Filed
Pursuant to Rule 424(b)(5)
Registration
No. 333-252475
PROSPECTUS SUPPLEMENT
(To
Prospectus dated February 3, 2021)
$25,000,000
Common
Stock
We
have entered into a sales agreement with Roth Capital Partners,
LLC, or Roth Capital Partners, the “sales agent,” relating to the
issuance and sale of our common stock offered by this prospectus.
In accordance with the terms of the sales agreement, we may offer
and sell shares of our comment stock under this prospectus having
an aggregate offering price of up to $25,000,000 from time to time
through or to Roth Capital Partners, as sales agent or
principal.
Our
common stock is traded on the Nasdaq Capital Market, or NASDAQ,
under the symbol “SUNW.” On October 20, 2021, the closing sale
price of our common stock on NASDAQ was $6.69 per share.
Sales
of shares of our common stock under this prospectus supplement, if
any, may be made by any method deemed to be an “at the market
offering” as defined in Rule 415 under the Securities Act of 1933,
as amended, or the Securities Act.
The
sales agent is not required to sell any specific number of shares
of our common stock. The sales agent has agreed to use its
commercially reasonable efforts consistent with its normal trading
and sales practices, on mutually agreed terms between the sales
agent and us. There is no arrangement for funds to be received in
any escrow, trust or similar arrangement. The sales agent will be
entitled to compensation under the terms of the sales agreement at
a commission rate equal to up to 3.0% of the gross proceeds of the
sales price of common stock that they sell. The net proceeds from
any sales under this prospectus supplement will be used as
described under “Use of Proceeds.” The proceeds we receive from
sales of our common stock, if any, will depend on the number of
shares actually sold and the offering price of such
shares.
In
connection with the sale of common stock on our behalf, Roth
Capital Partners will be deemed to be an underwriter within the
meaning of the Securities Act, and its compensation as the sales
agent will be deemed to be underwriting commissions or discounts.
We have agreed to provide indemnification and contribution to Roth
Capital Partners with respect to certain liabilities, including
liabilities under the Securities Act.
Investing
in our securities involves a high degree of risk. You should read
carefully and consider the information contained in and
incorporated by reference under “Risk Factors” beginning on page S-5 of
this prospectus, and the risk factors contained in other documents
incorporated by reference.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal
offense.
Roth
Capital Partners
The
date of this prospectus supplement is October 21, 2021
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
document is part of a registration statement that was filed with
the Securities and Exchange Commission, or the SEC, using a “shelf”
registration process and consists of two parts. The first part is
the prospectus supplement, including the documents incorporated by
reference herein, which describes the specific terms of this
offering. The second part, the accompanying prospectus, including
the documents incorporated by reference therein, provides more
general information. In general, when we refer only to the
prospectus, we are referring to both parts of this document
combined. Before you invest, you should carefully read this
prospectus supplement, the accompanying prospectus, all information
incorporated by reference herein and therein, as well as the
additional information described under the heading “Where You Can
Find More Information.” These documents contain information you
should carefully consider when deciding whether to invest in our
common stock.
This
prospectus supplement may add, update or change information
contained in the accompanying prospectus. To the extent there is a
conflict between the information contained in this prospectus
supplement and the accompanying prospectus, you should rely on
information contained in this prospectus supplement, provided that
if any statement in, or incorporated by reference into, one of
these documents is inconsistent with a statement in another
document having a later date, 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.
You
should rely only on the information contained in this prospectus
supplement, the accompanying prospectus, any document incorporated
by reference herein or therein, or any free writing prospectuses we
may provide to you in connection with this offering. Neither we nor
the sales agent has 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 supplement, the accompanying
prospectus, 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 prospects may have changed since that date.
This
prospectus supplement and the accompanying prospectus do not
constitute an offer to sell or the solicitation of an offer to buy
any securities other than the shares of common stock to which it
relates, nor do this prospectus supplement and the accompanying
prospectus 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.
Unless
otherwise indicated, information contained in or incorporated by
reference into this prospectus concerning our industry and the
markets in which we operate, including market opportunity, market
position and competitive landscape, is based on information from
our management’s estimates, as well as from industry publications,
surveys and studies conducted by third parties. Management
estimates are derived from publicly available information, our
knowledge of our industry, and assumptions based on such
information and knowledge, which we believe to be reasonable. In
addition, while we believe that information contained in industry
publications, surveys and studies has been obtained from reliable
sources, the accuracy and completeness of such information is not
guaranteed, and we have not independently verified any of the data
contained in these third-party sources.
