Delaware
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001-37707
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47-2150172
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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400 Avenue D, Suite 10, Williston, Vermont 05495
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(Address of Principal Executive Offices) (Zip Code)
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(802) 658-3378
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(Registrant’s telephone number, including area code)
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(Former name or former address, if changed since last report)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value per share
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ISUN
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Nasdaq Capital Market
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Item 1.01. |
Entry into a Material Definitive Agreement.
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Item 8.01. |
Other Events.
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Assignment Agreement by and among Adani Solar USA, Inc., Oakwood Construction Services, Inc. and iSun Utility, LLC, dated April 6, 2021
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Press Release of iSun, Inc., dated April 6, 2021.
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iSun, Inc.
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By:
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/s/ Jeffrey Peck
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Name:
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Jeffrey Peck
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Title:
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Chief Executive Officer
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1. |
Assignment and Purchase Price.
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A. |
ASSIGNOR, subject to the payment of one million dollars ($1,000,000) to ASU on or before April 5, 2021 (the “OAKWOOD IP PAYMENT #1”), does hereby agree to convey, transfer and assign to
ASSIGNEE, free and clear of any and all liens, claims and encumbrances, all of ASSIGNOR’s, respective, right, title and interest in and to the IP (as defined in Section 2 below) owned by ASU and currently being used by OAKWOOD, including
all tangible evidence of such IP, and ASSIGNEE hereby accepts assignment of such IP, including all such tangible evidence, on the terms and conditions specified herein. The delivery of the IP is hereby constructively made to ISUN as of the
date hereof, for the benefit of ISUN and its successors and permitted assigns.
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B. |
ASSIGNOR does hereby agree to convey, transfer and assign all of its rights title and interest in and to the HARTSEL PROJECT (defined below), and ASSIGNEE, does hereby agree to acquire the HARTSEL PROJECT, subject to the following terms:
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i.
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In association with the assignment of the HARTSEL PROJECT, ASU and ISUN, and/or their respective affiliate, will enter into and execute definitive agreements for the assignment of all of the membership
interests of Hartsel Solar, LLC, including, but not limited to execution of a Membership Interest Purchase Agreement (“MIPA”) with terms and conditions commensurate with such transaction, substantially in the form attached hereto as EXHIBIT A, but expressly upon ASU’s and ISUN’s respective acknowledgement and agreement of a purchase and sale price of one dollar ($1), and assignment, including, but not limited to, those certain:
(i) Hartsel Solar, LLC Power Purchase Agreement (“PPA”), (ii) land agreements, (iii) Interconnection rights, and (iv) DeltaStar transformer;
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ii. |
Within two (2) business days of both: (a) execution of the MIPA and (b) approval of the assignment of the PPA by the Public Service Company of Colorado (Xcel), ISUN will: (1) pay to ASU seven hundred and eight thousand dollars ($708,000) (“OAKWOOD IP PAYMENT #2”) and (2) replace ADANI’s Letter of Credit under the PPA, securing the HARTSEL PROJECT;
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iii. |
Further, following execution of the MIPA and conditioned upon the HARTSEL PROJECT achieving the successful issuance of building permits (for which ISUN agrees to provide immediate, i.e. within thirty-six (36)
hours of ISUN becoming aware or being put on notice of such achievement, notice to ASU pursuant to Section 8, below), ISUN will pay to ASU, within two (2) business days of such achievement, an additional one
million dollars ($1,000,000) (“OAKWOOD IP PAYMENT #3”), such payment to be referenced under the MIPA as the “HARTSEL SUCCESS PAYMENT”;
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iv. |
Also, ASU and ISUN each acknowledge and agree that under the MIPA all development expenses incurred by HARTSEL SOLAR, LLC prior to the execution date of the MIPA will be borne by ADANI, but all development
expenses incurred by HARTSEL SOLAR, LLC after the execution date of the MIPA will be borne by ISUN.
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2.
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Intellectual Property. The intellectual property assigned under this Agreement is the following (collectively, the “IP”):
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A. |
all prior work, operating history and project references, client lists, inventions, ideas, concepts, processes, data, programs, know-how, trade secrets, improvements, discoveries, developments and techniques relating to the business of
OAKWOOD, including, but not limited to, the development and project of Hartsel Solar LLC, a wholly-owned subsidiary of ASU (the “HARTSEL PROJECT”);
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B. |
all trademarks, logos, designs, artwork and other copyrightable work relating to the business of OAKWOOD, websites, URLs, social media accounts, together with the goodwill of the business connected with the use of and symbolized thereby
and all renewals thereof;
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C. |
all rights of any kind whatsoever of accruing under any of the foregoing provided by applicable law of any jurisdiction, by international treaties and conventions and otherwise throughout the world;
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To ASU:
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1125 Executive Circle, Suite #130
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Irving, TX 75038
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sudipta.bhattacharya@adani.com
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To OAKWOOD:
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1125 Executive Circle, Suite #130
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Irving, TX 75038
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sudipta.bhattacharya@adani.com
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To ISUN:
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400 Avenue D, Suite 10
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Williston, VT 05495
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jeff@isunenergy.com
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ADANI SOLAR USA INC.
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By:
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/s/ Sudipta Bhattacharya | ||
Name: Sudipta Bhattacharya
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Title: President and CEO
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OAKWOOD CONSTRUCTION SERVICES INC.
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By:
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/s/ Sudipta Bhattacharya | ||
Name: Sudipta Bhattacharya
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Title: Authorized Representative
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ISUN UTILITY, LLC
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By: iSun, Inc., Member
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By:
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/s/ Jeffrey Peck
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Name: Jeffrey Peck
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Title: President and CEO
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1. |
Engineering, Procurement and Construction Agreement, by and between Midlands Solar LLC and Oakwood Construction Services, Inc., dated as of March 11, 2019, as amended.
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2. |
Engineering, Procurement and Construction Agreement, by and between Sigurd Solar LLC and Oakwood Construction Services, Inc., dated as of November 19, 2019, as amended.
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• |
Provides iSun entry into the rapidly growing and underserved utility-scale solar EPC market and continues geographic expansion strategy; OCS has contracted projects in South
Carolina, Utah, and Colorado
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There is roughly $69 billion of utility-scale solar assets to be built in the US already under executed power purchase agreements
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Consistent with iSun’s core competencies in self-performed solar construction services
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Allows iSun to enter the underserved build-transfer solar projects market, where it will develop, build and sell large projects directly to utility clients
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