As
filed with the Securities and Exchange Commission on January 26, 2021
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
SUNWORKS,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
|
01-0592299
(I.R.S.
Employer
Identification
Number)
|
1030
Winding Creek Road, Suite 100
Roseville,
California 95678
(916)
409-6900
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Gaylon
Morris
Chief
Executive Officer
Sunworks,
Inc.
1030
Winding Creek Road, Suite 100
Roseville,
California 95678
(916)
409-6900
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Christopher
D. Ivey, Esq.
Jason
Lee, Esq.
Stradling
Yocca Carlson & Rauth, P.C.
660
Newport Center Drive, Suite 1600
Newport
Beach, California 92660
(949)
725-4000
Approximate
date of commencement of proposed sale to public: From time to time after this Registration Statement becomes effective.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, as amended, or the Securities Act, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities and Exchange
Act of 1934, as amended.
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Large
accelerated filer
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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[X]
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Smaller
reporting company
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[X]
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Emerging
growth company
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[ ]
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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 7(a)(2)(B) of Securities Act. [ ]
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered
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Amount to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Unit(1)(2)
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Proposed
Maximum
Aggregate
Offering
Price(1)(2)
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Amount of
Registration
Fee(3)
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Common stock, $0.001 par value per share
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—
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—
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—
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—
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Preferred stock, $0.001 par value per share
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—
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—
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—
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—
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Warrants
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—
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—
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—
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—
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Units(4)
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—
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—
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—
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—
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Total
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—
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—
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$
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100,000,000
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$
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10,910
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(1)
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This
registration statement covers the registration of such indeterminate number of shares of common stock and preferred stock;
such indeterminate number of warrants to purchase shares of common stock, shares of preferred stock, and/or units; and such
indeterminate number of units as may be sold by the registrant from time to time, which together shall have an aggregate initial
offering price not to exceed $100,000,000. Any securities registered hereunder may be sold separately or in combination with
the other securities registered hereunder. Any securities registered hereunder may be sold separately or as units with any
other securities registered hereunder. The securities registered hereunder also include such indeterminate number of shares
of common stock, shares of preferred stock, and warrants as may be issued upon the conversion of or exchange for preferred
stock that provide for conversion or exchange; upon the exercise of warrants; or pursuant to the anti-dilution provisions
of any such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities
Act, the securities being registered hereunder include such indeterminate number of shares of common stock or preferred stock
as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar
transactions.
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(2)
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The
proposed maximum aggregate offering price per unit will be determined from time to time by the Registrant in connection with,
and at the time of, the issuance of the securities and is not specified as to each class of security pursuant to General Instruction
II.D. of Form S-3.
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(3)
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Calculated
pursuant to Rule 457(o) under the Securities Act based on the proposed maximum aggregate offering price of all securities
listed.
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(4)
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Each
unit will represent an interest in two or more other securities, which may or may not be separable from one another.
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The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it
is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
PRELIMINARY
PROSPECTUS
SUBJECT
TO COMPLETION, DATED JANUARY 26, 2021
$100,000,000
SUNWORKS,
INC.
Common
Stock
Preferred Stock
Warrants
Units
We
may offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants or
units having an aggregate initial offering price not to exceed $100,000,000. The preferred stock may be convertible into shares
of our common stock or shares of our preferred stock. The warrants may be exercisable for shares of our common stock or shares
of our preferred stock. The units may consist of any combination of the other types of securities described in this prospectus.
This
prospectus provides a general description of the securities we may offer. Each time we sell a particular class of securities,
we will provide specific terms of the securities offered in a supplement to this prospectus. The prospectus supplement may also
add, update or change information in this prospectus. You should read this prospectus and any prospectus supplement, as well as
the documents incorporated by reference or deemed to be incorporated by reference herein or therein, carefully before you invest
in any of the securities offered pursuant to this prospectus.
This
prospectus may not be used to offer or sell our securities unless accompanied by a prospectus supplement relating to the offered
securities.
These
securities may be sold directly by us, through dealers or agents designated from time to time, to or through underwriters or dealers
or through a combination of these methods on a continuous or delayed basis. For additional information on the methods of sale,
you should refer to the section entitled “Plan of Distribution” in this prospectus. We will describe the plan of distribution
for any particular offering of our securities in a prospectus supplement. If any agents, underwriters or dealers are involved
in the sale of any securities with respect to which this prospectus is being delivered, we will set forth in a prospectus supplement
the names of such agents or underwriters and any applicable fees, commissions, discounts and over-allotment options. We will also
set forth in a prospectus supplement the price to the public of such securities and the net proceeds that we expect to receive
from such sale.
