{"url_path":"/sec/sune/8-k/2026-06-08/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation FD Disclosure.**","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":1882,"has_tables":true,"body_markdown":"**Item 7.01.\nRegulation FD Disclosure.**\n\n \n\nOn June 8, 2026, SUNation and Suniva issued a\njoint press release announcing the execution of the Merger Agreement. The press release is furnished as Exhibit 99.1 to this Current Report\non Form 8-K and incorporated herein by reference, except that the information contained on the websites referenced in the press\nrelease is not incorporated herein by reference.\n\n \n\n2\n\n \n\n \n\nThe information in this Item 7.01, including Exhibit\n99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,\nas amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated\nby reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.\n\n** **\n\n**Forward-Looking Statements**\n\n \n\nThis Current Report on Form 8-K and\nthe exhibits filed or furnished herewith contain forward-looking statements (including within the meaning of Section 21E of the Securities\nExchange Act of 1934, as amended, and Section 27A of the Securities Act) concerning Suniva, SUNation, the proposed transactions and\nother matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations\nor financial condition, or otherwise, based on current expectations and beliefs of the management of SUNation and Suniva, as well as assumptions\nmade by, and information currently available to, management of SUNation and Suniva. Forward-looking statements generally include statements\nthat are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,”\n“should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,”\n“estimate,” “project,” “intend,” and other similar expressions or the negative or plural of these\nwords, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements\ncontain these words. Statements that are not historical facts are forward-looking statements.\n\n \n\nForward-looking statements in this report include,\nbut are not limited to, expectations regarding the proposed Merger; the potential benefits and results of the Merger and transactions\ncontemplated thereby; the sufficiency of the combined company’s capital resources; the expected timing of the closing of the proposed\ntransactions, including any financing and/or capital transactions as may be necessary to fund operational expansion and consummation of\nmaterial operational matters; statements regarding the potential and timing of, and expectations regarding, Suniva’s energy development,\nsolar cell technology, manufacturing capabilities, production or capacity, ability to continue its resurgence and maintenance of its manufacturing\nfacilities, as well as the consummation of Suniva’s intended facility expansion and anticipated revenue opportunities; any statements\nby SUNation’s Chief Executive Officer; and statements by Suniva’s Chief Executive Officer. Forward-looking statements are\nbased on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance.\n\n \n\nActual results could differ materially from those\ncontained in any forward-looking statement as a result of various factors, including, without limitation: the risk that the proposed Merger\nmay not be completed on the anticipated timeline or at all; the failure to obtain required stockholder approvals, SEC effectiveness of\nthe Form S-4 registration statement, or Nasdaq listing approval; the parties’ ability to satisfy the conditions to closing and to\nclose expected financing; risks relating to constructing, equipping, permitting and ramping up the Laurens facility on time and on budget;\nthe ability to convert offtake agreements into realized revenue; competition, tariffs, trade actions and changes in tax incentives, including\nthe Section 45X advanced manufacturing production credit; technology, supply-chain and execution risks; the accuracy of third-party market\ndata and forecasts; the operating history of Suniva; potential net losses incurred as a result of the current expansion-stage nature of\nSuniva, as well as net losses carried forward from SUNation’s longstanding business operations; the ability to raise additional\ncapital; the ability of Suniva to execute on its business plans and for the combined companies to integrate SUNation’s solar installation\nsystems into Suniva’s solar cell manufacturing operations; the effects of the One Big Beautiful Act of 2025 on the residential\nsolar industry, which has had a material negative impact on residential solar installations since the January 2026 effectiveness thereof;\nSuniva’s limited experience in operating a public company; the substantial competition Suniva faces in developing and selling its\nsolar cell development products; the ability to attract, hire, and retain skilled executive officers and employees; the ability of SUNation\nor Suniva to protect their respective intellectual property and proprietary technologies; reliance on third parties, contract manufacturers,\nand contract research organizations; uncertainties as to the timing of the consummation of the proposed transactions and the ability of\neach of the parties to consummate the proposed transactions; risks related to SUNation’s continued listing on Nasdaq until the closing\nof the proposed transactions; risks related to SUNation’s and Suniva’s ability to correctly estimate their respective operating\nexpenses and expenses associated with the proposed transactions, as well as uncertainties regarding the impact any delay in the closing\nwould have on the anticipated cash resources of the combined company upon closing and other events and unanticipated spending and costs\nthat could reduce the combined company’s cash resources; the occurrence of any event, change or other circumstance or condition\nthat could give rise to the termination of the Merger Agreement; competitive responses to