This
prospectus supplement and the accompanying prospectus, and any
documents incorporated by reference herein or therein, include
statements that are based on various assumptions and estimates that
are subject to numerous known and unknown risks and uncertainties.
Some of these risks and uncertainties are described under the
heading “Risk Factors” beginning on page S-5 of this prospectus
supplement and in the section titled “Risk Factors” in our most
recent Quarterly Report on Form 10-Q and in our most recent Annual
Report on Form 10-K, each of which is incorporated by reference
into the prospectus. These and other important factors could cause
our future results to be materially different from the results
expected as a result of, or implied by, these assumptions and
estimates. You should read the information contained in this
prospectus supplement and the accompanying prospectus, and the
documents incorporated by reference herein and therein, completely
and with the understanding that future results may be materially
different and worse from what we expect. See the information
included under the heading “Note Regarding Forward-Looking
Statements.”
Securities
offered pursuant to the registration statement to which this
prospectus supplement relates may only be offered and sold if not
more than three years have elapsed since February 3, 2021, the
initial effective date of the registration statement, subject to
the extension of this period in compliance with applicable SEC
rules.
We
note that the representations, warranties and covenants made by us
in any agreement that is filed as an exhibit to any document that
is incorporated by reference herein were made solely for the
benefit of the parties to such agreement, including, in some cases,
for the purpose of allocating risk among the parties to such
agreement, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations,
warranties or covenants were accurate only as of the date when
made. Accordingly, such representations, warranties and covenants
should not be relied on as accurately representing the current
state of our affairs.
Unless
otherwise indicated or the context otherwise requires, the terms
“Company,” “Sunworks,” “we,” “us” and “our” refer to Sunworks,
Inc., a Delaware corporation, and its predecessors and consolidated
subsidiaries.
PROSPECTUS
SUPPLEMENT SUMMARY
The
following is a summary of selected information contained elsewhere
or incorporated by reference. It does not contain all of the
information that you should consider before buying our securities.
You should read this prospectus in its entirety, including the
information incorporated by reference herein and
therein.
Overview
We
provide photovoltaic (PV) based power systems for the commercial,
public works, and residential markets in California, Nevada,
Massachusetts, Oregon, New Jersey, Utah, Arizona, Colorado, New
Mexico, Texas, South Carolina, Wisconsin, Minnesota and Hawaii. We
have direct sales and/or operations personnel in California,
Nevada, Massachusetts, Utah, Arizona, New Mexico, Texas, Colorado,
South Carolina, Wisconsin and Minnesota. 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 commercial and
public works projects. Commercial 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 two segments based upon our organizational
structure and the way in which our operations are managed and
evaluated. Our Solcius segment is responsible for the vast majority
of our residential market revenue and our Sunworks segment services
primarily commercial and public works markets.
As a
result of the Solcius acquisition in April 2021, the portion of our
consolidated revenue from residential installations has increased
significantly.
For
the first six months of 2021, approximately 69% of our 2021 revenue
was from installations for the residential market. For the same
period, approximately 31% of our revenue was from installations for
the commercial and public works markets.
For
the first six months of 2020, approximately 25% of our revenue was
from installations for the residential market and approximately 75%
of our 2020 revenue was from installations for the commercial and
public works markets.
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. On April 8, 2021, we acquired all
of the membership interests of Solcius LLC, or Solcius, a full
service, residential solar system provider, which provides proposal
generation, engineering, permitting, installation services and
financial solutions to customers in 10 states across the country,
with the largest markets being Texas, California, New Mexico and
Colorado.
Our
principal executive offices have moved to 1555 Freedom Boulevard,
Provo, Utah 84604 from our prior location at 2270 Douglas Blvd.,
Suite 216, Roseville, CA 95661 and our telephone number is (385)
497-6955. 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.
Recent
Developments
Based
on the preliminary unaudited results for the third quarter of 2021,
we estimate third quarter revenues will be between approximately
$29.5 million and $31.5 million, gross margin will be between
approximately 44% and 46% and net loss will be between
approximately $6.4 million and $7.2 million. We estimate that
year-to-date revenues will be between approximately $67.8 million
and $69.8 million and gross margin will be between approximately
41% and 43%, and net loss will be between approximately $13.1
million and $13.9 million. The largest contributor impacting the
net loss for the third quarter of 2021 are $3.1 million in non-cash
charges for amortization of intangibles related to the Solcius
acquisition and stock-based compensation expense. As of September
30, 2021, our backlog was $51.0 million.