Our
common stock is listed on the NASDAQ Capital Market and traded under the symbol “SUNW.” On January 22, 2021, the last
reported sale price for our common stock on the NASDAQ Capital Market was $22.90 per share.
INVESTING
IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE
HEADING “RISK FACTORS” BEGINNING ON PAGE 4 OF THIS PROSPECTUS, AS WELL AS THE RISKS AND UNCERTAINTIES DESCRIBED UNDER
A SIMILAR HEADING IN ANY APPLICABLE PROSPECTUS SUPPLEMENT AND IN THE DOCUMENTS THAT WE INCORPORATE BY REFERENCE HEREIN OR THEREIN.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is ________________, 2021
TABLE
OF CONTENTS
PROSPECTUS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, using a
“shelf” registration process. Under this shelf registration process, we may from time to time offer and sell any combination
of the securities described in this prospectus in one or more offerings with an aggregate initial offering price not to exceed
$100,000,000. We have provided to you in this prospectus a general description of the securities we may offer. Each time we offer
or sell any of our securities under this prospectus, we will, to the extent required by law, provide a prospectus supplement that
will contain specific information about the terms of the offering.
References
herein to “we,” “us,” “Sunworks,” and “the Company” are to Sunworks, Inc. and
its wholly owned subsidiaries Sunworks United, Inc., MD Energy, Inc. and Plan B Enterprises, Inc.
We
may add, update or change any of the information contained in this prospectus or in any accompanying prospectus supplement we
may authorize to be delivered to you. To the extent there is a conflict between the information contained in this prospectus and
any accompanying prospectus supplement, you should rely on the information in the prospectus supplement, provided that if any
statement in one of these documents is inconsistent with a statement in another document having a later date—for example,
a document incorporated by reference in this prospectus or any prospectus supplement—the statement in the document having
the later date modifies or supersedes the earlier statement. Any statement so modified will be deemed to constitute a part of
this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus.
This prospectus, together with any accompanying prospectus supplement, includes all material information relating to an offering
pursuant to this registration statement.
You
should rely only on the information contained in this prospectus, in any accompanying prospectus supplement, or in any document
incorporated by reference herein or therein. We have not authorized anyone to provide you with any different information. We take
no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide to
you. The information contained in this prospectus, in any applicable prospectus supplement, and in the documents incorporated
by reference herein or therein is accurate only as of the date such information is presented. Our business, financial condition,
results of operations and future prospects may have changed since those respective dates.
This
prospectus and any accompanying prospectus supplement does not constitute an offer to sell or the solicitation of an offer to
buy any securities other than the registered securities to which they relate, nor does this prospectus and any accompanying prospectus
supplement constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to
whom it is unlawful to make such offer or solicitation in such jurisdiction. This prospectus may not be used to offer or sell
our securities unless accompanied by a prospectus supplement relating to the offered securities.
The
registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information
about us and the securities offered pursuant to this prospectus. For a more complete understanding of the offering of the securities,
you should refer to the registration statement, including its exhibits. The registration statement can be read on the SEC’s
website or at the SEC’s offices mentioned under the heading “Where You Can Find More Information.”
SPECIAL
NOTE REGARDING FORWARD-LOOKING INFORMATION
This
prospectus, any accompanying prospectus supplement, and the documents incorporated by reference herein and therein, contain forward-looking
statements within the meaning of the federal securities laws. These forward-looking statements are intended to qualify for the
safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements
of historical fact included in this prospectus, any accompanying prospectus supplement, or the documents incorporated by reference
herein or therein, are forward looking statements. We have attempted to identify forward-looking statements by using words such
as “may,” “believe,” “will,” “could,” “project,” “anticipate,”
“expect,” “estimate,” “should,” “continue,” “potential,” “plan,”
“forecasts,” “goal,” “seek,” “intend,” other forms of these words or similar words
or expressions or the negative thereof.
Our
forward-looking statements are based on our management’s current assumptions and expectations of future events and trends,
which affect or may affect our business, strategy, operations or financial performance. Although we believe that these forward-looking
statements are based upon reasonable assumptions, they are subject to numerous known and unknown risks and uncertainties and are
made in light of information currently available to us. Many important factors, in addition to the factors described in this prospectus,
may materially and adversely affect our results as indicated in our forward-looking statements. You should read this prospectus,
any accompanying prospectus supplement, and the documents we incorporate by reference herein and therein, completely and with
the understanding that our actual future results may be materially different from and worse than what we expect.
Moreover,
we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for
our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the
extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any
forward-looking statements.
Forward-looking
statements speak only as of the date they were made, and, except to the extent required by law or the rules of the NASDAQ Stock
Market, we undertake no obligation to update or review any forward-looking statement because of new information, future events
or other factors. You should, however, review the risks and uncertainties we describe in the reports we will file from time to
time with the SEC, after the date of this prospectus. See the information included under the heading “Where You Can Find
More Information.”