the proposed transactions; unexpected costs,\ncharges or expenses resulting from the proposed transactions; the outcome of any legal proceedings that may be instituted against SUNation,\nSuniva or any of their respective directors or officers related to the Merger or the proposed transactions contemplated thereby; potential\nadverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transactions; the\neffect of the announcement or pendency of the transactions on SUNation’s or Suniva’s business relationships, operating results\nand business generally; compliance with and qualification for initial listing on Nasdaq related to the expected trading of the combined\ncompany’s stock on Nasdaq and the combined company’s ability to remain listed following the proposed transactions; the risk\nthat, as a result of adjustments to the Exchange Ratio as set forth in the Merger Agreement, SUNation’s stockholders and Suniva’s\nstockholders could own more or less of the combined company than is currently anticipated; risks related to the market price of SUNation\ncommon stock relative to the Exchange Ratio; legislative, regulatory, political and economic developments and general market conditions,\nincluding those surrounding the viability of residential solar businesses following the loss of federal tax credits beginning in January\n2026; and the other risks described in SUNation’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current\nReports on Form 8-K filed with the SEC, the registration statement on Form S-4 to be filed with the SEC by SUNation, as well as risk factors\nassociated with companies, such as Suniva, that operate in the energy and manufacturing industry.\n\n \n\n3\n\n \n\n \n\nNothing in this Current Report on Form 8-K should\nbe regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that the contemplated\nresults of any such forward-looking statements will be achieved. Forward-looking statements in this Current Report on Form 8-K speak only\nas of the day they are made and are qualified in their entirety by reference to the cautionary statements herein. Except as required by\napplicable law, SUNation and Suniva undertake no obligation to revise or update any forward-looking statement, or to make any other forward-looking\nstatements, whether as a result of new information, future events or otherwise. This Current Report on Form 8-K does not purport to summarize\nall of the conditions, risks and other attributes of an investment in SUNation or Suniva.\n\n** **\n\n**No Offer or Solicitation**\n\n \n\nThis Current Report on Form 8-K and\nthe exhibits filed or furnished herewith are not intended to and do not constitute (i) a solicitation of a proxy, consent or approval\nwith respect to any securities or in respect of the proposed transaction or (ii) an offer to sell or the solicitation of an offer\nto subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed transaction or otherwise,\nnor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities\nshall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Subject to certain\nexceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or\nindirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the\nmails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate\nor foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.\n\n \n\nNEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION\nHAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS CURRENT REPORT ON FORM 8-K AND THE EXHIBITS FILED OR FURNISHED\nHEREWITH ARE TRUTHFUL OR COMPLETE.\n\n** **\n\n**Important Additional Information About the\nProposed Transaction Will be Filed with the SEC**\n\n \n\nThis Current Report on Form 8-K and\nthe exhibits filed or furnished herewith are not substitutes for the registration statement or for any other document that SUNation may\nfile with the SEC in connection with the proposed transaction. In connection with the proposed transaction between SUNation and Suniva,\nSUNation intends to file relevant materials with the SEC, including a registration statement on Form S-4 that will contain a\nproxy statement/prospectus of SUNation. SUNATION URGES INVESTORS AND STOCKHOLDERS TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS\nAND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS, SUPPLEMENTS OR DOCUMENTS INCORPORATED BY REFERENCE\nIN OR TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION\nABOUT SUNATION, SUNIVA, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of\nthe proxy statement/prospectus and other documents filed by SUNation with the SEC (when they become available) through the website maintained\nby the SEC at www.sec.gov. In addition, investors and stockholders should note that SUNation communicates with investors and the public\nusing its website (www.sunation.com) and the investor relations website (ir.sunation.com) where anyone will be able to obtain free copies\nof the proxy statement/prospectus and other documents filed by SUNation with the SEC and stockholders are urged to read the proxy statement/prospectus\nand the other relevant materials when they become available before making any voting or investment decision with respect to the proposed\ntransaction.\n\n** **\n\n****\n\n4\n\n \n\n** **\n\n**Participants in the Solicitation**\n\n \n\nSUNation, Suniva and their respective directors\nand executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information\nabout SUNation’s directors and executive officers is included in SUNation’s most recent Annual Report on Form 10-K, including\nany information incorporated therein by reference, as filed with the SEC. Additional information regarding the persons who may be deemed\nparticipants in the solicitation of proxies will be included in the proxy statement/prospectus relating to the proposed transaction when\nit is filed with the SEC. These documents can be obtained free of charge from the sources indicated above."}