We
began the fourth quarter of 2021 with approximately $11.0 million
of unrestricted cash compared to $26.9 million of unrestricted cash
at June 30, 2021. The use of cash during the quarter was primarily
driven by an approximately $11.0 million build in operating working
capital and the remaining use of cash from our operating
performance. The operating working capital increase was primarily
driven by our decision to secure key materials and components in
advance of historical purchasing schedules, including inverters and
modules, given ongoing supply chain disruptions and constraints.
Additionally, our accounts payable balances declined as we paid for
these materials and components earlier to receive favorable
terms.
The
preliminary financial information included in this prospectus
supplement is subject to completion of our quarter-end close
procedures and further financial review. We have provided estimates
because these results are preliminary and subject to change. Actual
results may differ from these estimates as a result of the
completion of our quarter-end closing procedures, review
adjustments and other developments that may arise between now and
the time such financial information for the period is finalized. As
a result, these estimates are preliminary, may change and
constitute forward-looking information that are subject to risks
and uncertainties. These preliminary estimates should not be viewed
as a substitute for full consolidated financial statements prepared
in accordance with United States generally accepted accounting
principles, and they should not be viewed as indicative of our
results for any future period. Our independent registered public
accounting firm has not audited, reviewed, compiled, or performed
any procedures with respect to these estimated financial results
and, accordingly, do not express an opinion or any other form of
assurance with respect to these preliminary estimates.
The
Offering
The
following summary contains basic information about our common stock
and the offering and is not intended to be complete. It does not
contain all of the information that may be important to you. For a
more complete understanding of our common stock, you should read
the section entitled “Description of Capital Stock.”
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Issuer |
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Sunworks,
Inc. |
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Common
stock offered |
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Shares
of our common stock having an aggregate offering price of up to
$25,000,000. |
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Manner
of offering |
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“At
the market offering” that may be made from time to time through or
to, Roth Capital Partners, as sales agent or principal. See “Plan
of Distribution” beginning on page S-14 of this
prospectus. |
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Common
stock to be outstanding after this
offering(1) |
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Up to
30,784,665 shares, assuming sales of 3,736,921 shares of our common
stock in this offering at an offering price at a price of $6.69 per
share, which was the closing price of our common stock on NASDAQ on
October 20, 2021. The actual number of shares issued will vary
depending on the sales price under this offering. |
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Risk
Factors |
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Your
investment in our common stock involves substantial risks. You
should read carefully the “Risk Factors” included and incorporated
by reference in this prospectus, including the risk factors
incorporated by reference from our filings with the
SEC. |
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NASDAQ
symbol |
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SUNW |
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Use
of Proceeds |
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We
intend to use net proceeds from this offering for general corporate
purposes, including, without limitation, sales and marketing
activities, product development, making acquisitions of assets,
businesses, companies or securities, capital expenditures, and for
working capital needs. See “Use of Proceeds” beginning on page S-10
of this prospectus. |
(1)
The common stock outstanding after the offering is based on
27,047,744 shares of our common stock outstanding as of June 30,
2021 and the sale of 3,736,921 shares of our common stock at an
assumed offering price of $6.69 per share, the last reported sale
price of our common stock on NASDAQ on October 20, 2021, and
excludes the following:
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329,914
shares of our common stock issuable upon the exercise of options
outstanding as of June 30, 2021, having a weighted average exercise
price of $11.72 per share; and |
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1,290,040
shares of our common stock reserved for future issuance under our
2016 Equity Incentive Plan as of June 30, 2021. |
RISK
FACTORS
Before
making an investment decision, you should carefully consider the
risks described below and discussed in the section titled “Risk
Factors” in our most recent Quarterly Report on Form 10-Q and in
our most recent Annual Report on Form 10-K, as well as the risks,
uncertainties and additional information set forth in our SEC
reports on Forms 10-K, 10-Q and 8-K and in other documents
incorporated by reference in this prospectus. We expect to update
these Risk Factors from time to time in the periodic and current
reports that we file with the SEC after the date of this
prospectus. These updated Risk Factors will be incorporated by
reference in this prospectus.
Our
business, financial condition or results of operations could be
materially adversely affected by any of these risks. The trading
price of our common stock could decline due to any of these risks,
and you may lose all or part of your investment. 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, results of operations and prospects. Certain
statements below are forward-looking statements. See the
information included under the heading “Note Regarding
Forward-Looking Statements.”
Risks
Related to Our Business
We
may not realize the anticipated benefits of past or future
investments, strategic transactions, or acquisitions, and
integration of these acquisitions may disrupt our business and
management.