Forward-looking
statements involve risks and uncertainties and are not guarantees of future performance. As a result of the risks and uncertainties
described above, the forward-looking statements discussed in this prospectus might not occur and our future results and performance
may differ materially from the information provided in these forward-looking statements due to, but not limited to, the factors
mentioned above. Because of these uncertainties, you should not place undue reliance on these forward-looking statements when
making an investment decision.
We
qualify all of our forward-looking statements by these cautionary statements.
ABOUT
THE COMPANY
The
following is a summary of what we believe to be the most important aspects of our business. Please read the additional information
in the sections entitled “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information.”
Overview
We
provide photovoltaic, or PV, based power systems for the agricultural, commercial, industrial (ACI) public works, and residential
markets in California, Nevada, Massachusetts, Oregon, New Jersey and Hawaii. We have direct sales and/or operations personnel
in California, Nevada, Massachusetts, and Oregon. Through our operating subsidiaries, we design, arrange financing, integrate,
install, and manage systems ranging in size from 2kW (kilowatt) for residential projects to multi MW (megawatt) systems for larger
ACI and public works projects. ACI installations have included installations at office buildings, manufacturing plants, warehouses,
service stations, churches, and agricultural facilities such as farms, wineries, and dairies. Public works installations have
included school districts, local municipalities, federal facilities and higher education institutions. We provide a full range
of installation services to our solar energy customers including design, system engineering, procurement, permitting, construction,
grid connection, warranty, system monitoring and maintenance.
We
currently operate in one segment based upon our organizational structure and the way in which our operations are managed and evaluated.
For the first nine months of 2020, approximately 74% of our 2020 revenue was from installations for the ACI and public works markets
and approximately 26% of our revenue was from installations for the residential market. For the first nine months of 2019 approximately
69% of our revenue was from installations for the ACI and public works markets and approximately 31% of our revenue was from installations
for the residential market. Approximately 69% of our 2019 revenue was from sales to the ACI and public works markets, and approximately
31% of our 2019 revenue was from sales to the residential market. Approximately 72% of our 2018 revenue was from sales to the
ACI and public works markets, and approximately 28% of our 2018 revenue was from sales to the residential market.
Corporate
Information
We
were originally incorporated in Delaware on January 30, 2002 as MachineTalker, Inc. In July 2010, we changed our company name
to Solar3D, Inc. On January 31, 2014, we acquired 100% of the stock of Solar United Network, Inc., a California corporation, now
operating as Sunworks United, Inc. On March 2, 2015, we acquired MD Energy, Inc. On December 1, 2015, we acquired Plan B Enterprises,
Inc. through a merger of Plan B Enterprises, Inc. into our wholly owned subsidiary, Elite Solar Acquisition Sub., Inc. On March
1, 2016 we changed our name to Sunworks, Inc. with simultaneous NASDAQ stock symbol change from SLTD to SUNW.
Our
principal executive offices are located at 1030 Winding Creek Road, Suite 100, Roseville, CA 95678 and our telephone number is
(916) 409-6900. Our web site address is www.sunworksusa.com. Information contained in or accessible through our website is not
part of, and is not incorporated into, this prospectus.
Implications
of Being a Smaller Reporting Company
We
are a “smaller reporting company” as defined in the Securities Exchange Act of 1934, or the Exchange Act, and have
elected to take advantage of certain of the scaled disclosures available to smaller reporting companies.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks
described in the sections entitled “Risk Factors” in our most recent Annual Report on Form 10-K and subsequent Quarterly
Reports on Form 10-Q, as filed with the SEC, which are incorporated by reference in this prospectus in their entirety, as well
as any amendments or updates to our risk factors reflected in subsequent filings with the SEC, including any applicable prospectus
supplement. If any of these risks actually occur, our business, financial condition, results of operations and future prospects
could be materially and adversely affected. In that case, the trading price of our securities could decline and you might lose
all or part of your investment. For more information, see “Where You Can Find More Information.”
The
risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known
to us or that we currently deem immaterial may also affect our business, financial condition or results of operations.
This
prospectus and the documents we incorporate by reference in this prospectus contain forward-looking statements that involve risks
and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a
result of certain factors, including the risks and uncertainties mentioned elsewhere in this prospectus. For more information,
see “Special Note Regarding Forward-Looking Information.”
