification No.) |
|
10900
Red Circle Drive
Minnetonka,
MN
|
|
55343 |
|
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s telephone number,
including area code: (952) 996-1674
N/A
(Former name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
|
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act
Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
Common
Stock, par value, $.05 per share |
PEGY |
The
Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry Into a Material Definitive Agreement.
On May 17, 2024, Pineapple Energy Inc. (the "Company") the Company entered into a Limited Waiver and Amendment (the "Waiver"), dated May 17, 2024, with certain holders (the "Holders") of the Company's Series A Convertible Preferred Stock (the "Preferred Stock") issued to the Holders pursuant to that certain Amended and Restated Securities Purchase Agreement, dated September 15, 2021 (the "Purchase Agreement").
Due to the limited number of shares of the Company's common stock ("Common Stock") available for conversion of the Series A Convertible Preferred Stock and the desire to use shares reserved for warrant exercises to convert the Series A Convertible Preferred stock into additional shares of Common Stock, by signing the Waiver, the Holders agree to waive the Company's requirement to reserve a ratable portion of the Company's authorized but unissued shares of Common Stock for issuance upon exercise of the Holder's Series A Common Stock Purchase Warrants, dated March 22, 2022; provided, that such shares of Common Stock are reserved for issuance upon conversion of the Holder's Preferred Stock. Except as expressly set forth in the Waiver, the other terms and conditions of the Purchase Agreement will continue in full force and effect.
The foregoing descriptions of the Waiver is not complete and is qualified by reference to the full texts of the form of Waiver, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
3.03 Material Modifications to Rights of Security Holders.
To the extent responsive to the requirements of Item 3.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
EXHIBIT INDEX
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
PINEAPPLE
ENERGY INC. |
|
|
|
|
Date:
May 22, 2024 |
By: |
/s/
Eric Ingvaldson |
|
|
|
|
Eric
Ingvaldson |
|
|
Chief Financial Officer |
|
|
|
May 17, 2024
Holder of Warrant to Purchase Common Stock
Re: Limited Waiver and Amendment
Dear Holder:
Reference is made to the Certificate of Designation
of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of Pineapple Energy Inc. (the “Company”) that
was filed with the State of Minnesota on March 25, 2022 (the “Certificate of Designation”) and the Series A Convertible Preferred
Stock (the “Preferred Stock”) issued to the undersigned holder (the “Holder”) pursuant to the Certificate of Designation.
Reference is also made to those certain Series A Common Stock Purchase Warrants dated March 22, 2022 (“Warrants”) issued to
the Holder pursuant to that certain Amended and Restated Securities Purchase Agreement, dated as of September 15, 2021 (the “Purchase
Agreement”). Capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement,
Certificate of Designation and Warrants.
Due to the limited number of shares available
for conversion of the Series A Convertible Preferred Stock and the desire to use shares reserved for warrant exercises to convert the
Series A Convertible Preferred stock into additional common shares, the Holder hereby agrees to waive the Company’s requirement
to reserve a ratable portion of the Company’s authorized but unissued shares of its Common stock for issuance upon exercise of the
Holder’s Warrants; provided, that such shares of Common Stock are reserved for issuance upon conversion of the Holder’s Preferred
Stock.
The Holder hereby covenants and agrees that in the event of sale,
transfer or other disposition of any shares of Preferred Stock, the Holder shall notify the purchaser, transferee or assignee of such
Preferred Stock as to the existence of this letter agreement and the terms thereof, and such purchaser, transferee or assignee shall be
bound by the waivers of the Holder set forth in this letter agreement.
Except as expressly set forth above, all of the
other terms and conditions of the Transaction Documents shall continue in full force and effect after the execution of this letter agreement
and shall not be in any way changed, modified or superseded by the terms set forth herein, including, but not limited to, any other obligations
the Company may have to the undersigned under the Transaction Documents.
The terms of this letter agreement shall be binding
upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns. This letter agreement is
intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor
may any provisions hereof be enforced by, any of other Person.
The Company acknowledges and agrees that the obligations
of the Holder under this letter agreement are several and not joint with the obligations of any other holder or holders of the Preferred
Stock and Warrants (each, an “Other Holder”) under any other agreement related to a waiver and amendment of the terms of the
Preferred Stock and Warrant (“Other Waiver and Amendment Agreements”), and the Holder shall not be responsible in any way
for the performance of the obligations of any Other Holder or under any such Other Waiver and Amendment Agreement. Nothing contained in
this letter agreement, and no action taken by the Holders pursuant hereto, shall be deemed to
10900 Red Circle Drive • Minnetonka, MN • 1-800-268-5130 • 952-996-1674 • www.pineappleenergy.com
constitute the Holder and the Other Holders as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Holder and the Other Holders are in any way acting in concert
or as a group with respect to such obligations or the transactions contemplated by this letter agreement and the Company acknowledges
that the Holder and the Other Holders are not acting in concert or as a group with respect to such obligations or the transactions contemplated
by this letter agreement or any Other Waiver and Amendment Agreement. The Company and the Holder confirm that the Holder has independently
participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Holder shall
be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this letter agreement,
and it shall not be necessary for any Other Holder to be joined as an additional party in any proceeding for such purpose.
The Company hereby represents and warrants and
covenants and agrees that none of the terms offered to any Other Holder with respect to any Other Waiver and Amendment Agreement (or any amendment, modification or waiver thereof) relating to the Preferred
Stock or Warrants, is or will be more favorable to such Other Holder than those of the Holder and this letter agreement unless such terms
are concurrently offered to the Holder
Prior to 9:30 am ET on May 22, 2024, the Company
shall issue a Current Report on Form 8-K, disclosing the material terms of the transactions contemplated hereby, which shall include this
form of Agreement (the “8-K Filing”). From and after the issuance of the 8-K Filing, the Company represents to the
Holder that it shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or
any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. In addition, effective upon
the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement,
whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents,
on the one hand, and the Holder or any of its affiliates, on the other hand, shall terminate.
[PEGY Signature Page to Limited Waiver
and Amendment]
PINEAPPLE ENERGY INC.
By:
Name: Eric Ingvaldson
Title: Chief Financial Officer
Acknowledged and agreed:
HOLDER:
By:__________________________
Name:
Title:
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