We
have in the past and may in the future, acquire companies, or enter
into joint ventures or other strategic transactions. For example,
on April 8, 2021, we acquired all of the membership interests of
Solcius LLC, or Solcius, for cash consideration of $51.8 million, a
full service, residential solar system provider which provides
proposal generation, engineering, permitting, installation services
and financial solutions to customers in 10 states across the
country, with the largest markets being Texas, California, New
Mexico and Colorado.
We
may not realize the anticipated benefits of past or future
investments, strategic transactions, or acquisitions, and these
transactions involve numerous risks that are not within our
control. These risks include the following, among
others:
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difficulty
in assimilating the operations, systems, and personnel of the
acquired company; |
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difficulty
in effectively integrating the acquired technologies or products
with our current products and technologies; |
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difficulty
in maintaining controls, procedures and policies during the
transition and integration; |
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disruption
of our ongoing business and distraction of our management and
employees from other opportunities and challenges due to
integration issues; |
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difficulty
integrating the acquired company’s accounting, management
information and other administrative systems; |
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inability
to retain key technical and managerial personnel of the acquired
business; |
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inability
to retain key customers, vendors and other business partners of the
acquired business; |
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inability
to achieve the financial and strategic goals for the acquired and
combined businesses; |
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incurring
acquisition-related costs or amortization costs for acquired
intangible assets that could impact our results of
operations; |
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significant
post-acquisition investments which may lower the actual benefits
realized through the acquisition; |
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potential
failure of the due diligence processes to identify significant
issues with product quality, legal, and financial liabilities,
among other things; and |
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potential
inability to assert that internal controls over financial reporting
are effective. |
Our
failure to address these risks, or other problems encountered in
connection with our past or future investments, strategic
transactions, or acquisitions, could cause us to fail to realize
the anticipated benefits of these acquisitions or investments,
cause us to incur unanticipated liabilities, and harm our business
generally. Future acquisitions could also result in dilutive
issuances of our equity securities, the incurrence of debt,
contingent liabilities, amortization expenses, incremental expenses
or the write-off of goodwill, any of which could harm our financial
condition or results of operations, and the trading price of our
common stock could decline.
Mergers
and acquisitions are inherently risky, may not produce the
anticipated benefits and could adversely affect our business,
financial condition or results of operations.
Our customer acquisition function is concentrated with certain
third-party solar sales channel partners and our growth depends on
maintaining and expanding these relationships.
A key
component of our growth strategy is to develop or expand our
relationships with third parties. For example, we are investing
resources in establishing strategic relationships with sales
channel partners, to generate new customers. Developing new
relationships may not occur as quickly as planned or may not
generate new customers as planned. A significant portion of our
business depends on attracting and retaining new and existing solar
sales channel partners. For example, we diversified our market and
product concentration following the acquisition of Solcius, LLC
(“Solcius”) on April 8, 2021, a leading installer of residential
solar systems, which operates in 10 states. Solcius utilizes a
combination of sales channel partners and a direct sales strategy
to generate new customers. Since acquisition, Solcius has had three
sales channel partners that combined accounted for more than 80% of
Solcius’ revenue for the first nine months of 2021. Negotiating
relationships with our solar partners, investing in due diligence
efforts with potential solar partners, training such third parties
and contractors, and monitoring them for compliance with our
standards require significant time and resources and may present
greater risks and challenges than expanding a direct sales or
installation team. If we are unsuccessful in establishing or
maintaining our relationships with these third parties, our ability
to grow our business and address our market opportunities could be
impaired. Even if we are able to establish and maintain these
relationships, we may not be able to execute on our goal of
leveraging these relationships to meaningfully expand our business,
brand recognition and customer base. This would limit our growth
and our opportunities to generate significant additional revenue or
cash flows.
We depend on a limited number of suppliers, for certain critical
raw materials, components and finished products, including our
modules. Any supply interruption or delay could adversely affect
our business, prevent us from delivering products to our customers
within required timeframes, and could in turn result in sales and
installation delays, cancellations, penalty payments, or loss of
market share.
Our
supply chain is subject to natural disasters and other events
beyond our control, such as raw material, component, and labor
shortages, global and regional shipping and logistics constraints,
work stoppages, epidemics or pandemics, earthquakes, floods, fires,
volcanic eruptions, power outages, or other natural disasters, and
the physical effects of climate change, including changes in
weather patterns (including floods, fires, tsunamis, drought, and
rainfall levels), water availability, storm patterns and
intensities, and temperature levels. Human rights concerns,
including forced labor and human trafficking, in foreign countries
and associated governmental responses have the potential to disrupt
our supply chain and our operations could be adversely impacted.