USE
OF PROCEEDS
We
will retain broad discretion over the use of the net proceeds from the sale of our securities offered hereby. Except as described
in any prospectus supplement or any related free writing prospectus that we may authorize to be provided to you, we currently
intend to use the net proceeds from the sale of our securities offered hereby for working capital and general corporate purposes,
which may include capital expenditures, debt repayment, research and development, sales and marketing and general and administrative
expenses. We may also use a portion of the net proceeds to acquire or invest in businesses, products and technologies that are
complementary to our own, although we have no current plans, commitments or agreements with respect to any such acquisitions or
investments as of the date of this prospectus. We will set forth in the applicable prospectus supplement or free writing prospectus
our intended use for the net proceeds received from the sale of any securities sold pursuant to the prospectus supplement or free
writing prospectus. Our management will have broad discretion in the allocation of the net proceeds from this offering.
Pending
the application of the net proceeds, we may invest the net proceeds in short-term, investment grade, interest-bearing securities,
certificates of deposit or direct or guaranteed obligations of the U.S. government.
THE
SECURITIES WE MAY OFFER
We
may offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, and/or
units having an aggregate initial offering price not to exceed $100,000,000. The preferred stock may be convertible into shares
of our common stock or shares of our preferred stock. The warrants may be exercisable for shares of our common stock or shares
of our preferred stock. The units may consist of any combination of the other types of securities described in this prospectus.
In this prospectus, we refer to the common stock, preferred stock, warrants and units that we may offer collectively as “securities.”
This
prospectus provides a general description of the securities we may offer. Each time we sell any of our securities under this prospectus,
we will, to the extent required by law, provide a prospectus supplement that will contain specific information about the terms
of the offering. The prospectus supplement may also add, update or change information in this prospectus. For more information,
see “About this Prospectus.”
DESCRIPTION
OF CAPITAL STOCK
The
following is a summary of all material characteristics of our capital stock as set forth in our certificate of incorporation,
as amended, and bylaws. The summary does not purport to be complete and is qualified in its entirety by reference to our certificate
of incorporation, as amended, and bylaws, copies of which have been filed as exhibits to our SEC filings. For more information,
see “Where You Can Find More Information.”
Common
Stock
We
may issue shares of our common stock from time to time. We are authorized to issue 50,000,000 shares of common stock, par value
$0.001 per share. As of January 22, 2021, there were 23,835,258 shares of common stock issued and outstanding. The holders of
common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. The
holders of common stock are not entitled to cumulative voting rights with respect to the election of directors, and as a consequence,
minority stockholders will not be able to elect directors on the basis of their votes alone. Subject to preferences that may be
applicable to any shares of preferred stock issued in the future, holders of common stock are entitled to receive dividends on
a pro rata basis as may be declared by our board out of funds legally available therefor. In the event of a liquidation, dissolution
or winding up of our Company, holders of our common stock are entitled to share ratably in all assets remaining after payment
of liabilities and the liquidation preference of any then outstanding preferred stock. Holders of common stock have no preemptive
rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions
applicable to the common stock. All outstanding shares of common stock are, and all shares of common stock to be outstanding upon
completion of this offering will be, fully paid and nonassessable.
Preferred
Stock
As
of January 22, 2021, there were no shares of our preferred stock outstanding. Pursuant to the terms of our certificate of incorporation,
as amended, our board of directors is authorized, subject to limitations prescribed by Delaware law, to issue up to 5,000,000
shares of preferred stock, par value $0.001 per share, in one or more series, to establish from time to time the number of shares
to be included in each series, and to fix the designation, powers, preferences and rights of the shares of each series and any
of its qualifications, limitations or restrictions, in each case without further action by our stockholders. Our board of directors
also can increase or decrease the number of shares of any series of preferred stock, but not below the number of shares of that
series then outstanding. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights
that could adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock,
while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things,
have the effect of delaying, deferring or preventing a change in our control or the removal of management and could adversely
affect the market price of our common stock and the voting and other rights of the holders of our common stock.
Whenever
preferred stock is to be offered and sold pursuant to this prospectus, we will file a prospectus supplement relating to that offer
and sale which will specify (in each case to the extent applicable):
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the
title and stated value of the preferred stock;
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the
number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred
stock;
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the
dividend rate, period and payment date, and method of calculation of dividends;
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whether
dividends are cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;
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any
listing of the preferred stock on any securities exchange;
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the
provision for redemption of the preferred stock;
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the
terms and conditions upon which the preferred stock will be convertible into any other class of capital stock, including the
conversion price;
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voting
rights of the preferred stock;
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preemption
rights;
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the
relative ranking and preferences of the preferred stock as to dividend rights and rights upon the liquidation, dissolution
or winding up of our affairs;
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limitations
on issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock
as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and
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●
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any
other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock.
