Amended Current Report Filing (8-k/a)
June 07 2021 - 6:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): June 4, 2021 (April 8, 2021)
SUNWORKS,
INC.
(Exact
Name of the Registrant as Specified in 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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2270
Douglas Blvd, Suite #216
Roseville,
CA
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95661
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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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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 2.01
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Completion of Acquisition or
Disposition of Assets.
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As
previously disclosed in a Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 8, 2021 (the “Original
Report”), Sunworks, Inc., a Delaware corporation
(the “Company”), through its operating subsidiary Sunworks United Inc., a California corporation (“Buyer”), acquired
all of the issued and outstanding membership interests (the “Acquisition”) of Solcius LLC, a California limited liability
company (“Solcius”), from Solcius Holdings, LLC (“Seller”). Located in Provo, Utah, Solcius is a full-service,
residential solar systems provider. The Acquisition was consummated on April 8, 2021 pursuant to a Membership Interest Purchase Agreement,
dated as of April 8, 2021 (the “Purchase Agreement”), by and between Buyer and Seller. The purchase price for Solcius consisted
of $51,750,000 in cash, subject to post-closing adjustments related to working capital, cash, indebtedness and transaction expenses.
As a result, Solcius became a wholly-owned subsidiary of Buyer.
This
Current Report on Form 8-K/A amends the Original Report to include the following historical financial statements and pro forma
financial information required by Item 9.01 of Form 8-K that were previously omitted from the Initial Report as permitted by Item 9.01(a)(4):
(a) the audited balance sheets of Solcius as of December 31, 2020 and 2019, the related statements of income and changes in member’s
equity, and cash flows for the years ended December 31, 2020 and 2019, the related report of Squire & Company, PC, Solcius’
independent auditor which are included as Exhibit 99.1 hereto and (b) the unaudited pro forma condensed combined financial information
of the Company giving effect to the acquisition of Solcius (the “pro forma financial information”), which includes the unaudited
pro forma condensed combined balance sheet as of March 31, 2021, the unaudited pro forma condensed combined statements of operations
for the year ended December 31, 2020, as if the transaction had occurred on January 1, 2020, and for the three months ended March 31,
2021 and related notes , and which is filed herewith as Exhibit 99.2 and included herein.
The
pro forma financial information included in this Current Report on Form 8-K/A has been presented for informational purposes only and
is not necessarily indicative of the combined financial position or results of operations that would have been realized had the acquisition
of Solcius occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future
results of operations that the Company will experience after the acquisition.
Item 9.01
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Financial
Statements and Exhibits.
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(a)
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Financial Statements
of Business Acquired.
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The
historical audited balance sheets of Solcius as of December 31, 2020 and 2019, the related statements of income, changes in member’s
equity, and cash flows for the years ended December 31, 2020 and 2019, the related notes, and the related Independent Auditor’s
Report thereon are incorporated by reference as Exhibit 99.1 hereto.
(b)
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Pro Forma Financial
Information.
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The
unaudited pro forma condensed combined financial information of the Company, giving effect to the acquisition of Solcius, which includes
the unaudited pro forma condensed combined balance sheet as of March 31, 2021, the unaudited pro forma condensed combined statements
of operations for the year ended December 31, 2020 and for the three months ended March 31, 2021, and the related notes, is filed herewith
as Exhibit 99.2 and included herein.
Exhibit
Number
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Description
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23.1
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Consent of Squire & Company, PC, independent auditors of Solcius.
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99.1
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The historical audited balance sheets of Solcius as of December 31, 2020 and 2019, the related statements of income and changes in member’s equity and cash flows for the years ended December 31, 2020 and 2019, the related notes, and the related report of Squire & Company, PC, independent auditors of Solcius thereon.
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99.2
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The unaudited pro forma condensed combined financial information of Sunworks, Inc., giving effect to the acquisition of Solcius, which includes the unaudited pro forma condensed combined balance sheet as of March 31, 2021, the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 and for the three months ended March 31, 2021, and the related notes.
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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: June 4, 2021
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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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