For example, the U.S. Department of Homeland Security issued a
withhold release order on June 24, 2021 applicable to silica-based
products made by a major producer of polysilicon used by
manufacturers of solar panels in China’s Xinjiang Uygur autonomous
region, over allegations of widespread, state-backed forced labor
in the region. Although we do not believe that raw materials used
in the products we sell are sourced from this or other regions with
forced labor concerns, any delays or other supply chain disruption
resulting from these concerns, associated governmental responses,
or a desire to source products, components or materials from other
manufacturers or regions could result in shipping, sales and
installation delays, cancellations, penalty payments, or loss of
revenue and market share, any of which could have a material
adverse effect on our business, results of operations, cash flows,
and financial condition.
Risks
Related to This Offering
You may experience immediate and substantial
dilution.
The
offering price per share in this offering may exceed the net
tangible book value per share of our common stock. Assuming that an
aggregate of 3,736,921 shares of our common stock are sold at a
price of $6.69 per share pursuant to this prospectus, which was the
last reported sale price of our common stock on NASDAQ on October
20, 2021, for aggregate proceeds of $24,175,000 after deducting
commissions and estimated aggregate offering expenses payable by
us, you would experience immediate dilution of $4.96 per share,
representing a difference between our as adjusted net tangible book
value per share as of June 30, 2021 after giving effect to this
offering and the assumed offering price. The exercise of
outstanding stock options may result in further dilution of your
investment. See the section entitled “Dilution” on page S-11 of
this prospectus for a more detailed illustration of the dilution
you would incur if you participate in this offering.
Management will have broad discretion as to the use of the proceeds
from this offering and may not use the proceeds
effectively.
Because
we have not designated the amount of net proceeds from this
offering to be used for any particular purpose, our management will
have broad discretion as to the application of the net proceeds
from this offering and could use them for purposes other than those
contemplated at the time of the offering. Our management may use
the net proceeds for corporate purposes that may not improve our
financial condition or market value.
Future sales of substantial amounts of our common stock, or the
possibility that such sales could occur, could adversely affect the
market price of our common stock.
We
may issue up to $25,000,000 of common stock from time to time in
this offering. The issuance from time to time of shares in this
offering, as well as our ability to issue such shares in this
offering, could have the effect of depressing the market price or
increasing the market price volatility of our common stock. See
“Plan of Distribution” on page S-14 of this prospectus for more
information about the possible adverse effects of our sales under
the sales agreement.
It is not possible to predict the actual number of shares we will
sell under the sales agreement, or the gross proceeds resulting
from those sales.
Subject
to certain limitations in the sales agreement and compliance with
applicable law, we have the discretion to deliver a placement
notice to the sales agent at any time throughout the term of the
sales agreement. The number of shares that are sold through the
sales agent after delivering a placement notice will fluctuate
based on a number of factors, including the market price of the
common stock during the sales period, the limits we set with the
sales agent in any applicable placement notice, and the demand for
our common stock during the sales period. Because the price per
share of each share sold will fluctuate during the sales period, it
is not currently possible to predict the number of shares that will
be sold or the gross proceeds to be raised in connection with those
sales.
The common stock offered hereby will be sold in “at the market
offerings,” and investors who buy shares at different times will
likely pay different prices.
Investors
who purchase shares in this offering at different times will likely
pay different prices, and so may experience different levels of
dilution and different outcomes in their investment results. We
will have discretion, subject to market demand, to vary the timing,
prices, and numbers of shares sold in this offering. In addition,
there is no minimum or maximum sales price for shares to be sold in
this offering. Investors may experience a decline in the value of
the shares they purchase in this offering as a result of sales made
at prices lower than the prices they paid.
NOTE
REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents incorporated by reference into this
prospectus contain certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
or the Securities Act, and Section 21E of the Securities Exchange
Act of 1934, as amended, or the Exchange Act, in reliance upon the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Forward-looking statements include, without
limitation, statements regarding the success, safety and efficacy
of our products, product sales, revenues, development timelines,
product acquisitions, liquidity and capital resources and trends,
and other statements containing forward-looking words, such as,
“believes,” “may,” “could,” “would,” “will,” “expects,” “intends,”
“estimates,” “anticipates,” “plans,” “seeks,” or “continues” or the
negative thereof or variation thereon or similar terminology
(although not all forward-looking statements contain these words).