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The
Delaware General Corporation Law, or DGCL, provides that the holders of preferred stock will have the right to vote separately
as a class on any proposed fundamental change in the rights of the preferred stock. This right is in addition to any voting rights
that may be provided for in the applicable certificate of designation.
All
shares of preferred stock offered by this prospectus will, when issued, be fully paid and nonassessable and will not have any
preemptive or similar rights.
Anti-Takeover
Effects of Provisions of Our Certificate of Incorporation, Bylaws and Delaware Law
We
are subject to the provisions of Section 203 of the Delaware General Corporation Law. Section 203 prohibits a publicly-held Delaware
corporation from engaging in a “business combination” with an “interested stockholder” for a period of
three years after the person became an interested stockholder, unless the business combination is approved in a prescribed manner.
A “business combination” includes mergers, asset sales and other transactions resulting in a financial benefit to
the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with
affiliates and associates, owns, or within the prior three years did own, 15% or more of the corporation’s outstanding voting
stock.
Our
certificate of incorporation, as amended, authorizes the board of directors to issue up to 5,000,000 shares of preferred stock
and to determine the rights, preferences and privileges of these shares of preferred stock without any further vote or action
by the stockholders, and specifies that the authorized number of directors may be changed only by a resolution of the board of
directors. The provisions described above could have the effect of making it more difficult for a third-party to acquire a majority
of our outstanding voting stock, or delay, prevent or deter a merger, acquisition or tender offer in which our stockholders could
receive a premium for their shares, a proxy contest or other change in our management.
NASDAQ
Capital Market
Our
common stock is listed on NASDAQ Capital Market and traded under the symbol “SUNW.” On January 22, 2021, the last
reported sale price for our common stock on NASDAQ Capital Market was $22.90 per share.
Transfer
Agent and Registrar
The
Transfer Agent and Registrar for our common stock is Continental Stock Transfer & Trust with an address at 1 State Street,
30th Floor, New York NY 10004-1561.
DESCRIPTION
OF WARRANTS
We
may offer and sell, from time to time, warrants for the purchase of shares of common stock and/or shares of preferred stock. We
may issue warrants independently or together with common stock and/or preferred stock, and the warrants may be attached to or
separate from those securities. If we issue warrants, they will be evidenced by warrant agreements or warrant certificates issued
under one or more warrant agreements, which will be contracts between us and the holders of the warrants or an agent for the holders
of the warrants. The forms of warrant agreements or warrant certificates, as applicable, relating to the warrants will be filed
as exhibits to the registration statement of which this prospectus is a part and/or will be incorporated by reference from reports
that we file with the SEC.
The
following summary of material provisions of the warrants and warrant agreements are subject to, and qualified in their entirety
by reference to, all of the provisions of the warrant agreement and warrant certificate applicable to a particular series of warrants.
We urge you to read the applicable prospectus supplement and any related free writing prospectus, as well as the complete warrant
agreements and warrant certificates that contain the terms of the warrants.
Whenever
warrants are to be issued and sold pursuant to this prospectus, we will file a prospectus supplement relating to that offer and
sale which will specify (in each case as applicable):
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the
number of shares of common stock or preferred stock purchasable upon the exercise of warrants to purchase such shares and
the price at which such number of shares may be purchased upon such exercise;
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the
designation, stated value and terms (including, without limitation, liquidation, dividend, conversion and voting rights) of
the series of preferred stock purchasable upon exercise of warrants to purchase preferred stock;
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the
date, if any, on and after which the warrants and the related common stock or preferred stock will be separately transferable;
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the
terms of any rights to redeem or call the warrants;
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the
date on which the right to exercise the warrants will commence and the date on which the right will expire; and
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any
additional terms of the warrants, including terms, procedures, and limitations relating to the exchange, exercise and settlement
of the warrants.
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Each
warrant will entitle its holder to purchase the number of shares of common stock or preferred stock at the exercise price set
forth in (or calculable as set forth in) the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus
supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that
we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants
will become void.
A
holder of warrant certificates may exchange them for new warrant certificates of different denominations, present them for registration
of transfer, and exercise them as indicated in the applicable prospectus supplement. Until any warrants to purchase common stock
or preferred stock are exercised, the holders of the warrants will not have any rights of holders of the underlying common stock
or preferred stock, including any voting rights or any rights to receive dividends or payments upon any liquidation, dissolution
or winding up on the common stock or preferred stock, if any.
DESCRIPTION
OF UNITS
We
may offer and sell, from time to time, units comprised of one or more of the other securities described in this prospectus in
any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit.
