{"url_path":"/sec/sune/8-k/2026-06-08/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-08","source_url":"https://www.sec.gov/Archives/edgar/data/22701/0001213900-26-066011-index.html","accession_number":"0001213900-26-066011","cik":"0000022701","ticker":"SUNE","issuer_name":"SUNation Energy, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/22701/0001213900-26-066011-index.html","primary_entity_key":"0000022701","primary_entity_name":"SUNation Energy, Inc."},"word_count":1397,"has_tables":true,"body_markdown":"**Item 1.01.\nEntry into a Material Definitive Agreement.**\n\n** **\n\n**Merger Agreement**\n\n \n\nOn June 5, 2026, SUNation Energy, Inc., a Delaware\ncorporation (“SUNation”), SUNation Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of SUNation (“Merger\nSub”), and Suniva, Inc., a Delaware corporation (“Suniva”), entered into an Agreement and Plan of Merger (the “Merger\nAgreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the\nMerger Agreement, Merger Sub will merge with and into Suniva, with Suniva continuing as a wholly owned subsidiary of SUNation and the\nsurviving corporation of the merger (the “Merger”). The Merger is intended to qualify for federal income tax purposes as a\ntax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended.\n\n \n\nSubject to the terms and conditions of the Merger\nAgreement, at the effective time of the Merger (the “Effective Time”): (a) each then-outstanding share of Suniva capital stock\n(including shares of Suniva common stock and shares of Suniva preferred stock) will be converted into the right to receive a number of\nshares of SUNation common stock calculated in accordance with the Merger Agreement (the “Exchange Ratio”); (b) each then-outstanding\nSuniva warrant will be cancelled at the Effective Time, with each warrantholder entitled to receive for each warrant share a number of\nshares of SUNation common stock equal to the Exchange Ratio, taking into account the per share exercise price of the warrant; and (c)\neach then-outstanding Suniva restricted stock unit will be fully vested and converted into shares of SUNation common stock at the Exchange\nRatio.\n\n \n\nUnder the Exchange Ratio in the Merger Agreement,\nupon the closing of the Merger, on a pro forma basis and based upon the number of shares of SUNation common stock expected to be issued\nin the Merger, pre-Merger Suniva stockholders are expected to own approximately 98.2% of the combined company and pre-Merger SUNation\nstockholders are expected to own approximately 1.8% of the combined company. The percentage of the combined company that each party’s\nstockholders will own following the closing is subject to adjustments as described in the Merger Agreement for the amount of SUNation’s\nnet cash at closing relative to a specified target.\n\n \n\nFor purposes of calculating the Merger Consideration,\n(a) shares of SUNation common stock underlying SUNation stock options, warrants and other rights to receive shares outstanding as of immediately\nprior to the closing of the Merger will be deemed to be outstanding, (b) shares of SUNation common stock issuable upon the settlement\nof SUNation restricted stock units (excluding performance-based restricted stock units for which the performance condition has not been\nmet) will be deemed to be outstanding, and (c) all shares of Suniva common stock underlying outstanding Suniva stock options, Suniva\nrestricted stock units and Suniva warrants will be deemed to be outstanding.\n\n \n\nIn connection with the Merger, SUNation will\nseek the approval of its stockholders of, among other things, (a) the issuance of shares of SUNation common stock in connection\nwith the Merger on the terms and conditions set forth in the Merger Agreement, (b) if Suniva deems it advisable, an amendment and\nrestatement of SUNation’s amended certificate of incorporation, (c) if deemed necessary by SUNation and Suniva, an amendment\nto SUNation’s amended certificate of incorporation to effect a reverse stock split of all outstanding shares of\nSUNation’s common stock, (d) the conversion of certain secured insider debt to SUNation common stock, and (e) an increase\nin the number of shares of SUNation common stock reserved for issuance under the existing SUNation equity incentive plan of no less\nthan 5% of the projected total post-Merger number of outstanding shares of SUNation common stock. To the extent necessary or deemed\nappropriate, additional proposals may be added by the SUNation board of directors, which will be included in any prospectus/proxy statement\nrelating to the special meeting of stockholders.