Current Report Filing (8-k)
October 21 2021 - 10:34AM
Edgar (US Regulatory)
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2021-10-21
2021-10-21
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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
21, 2021
SUNWORKS,
INC.
(Exact
Name of the Registrant as Specified in Charter)
Delaware
|
|
001-36868
|
|
01-0592299
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
1555
Freedom Boulevard
Provo,
UT
|
|
84604
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(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
(385)
497-6955
Registrant’s
telephone number, including area code
(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:
☐
|
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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Securities
registered pursuant to Section 12(b) of the Act:
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
2.02. Results of Operations and Financial Condition.
On
October 21, 2021, Sunworks, Inc. (the “Company”) issued a press release reporting its preliminary financial results
for the three months ended September 30, 2021. A copy of the press release is furnished with this Current Report on Form 8-K and attached
hereto as Exhibit 99.1.
The
information furnished under this Item 2.02 and the exhibit attached hereto as Exhibit 99.1 shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of
1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such
filing.
Item
8.01 Other Events
At
The Market Offering
As
disclosed within Item 1.01 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
on February 11, 2021 (the “Previous Report”), the Company entered into a Sales Agreement (the “Sales Agreement”)
with Roth Capital Partners, LLC (the “Agent”) dated February 10, 2021, pursuant to which the Company may from time to time
offer and sell shares of the Company’s common stock, par value $0.001 per share (the “Placement Shares”), through the
Agent.
On
October 21, 2021, the Company filed a prospectus supplement with the SEC that covers an additional sale of Placement Shares to
be sold under the Sales Agreement in an aggregate amount of $25,000,000 (the “Prospectus Supplement”).
The
Placement Shares have been registered under the Securities Act pursuant to the Registration Statement on Form S-3 (File No. 333-252475)
(the “Registration Statement”), which was originally filed with the SEC on January 27, 2021 and declared effective by the
SEC on February 3, 2021, the base prospectus contained within the Registration Statement, and the Prospectus Supplement.
This
Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there
be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state or other jurisdiction.
The
description of the material terms of the Sales Agreement is not intended to be complete and is qualified in its entirety by reference
to the Sales Agreement, which was filed as Exhibit 1.1 to the Previous Report and is incorporated herein by reference.
Stradling
Yocca Carlson & Rauth, P.C., counsel to the Company, has issued an opinion to the Company, dated October 21, 2021, regarding
the validity of the Placement Shares. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The
consent of Liggett & Webb, P.A consenting to the incorporation by reference in certain of the Company’s registration statements
of its report filed with the Company’s Annual Report on Form 10-K, is attached as Exhibit 23.2 hereto and incorporated by reference
herein. The consent of KMJ Corbin & Company LLP consenting to the incorporation by reference in certain of the Company’s registration
statements of its report filed with the Company’s Annual Report on Form 10-K, is attached as Exhibit 23.3 hereto 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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|
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Date:
October 21, 2021
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By:
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/s/
Gaylon Morris
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|
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Gaylon
Morris
Chief
Executive Officer
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