Thus, the holder of a unit will have the rights and obligations of a holder of each included security. If we issue units, they
will be evidenced by unit agreements or unit certificates issued under one or more unit agreements, which will be contracts between
us and the holders of the units or an agent for the holders of the units. The unit agreement under which a unit is issued may
provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before
a specified date. The forms of unit agreements or unit certificates, as applicable, relating to the units will be filed as exhibits
to the registration statement of which this prospectus is part of and/or will be incorporated by reference from reports that we
file with the SEC.
The
following summary of material provisions of the units and unit agreements are subject to, and qualified in their entirety by reference
to, all of the provisions of the unit agreements applicable to the units. We urge you to read the applicable prospectus supplement
and any related free writing prospectus, as well as the complete unit agreements that contain the terms of the units.
Whenever
units are to be issued and sold pursuant to this prospectus, we will file a prospectus supplement relating to that offer and sale
which will specify (in each case as applicable):
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the
title of the series of units;
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identification
and description of the separate securities comprising the units;
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the
price or prices at which the units will be issued;
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the
date, if any, on and after which the securities comprising the units will be separately transferable; and
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any
other terms of the units and their securities.
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PLAN
OF DISTRIBUTION
We
may sell our securities from time to time in any manner permitted by the Securities Act, including any one or more of the following
ways:
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through
agents;
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to
or through underwriters;
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to
or through broker-dealers (acting as agent or principal);
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in
“at the market” offerings, within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market
maker or into an existing trading market, on an exchange or otherwise; and/or
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directly
to purchasers, through a specific bidding or auction process or otherwise.
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The
securities may be sold at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices
relating to the prevailing market prices or at negotiated prices.
Offers
to purchase offered securities may be solicited by agents designated by us from time to time. Any agent involved in the offer
or sale of the offered securities in respect of which this prospectus is delivered will be named, and any commissions payable
by us will be set forth, in the applicable prospectus supplement. Unless otherwise set forth in the applicable prospectus supplement,
any agent will be acting on a reasonable best efforts basis for the period of its appointment. Any agent may be deemed to be an
underwriter, as that term is defined in the Securities Act, of the offered securities so offered and sold.
We
will set forth in a prospectus supplement the terms of the offering of our securities, including:
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the
name or names of any agents, underwriters or dealers;
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the
type of securities being offered;
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the
purchase price of our securities being offered and the net proceeds we expect to receive from the sale;
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any
over-allotment options under which underwriters may purchase additional securities from us;
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any
agency fees or underwriting discounts and commissions and other items constituting agents’ or underwriters’ compensation;
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the
public offering price;
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any
discounts or concessions allowed or reallowed or paid to dealers; and
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any
securities exchanges on which such securities may be listed.
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If
offered securities are sold to the public by means of an underwritten offering, either through underwriting syndicates represented
by managing underwriters or directly by the managing underwriters, we will execute an underwriting agreement with an underwriter
or underwriters, and the names of the specific managing underwriter or underwriters, as well as any other underwriters, will be
set forth in the applicable prospectus supplement. In addition, the terms of the transaction, including commissions, discounts
and any other compensation of the underwriters and dealers, if any, will be set forth in the applicable prospectus supplement,
which prospectus supplement will be used by the underwriters to make resales of the offered securities. If underwriters are utilized
in the sale of the offered securities, the offered securities will be acquired by the underwriters for their own account and may
be resold from time to time in one or more transactions, including:
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transactions
on the NASDAQ Capital Market or any other organized market where the securities may be traded;
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in
the over-the-counter market;
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in
negotiated transactions; or
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under
delayed delivery contracts or other contractual commitments.
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We
may grant to the underwriters options to purchase additional offered securities to cover over-allotments, if any, at the public
offering price with additional underwriting discounts or commissions, as may be set forth in the applicable prospectus supplement.
If we grant any over-allotment option, the terms of the over-allotment option will be set forth in the applicable prospectus supplement.
We
may authorize agents or underwriters to solicit offers by certain types of institutional investors to purchase securities from
us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment
and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we must
pay for solicitation of these contracts in the prospectus supplement.
We
may indemnify agents, underwriters and dealers against specified liabilities, including liabilities incurred under the Securities
Act, or to contribution by us to payments they may be required to make in respect of such liabilities. Agents, underwriters or
dealers, or their respective affiliates, may be customers of, engage in transactions with or perform services for us or our respective
affiliates, in the ordinary course of business.
Unless
otherwise specified in the applicable prospectus supplement, each class or series of securities will be a new issue with no established
trading market, other than our common stock, which is traded on the NASDAQ Capital Market. We may elect to list any other class
or series of securities on any exchange and, in the case of our common stock, on any additional exchange. However, unless otherwise
specified in the applicable prospectus supplement, we will not be obligated to do so. It is possible that one or more underwriters
may make a market in a class or series of securities, but the underwriters will not be obligated to do so and may discontinue
any market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for any of
the offered securities.