\n\n \n\n1\n\n \n\n \n\nEach of SUNation and Suniva has agreed to customary\nrepresentations, warranties and covenants in the Merger Agreement, including, among others, covenants relating to (a) using commercially\nreasonable efforts to obtain the requisite approval of its stockholders, (b) non-solicitation of alternative acquisition\nproposals, (c) the conduct of their respective businesses during the period between the date of signing the Merger Agreement and\nthe closing of the Merger, (d) SUNation using commercially reasonable efforts to maintain the existing listing of SUNation common\nstock on The Nasdaq Capital Market and cause the shares of SUNation common stock to be issued in connection with the Merger to be approved\nfor listing on The Nasdaq Capital Market prior to the closing of the Merger and (e) SUNation filing with the U.S. Securities and\nExchange Commission (the “SEC”) and causing to become effective a registration statement to register the shares of SUNation\ncommon stock to be issued in connection with the Merger (the “Registration Statement”).\n\n \n\nConsummation of the Merger is subject to certain\nclosing conditions, including, among other things, (a) approval by SUNation stockholders of the matters being put to their vote,\n(b) approval by the requisite Suniva stockholders of the adoption and approval of the Merger Agreement and the transactions contemplated\nthereby, (c) Nasdaq’s approval of the listing of the shares of SUNation common stock to be issued in connection with the Merger,\n(d) the effectiveness of the Registration Statement, and (e) SUNation’s net cash not being less than negative $1,500,000. Each\nparty’s obligation to consummate the Merger is also subject to other specified customary conditions, including regarding the accuracy\nof the representations and warranties of the other party, subject to the applicable materiality standard, and the performance in all material\nrespects by the other party of its obligations under the Merger Agreement required to be performed on or prior to the date of the closing\nof the Merger.\n\n \n\nThe Merger Agreement contains customary termination\nrights of each of SUNation and Suniva. Upon termination of the Merger Agreement under specified circumstances, SUNation may be required\nto pay Suniva a termination fee of $1,000,000, and Suniva may be required to pay SUNation a termination fee of $1,000,000. The Merger\nAgreement may be terminated if the Merger has not been consummated on or before January 30, 2027, subject to a potential sixty (60)-day\nextension in certain circumstances as set forth in the Merger Agreement.\n\n \n\nAt the Effective Time, the Board of Directors\nof SUNation is expected to consist of five members, all of whom will be designated by Suniva.\n\n** **\n\n**Voting Agreements**\n\n \n\nConcurrently with the execution of the Merger\nAgreement, certain key stockholders of SUNation (solely in their respective capacities as SUNation stockholders) holding approximately\n10.4% of the outstanding shares of SUNation capital stock have entered into voting agreements with SUNation and Suniva to vote all of\ntheir shares of SUNation capital stock in favor of the adoption and approval of the Merger Agreement and the transactions contemplated\nthereby (the “Voting Agreements”).\n\n \n\nThe preceding summaries of the Merger Agreement\nand the Voting Agreement do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement and the\nform of Voting Agreement, which are filed as Exhibits 2.1 and 10.1, respectively, to this Current Report on Form 8-K and which\nare incorporated herein by reference. The Merger Agreement has been attached as an exhibit to this Current Report on Form 8-K to\nprovide investors and securityholders with information regarding its terms. It is not intended to provide any other factual information\nabout SUNation or Suniva or to modify or supplement any factual disclosures about SUNation in its public reports filed with the SEC. The\nMerger Agreement includes representations, warranties and covenants of SUNation, Suniva and Merger Sub made solely for the purpose of\nthe Merger Agreement and solely for the benefit of the parties thereto in connection with the negotiated terms of the Merger Agreement.\nInvestors should not rely on the representations, warranties and covenants in the Merger Agreement or any descriptions thereof as characterizations\nof the actual state of facts or conditions of SUNation, Suniva or any of their respective affiliates. Moreover, certain of those representations\nand warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different\nfrom those generally applicable to SEC filings or may have been used for purposes of allocating risk among the parties to the Merger Agreement,\nrather than establishing matters of fact."}