Such forward-looking statements are based on the beliefs of our
management as well as assumptions made by and information currently
available to our management. Readers should not put undue reliance
on these forward-looking statements. Forward-looking statements are
inherently subject to risks and uncertainties, some of which cannot
be predicted or quantified; therefore, our actual results may
differ materially from those described in any forward-looking
statements. The risks and uncertainties include those noted in our
SEC filings or any applicable prospectus supplement.
We
urge you to consider these factors carefully in evaluating the
forward-looking statements contained in this prospectus and any
prospectus supplement. All subsequent written or oral
forward-looking statements attributable to our company or persons
acting on our behalf are expressly qualified in their entirety by
these cautionary statements. The forward-looking statements
included in this prospectus are made only as of the date of this
prospectus. We undertake no obligation to update publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent that we are
required to do so by law.
USE
OF PROCEEDS
The
amount of proceeds from this offering will depend upon the number
of shares of our common stock sold and the market price at which
they are sold. There can be no assurance that we will be able to
sell any shares under or fully utilize the sales agreement with
Roth Capital Partners.
We
intend to use net proceeds from this offering for general corporate
purposes, including, without limitation, sales and marketing
activities, product development, making acquisitions of assets,
businesses, companies or securities, capital expenditures, and for
working capital needs. We may temporarily invest the net proceeds
in short-term, interest-bearing instruments or other
investment-grade securities. We have not determined the amount of
net proceeds to be used specifically for such purposes. As a
result, management will retain broad discretion over the allocation
of net proceeds.
DILUTION
If
you invest in our common stock, your ownership interest will be
diluted to the extent of the difference between the public offering
price per share and the as-adjusted net tangible book value per
share after this offering. Our net tangible book value of our
common stock on June 30, 2021 was approximately $29,075,000, or
approximately $1.07 per share of common stock based on 27,047,744
shares outstanding. We calculate net tangible book value per share
by dividing the net tangible book value, which is tangible assets
less total liabilities, by the number of outstanding shares of our
common stock.
After
giving effect to the sale of our common stock pursuant to this
prospectus in the aggregate amount of $25,000,000 at an assumed
offering price of $6.69 per share, the last reported sale price of
our common stock on NASDAQ on October 20, 2021, and after deducting
commissions and estimated aggregate offering expenses payable by
us, our net tangible book value as of June 30, 2021 would have been
$53,250,000, or $1.73 per share of common stock. This represents an
immediate increase in the net tangible book value of $0.66 per
share to our existing stockholders and an immediate dilution in net
tangible book value of $4.96 per share to new investors. The
following table illustrates this per share dilution:
|
Assumed
offering price per share |
|
|
|
|
|
$ |
6.69 |
|
| Net
tangible book value per share as of June 30, 2021 |
|
$ |
1.07 |
|
|
|
|
|
| Increase
in net tangible book value per share after this
offering |
|
$ |
0.66 |
|
|
|
|
|
| As-adjusted
net tangible book value per share after this offering |
|
|
|
|
|
$ |
1.73 |
|
| |
|
|
|
|
|
|
|
|
| Dilution
per share to new investors in this offering |
|
|
|
|
|
$ |
4.96 |
|
The
common stock outstanding after the offering is based on 27,047,744
shares of our common stock outstanding as of June 30, 2021 and the
sale of 3,736,921 shares of our common stock at an assumed offering
price of $6.69 per share, the last reported sale price of our
common stock on NASDAQ on October 20, 2021, and excludes the
following:
|
|
● |
329,914
shares of our common stock issuable upon the exercise of options
outstanding as of June 30, 2021, having a weighted average exercise
price of $11.72 per share; and |
| |
|
|
| |
● |
1,290,040
shares of our common stock reserved for future issuance under our
2016 Equity Incentive Plan as of June 30, 2021. |
DIVIDEND
POLICY
We do
not currently anticipate declaring or paying cash dividends on our
capital stock in the foreseeable future. We currently intend to
retain all of our future earnings, if any, to finance the operation
and expansion of our business. Any future determination relating to
our dividend policy will be made at the discretion of our board of
directors and will depend on a number of factors, including future
earnings, capital requirements, future prospects, contractual
restrictions and covenants and other factors that our board of
directors may deem relevant.
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 the registration statement of which this
prospectus is a part.
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 June 30, 2021, there were 27,047,744 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.
Anti-Takeover
Effects of Provisions of Our Certificate of Incorporation, as
amended, 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 October 20, 2021, the last reported sale
price for our common stock on NASDAQ Capital Market was $6.69 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.