Any
underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance
with Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Over-allotment involves sales in
excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions
involve purchases of the securities, either through exercise of the over-allotment option or in the open market after the distribution
is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when
the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions.
Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters
may discontinue any of the activities at any time.
To
comply with the securities laws of certain states, if applicable, the securities offered by this prospectus will be offered and
sold in those states only through registered or licensed brokers or dealers.
LEGAL
MATTERS
Certain
legal matters, including the validity of the issuance of the securities offered by this prospectus, will be passed upon for us
by Stradling Yocca Carlson & Rauth, P.C., Newport Beach, California.
EXPERTS
The
financial statements of Sunworks, Inc. appearing in Sunworks, Inc.’s Annual Report on Form 10-K for the years ended December
31, 2019 and 2018 have been audited by Liggett & Webb, P.A., independent registered public accounting firm, as set forth in
their report thereon, included therein, and incorporated herein by reference. Such financial statements are incorporated herein
by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
SEC allows us to “incorporate” into this prospectus information that we file with the SEC in other documents. This
means that we can disclose important information to you by referring to other documents that contain that information. Any information
that we incorporate by reference into this prospectus is considered part of this prospectus.
Information
contained in this prospectus and information that we file with the SEC in the future and incorporate by reference in this prospectus
automatically modifies and supersedes previously filed information, including information in previously filed documents or reports
that have been incorporated by reference in this prospectus, to the extent the new information differs from or is inconsistent
with the old information. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified,
and any statement so superseded will be deemed not to constitute a part of this prospectus. For more information, see “About
this Prospectus.”
We
incorporate by reference, as of their respective dates of filing, the documents listed below that we have filed with the SEC and
any future documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including any
documents filed after the date on which the registration statement of which this prospectus is a part is initially filed until
the offering of the securities covered by this prospectus has been completed, other than, in each case, documents or information
deemed to have been “furnished” and not “filed” in accordance with SEC rules:
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our
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, or the Annual Report, filed with the SEC on March
30, 2020;
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our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020, as filed with the SEC on May 7, 2020, our Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 2020, as filed with the SEC on August 10, 2020, and our Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 2020, as filed with the SEC on November 2, 2020;
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the
information specifically incorporated by reference into our Annual Report on Form 10-K from our Definitive Proxy Statement
on Schedule 14A, filed with the SEC on July 8, 2020;
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our
Current Reports on Form 8-K (other than information furnished rather than filed), as filed with the SEC on January 29, 2020,
March 17, 2020, April 30, 2020, June 3, 2020, August 10, 2020, September 2, 2020, September 25, 2020, October 13, 2020, November
2, 2020, November 12, 2020, November 25, 2020, December 8, 2020, December 21, 2020 and January 13, 2021; and
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the
description of our common stock contained in our registration statement on Form 8-A, filed with the SEC on March 3, 2015,
as updated by the description of our common shares filed as Exhibit 4.3 to our Annual Report on Form 10-K for the year ended
December 31, 2019 filed with the SEC on March 30, 2020, including any amendment or report filed for the purpose of updating
such description.
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These
filings have not been included in or delivered with this prospectus. We will provide to each person, including any beneficial
owner to whom this prospectus is delivered, a copy of any document that is incorporated by reference in this prospectus. You may
obtain a copy of these documents, at no cost, from our website (www.sunworksusa.com) or by contacting us using the following information:
Gaylon
Morris
Chief
Executive Officer
Sunworks,
Inc.
1030
Winding Creek Road, Suite 100
Roseville,
California 95678
(916)
409-6900
Exhibits
to the documents will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus.
You
should rely only on the information contained in this prospectus, in any accompanying prospectus supplement, or in any document
incorporated by reference herein or therein. We have not authorized anyone to provide you with any different information. We take
no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide to
you. The information contained in this prospectus, in any applicable prospectus supplement, and in the documents incorporated
by reference herein or therein is accurate only as of the date such information is presented. Our business, financial condition,
results of operations and future prospects may have changed since those respective dates.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and current reports and other information with the SEC. Our filings with the SEC are available on the SEC’s
website at www.sec.gov, which contains reports, proxy and information statements, and other information regarding issuers that
file electronically.
This
prospectus is part of a registration statement that we filed with the SEC. As permitted by SEC rules, this prospectus and any
accompanying prospectus supplement that we may file, which form a part of the registration statement, do not contain all of the
information that is included in the registration statement. The registration statement contains more information regarding us
and our securities, including certain exhibits. You can obtain a copy of the registration statement from the SEC at the address
listed above or from the SEC’s website.
$100,000,000
SUNWORKS,
INC.
