Current Report Filing (8-k)
October 04 2019 - 3:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): October 1, 2019
SUNWORKS,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-36868
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01-0592299
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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1030
Winding Creek Road, Suite 100
Roseville CA
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95678
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(916)
409-6900
Registrant’s
telephone number, including area code
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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Common
Stock, par value $0.001
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SUNW
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NASDAQ
Capital Market
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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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Effective
October 1, 2019, the board of directors (the “Board”) of Sunworks, Inc. (the “Company”) increased the
size of the Board from five directors to six directors and appointed Ms. Judith Hall to fill the resulting vacancy.
Prior
to joining the Company, Ms. Hall, age 62, served as chief legal officer and general counsel of Recurrent Energy, LLC, one of North
America’s largest utility-scale solar developers. Prior to Recurrent Energy, LLC, Ms. Hall served as associate general counsel
of Babock & Brown LP, a global investment and advisory firm. From 1997 to 2000, Ms. Hall served as an associate attorney with
Pillsbury Winthrop Shaw Pittman LLP. Ms. Hall received her undergraduate degree in mechanical engineering from University of California
Berkeley. She received her Juris Doctor from University of California Hastings and her Master of Laws from University of California
Berkeley.
The
Board has determined that Ms. Hall is an independent director within the meaning of NASDAQ Rule 5605.
In
connection with Ms. Hall’s appointment to the Board, Ms. Hall will receive a salary of $3,000 per month. Ms. Hall received
an option to purchase 7,143 shares of the Company’s common stock (the “Option”). The Option will be issued pursuant
to the Company’s 2016 Equity Incentive Plan (the “Plan”), has an exercise price of fair market value, as determined
in accordance with the Plan, and shall vest and become exercisable in 1/36 increments over a three-year period commencing on the
effective date of the grant.
Ms.
Hall does not have a family relationship with any of the executive officers or directors of the Company. There are no arrangements
or understandings between Ms. Hall and any other persons pursuant to which she was selected as a director, and there are no transactions
in which she has an interest requiring disclosure under Item 404(a) of Regulation S-K.
In
addition, it is expected that Ms. Hall will execute the Company’s standard form of indemnification agreement.
On
October 1, 2019, the Company issued a press release announcing the appointment of Ms. Hall as a director of the Board, a copy
of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURE
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 hereunto duly authorized.
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SUNWORKS, INC.
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Date:
October 4, 2019
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By:
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/s/
Charles F. Cargile
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Charles
F. Cargile
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Chief Executive Officer
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