PLAN
OF DISTRIBUTION
We
have entered into a sales agreement with Roth Capital Partners on
February 10, 2021, which we filed as an exhibit to our Current
Report on Form 8-K on February 11, 2021 and incorporated by
reference in this prospectus supplement and the accompanying
prospectus. Under the terms of the sales agreement, we may offer
and sell up to $25,000,000 of shares of our common stock under this
prospectus (the “Offering”), from time to time through or to Roth
Capital Partners, as sales agent or principal. Sales of shares of
our common stock, if any, under this prospectus may be made by any
method deemed to be an “at the market offering” as defined in Rule
415 under the Securities Act. We may instruct the sales agent not
to sell common stock if the sales cannot be effected at or above
the price designated by us from time to time. We or the sales agent
may suspend the offering of common stock upon notice and subject to
other conditions.
The
sales agent will offer our common stock subject to the terms and
conditions of the sales agreement as agreed upon by us and the
sales agent. Each time we wish to issue and sell common stock under
the sales agreement, we will notify the sales agent of the number
or dollar value of shares to be issued, the time period during
which such sales are requested to be made, any limitation on the
number of shares that may be sold in one day, any minimum price
below which sales may not be made and other sales parameters as we
deem appropriate. Once we have so instructed the sales agent,
unless the sales agent declines to accept the terms of the notice,
the sales agent has agreed to use its commercially reasonable
efforts consistent with its normal trading and sales practices to
sell such shares up to the amount specified on such terms. The
obligations of the sales agent under the sales agreement to sell
our common stock are subject to a number of conditions that we must
meet.
We
will pay the sales agent commissions for its services in acting as
agent in the sale of our common stock at a commission rate equal to
up to 3.0% of the gross sale price per share sold. We estimate that
the total expenses for the offering, excluding compensation and
reimbursement payable to the sales agent under the sales agreement,
will be approximately $50,000. We have also agreed to reimburse the
sales agent for its reasonable out-of-pocket expenses, including
attorney’s fees, for this Offering, in an amount not to exceed
$35,000.
Settlement
for sales of common stock will occur on the second business day
following the date on which any sales are made, or on some other
date that is agreed upon by us and the sales agent in connection
with a particular transaction, in return for payment of the net
proceeds to us. There is no arrangement for funds to be received in
an escrow, trust or similar arrangement.
In
connection with the sale of the common stock on our behalf, Roth
Capital Partners will be deemed to be an underwriter within the
meaning of the Securities Act, and its compensation as sales agent
will be deemed to be underwriting commissions or discounts. We have
agreed to provide indemnification and contribution to Roth Capital
Partners against certain civil liabilities, including liabilities
under the Securities Act.
The
offering pursuant to the sales agreement will terminate upon the
earlier of (1) the issuance and sale of all shares of our common
stock subject to the sales agreement; and (2) the termination of
the sales agreement as permitted therein.
The
prospectus in electronic format may be made available on websites
maintained by the sales agent. The sales agent and its affiliates
have in the past and may in the future provide various investment
banking and other financial services for us and our affiliates, for
which services it may in the future receive customary fees. To the
extent required by Regulation M, the sales agent will not engage in
any market making activities involving our common stock while the
offering is ongoing under this prospectus supplement. This summary
of the material provisions of the sales agreement does not purport
to be a complete statement of its terms and conditions. A copy of
the sales agreement is filed as an exhibit to the registration
statement of which this prospectus forms a part and is incorporated
by reference in this prospectus.
LEGAL
MATTERS
Certain
legal matters will be passed upon for us by Stradling Yocca Carlson
& Rauth, P.C., Newport Beach, California. Certain legal matters
will be passed upon for Roth Capital Partners by Duane Morris LLP,
New York, New York.
EXPERTS
The
consolidated financial statements incorporated in this prospectus
by reference from our Annual Report on Form 10-K for the year ended
December 31, 2020 have been audited by KMJ Corbin & Company
LLP, an independent registered public accounting firm, as stated in
their report, which is incorporated herein by reference. The
consolidated financial statements incorporated in this prospectus
by reference from our Annual Report on Form 10-K for the year ended
December 31, 2019 have been audited by Liggett & Webb, P.A., an
independent registered public accounting firm, as stated in their
report, which is incorporated herein by reference. Such
consolidated financial statements have been so incorporated in
reliance upon the reports of such firms given upon their authority
as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus supplement and the accompanying prospectus form part of
a registration statement on Form S-3 that we filed with the SEC.