Common
Stock
Preferred
Stock
Warrants
Units
PROSPECTUS
,
2021
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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ITEM
14.
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OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION.
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The
following table sets forth an itemization of the various costs and expenses, other than underwriting discounts and commissions,
payable by us in connection with the issuance and distribution of the securities being registered hereunder. All of the amounts
shown are estimated except for the SEC registration fee.
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SEC registration fee
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$
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10,910
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FINRA filing fees
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$
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*
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Legal fees and expenses
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$
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*
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Accounting fees and expenses
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$
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*
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Miscellaneous
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$
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*
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Total expenses
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$
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*
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These
fees and expenses depend on the securities offered and the number of issuances, and accordingly cannot be estimated at this
time
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ITEM
15.
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INDEMNIFICATION
OF DIRECTORS AND OFFICERS.
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We
are incorporated under the laws of the State of Delaware. Section 145 of the DGCL provides that a Delaware corporation may indemnify
any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason
of the fact that such person was an officer, director, employee or agent of such corporation, or is or was serving at the request
of such corporation as an officer, director, employee or agent of another corporation or enterprise. The indemnity may include
expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by
such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. Section 145 of the DGCL further
authorizes a corporation to purchase and maintain insurance on behalf of any indemnified person against any liability asserted
against and incurred by such person in any indemnified capacity, or arising out of such person’s status as such, regardless
of whether the corporation would otherwise have the power to indemnify such person under the DGCL.
Section
102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation
shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a
director, except for liability for any:
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breach
of a director’s duty of loyalty to the corporation or its stockholders;
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act
or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
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unlawful
payment of dividends or redemption of shares; or
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transaction
from which the director derives an improper personal benefit.
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Our
certificate of incorporation, as amended, eliminates the liability for damages for breaches of fiduciary duty for our directors,
to the fullest extent permitted by the DGCL, and our bylaws provide that we must indemnify our directors and officers to the fullest
extent authorized by the DGCL and also pay expenses incurred in defending any such proceeding in advance of its final disposition
upon delivery of an undertaking, by or on behalf of an indemnified person, to repay all amounts so advanced if it should be determined
ultimately that such person is not entitled to be indemnified under this section or otherwise.
We
have an insurance policy covering our officers and directors with respect to certain liabilities, including liabilities arising
under the Securities Act or otherwise.
Any
underwriting agreement or similar agreement that we enter into in connection with an offer of securities pursuant to this registration
statement may provide for indemnification by any underwriters of us, our directors, our officers who sign the registration statement
and our controlling persons for some liabilities, including liabilities arising under the Securities Act.
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Filed
herewith.
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To
be filed by amendment to this registration statement, or as an exhibit to a document to be incorporated by reference into
this registration statement, in each case in connection with a particular offering of the securities.
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The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement; and
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(iii)
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To
include any material information with respect to the plan of distribution not previously disclosed in this registration statement
or any material change to such information in this registration statement;
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provided,
however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That,
for the purpose of determining liability under the Securities Act to any purchaser:
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(i)
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Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the registration statement; and
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(ii)
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Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that
no statement made in a registration statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such effective date.
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(5) That,
for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i)
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Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
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(ii)
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Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
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(iii)
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The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
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(iv)
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Any
other communication that is an offer in the offering made by an undersigned registrant to the purchaser.
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(6) That,
for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(7) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Roseville, State of California, on January 26, 2021.
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SUNWORKS,
INC.
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By:
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/s/
Gaylon Morris
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Gaylon
Morris
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Chief
Executive Officer
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KNOW
ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Gaylon Morris and Paul
McDonnel, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective
amendments, to this registration statement, and to sign any registration statement for the same offering covered by this registration
statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective
amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes
in this registration statement as such attorneys-in-fact and agents so acting deem appropriate, with the SEC, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite
and necessary to be done with respect to the offering of securities contemplated by this registration statement, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/
Gaylon Morris
|
|
Chief
Executive Officer and Director
|
|
January
26, 2021
|
|
Gaylon
Morris
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/
Paul McDonnel
|
|
Interim
Chief Financial Officer
|
|
January
26, 2021
|
|
Paul
McDonnel
|
|
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/
Charles F. Cargile
|
|
Chairman
of the Board
|
|
January
26, 2021
|
|
Charles
F. Cargile
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Daniel Gross
|
|
Director
|
|
January
26, 2021
|
|
Daniel
Gross
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Stanley Speer
|
|
Director
|
|
January
26, 2021
|
|
Stanley
Speer
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Rhone Resch
|
|
Director
|
|
January
26, 2021
|
|
Rhone
Resch
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Judith Hall
|
|
Director
|
|
January
26, 2021
|
|
Judith
Hall
|
|
|
|
|
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