This prospectus supplement and the accompanying prospectus do not
contain all of the information set forth in the registration
statement and the exhibits to the registration statement or the
documents incorporated by reference herein and therein. For further
information with respect to us and the securities that we are
offering under this prospectus supplement, we refer you to the
registration statement and the exhibits and schedules filed as a
part of the registration statement and the documents incorporated
by reference herein and therein. You should rely only on the
information contained in this prospectus supplement or the
accompanying prospectus or incorporated by reference herein or
therein. We have not authorized anyone else to provide you with
different information. We are not making an offer of these
securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus is
accurate as of any date other than the date on the front page of
this prospectus supplement, regardless of the time of delivery of
this prospectus supplement or any sale of the securities offered
hereby.
We
file annual, quarterly and other reports, proxy and information
statements and other information with the Securities and Exchange
Commission. The SEC maintains a website that contains reports,
proxy statements and other information regarding us. The address of
the SEC website is www.sec.gov. We maintain a website at
www.sunworksusa.com. Information contained on our website is not
incorporated into this prospectus supplement and you should not
consider information contained on our website to be part of this
prospectus supplement.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
This
prospectus is part of a registration statement on Form S-3 filed by
us with the SEC. This prospectus does not contain all of the
information set forth in the registration statement, certain parts
of which are omitted in accordance with the rules and regulations
of the SEC. For further information about us and the securities
offered by this prospectus, we refer you to the registration
statement and its exhibits and schedules which may be obtained as
described herein.
The
SEC allows us to “incorporate by reference” information into this
prospectus. This means that we can disclose important information
about us and our financial condition to you by referring you to
another document filed separately with the SEC. The information
incorporated by reference is considered to be part of this
prospectus. This prospectus incorporates by reference the documents
listed below that we have previously filed with the SEC:
|
|
● |
Our
Annual Report on Form 10-K for the fiscal year ended December 31,
2020, as filed with the SEC on March 26, 2021; |
| |
|
|
| |
● |
Our
Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2021, as filed with the SEC on May 14, 2021, and our Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 2021, as
filed with the SEC on August 13, 2021; |
| |
|
|
| |
● |
Our
Current Reports on Form 8-K (other than information furnished
rather than filed), as filed with the SEC on January 13, 2021,
February 11, 2021, April 8, 2021 (as amended on June 7, 2021),
April 19, 2021, April 29, 2021, May 21, 2021, June 3, 2021, June
22, 2021, October 7, 2021, October 21, 2021 and; |
| |
|
|
| |
● |
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. |
We
also incorporate by reference into this prospectus all documents
filed by us with the SEC pursuant to Sections 12(a), 13(c), 14 or
15(d) of the Exchange Act prior to the termination of any offering
of securities made by this prospectus, including all such documents
we may file with the SEC after the date of the initial registration
statement and prior to the effectiveness of the registration
statement. Nothing in this prospectus shall be deemed to
incorporate information furnished but not filed with the SEC
(including without limitation, information furnished under Item
2.02 or Item 7.01 of Form 8-K, and any exhibits relating to such
information).
Any
statement contained in this prospectus or in a document
incorporated or deemed to be incorporated by reference in this
prospectus shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement
contained herein or in the applicable prospectus supplement or in
any other subsequently filed document which also is or is deemed to
be incorporated by reference modifies or supersedes the statement.
Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
prospectus.
You
may request a copy of the filings incorporated herein by reference,
including exhibits to such documents that are specifically
incorporated by reference, at no cost, by writing or calling us at
the following address or telephone number:
Gaylon
Morris
Chief
Executive Officer
Sunworks,
Inc.
1555
Freedom Blvd.
Provo,
Utah, 84604
(385)
497-6955
Statements
contained in this prospectus as to the contents of any contract or
other documents are not necessarily complete, and in each instance
investors are referred to the copy of the contract or other
document filed as an exhibit to the registration statement, each
such statement being qualified in all respects by such reference
and the exhibits and schedules thereto.
$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 February 3, 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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any
other specific terms, preferences, rights or limitations of, or
restrictions on, the preferred stock. |
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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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. |
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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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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other terms of the units and their securities. |
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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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;
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to purchasers, through a specific bidding or auction process or
otherwise. |
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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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;
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any
securities exchanges on which such securities may be
listed. |
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. |
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. |
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.
$25,000,000
SUNWORKS,
INC.
Common
Stock
PROSPECTUS
SUPPLEMENT
Roth
Capital Partners
October
21, 2021
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