UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 3, 2021 (June 2, 2021)


ISUN, INC.
(Exact name of registrant as specified in its charter)

Delaware
001-37707
47-2150172
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)

400 Avenue D, Suite 10, Williston, Vermont 05495
(Address of Principal Executive Offices) (Zip Code)

(802) 658-3378
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.0001 par value per share
 
ISUN
 
NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Director

On June 2, 2021, Mr. Daniel Dus resigned from his position as a Member of the Board of Directors (the “Board”) of iSun, Inc. (the “Company”).

Election of New Director

On June 2, 2021, the Board of the Company appointed Mr. Andrew Matthy as a member of the Board, effective June 2, 2021. The Board determined that Ms. Matthy qualifies as “independent” in accordance with the published listing requirements of Nasdaq. Mr. Matthy has been appointed to the Company’s Compensation Committee and Audit Committee, and will serve as chair of the Company’s Nominating/Corporate Governance Committee.

Mr. Matthy has 17 years of experience in executive search covering renewable energy, decarbonization of corporates, transportation of electrification, and digital solutions. Currently, he is a Partner at Cipactil Partners and Enertech Search, where he is disrupting the executive search model and scaling platforms within private equity and venture capital-backed portfolios of companies. Previously, Mr. Matthy spent six years with Hobbs & Towne, working with high-profile clients - such as Brookfield Renewables and EDF Renewables, along with startups such as Chargepoint and Edison Energy - focusing on the intersection of energy and technology. His earlier career included eight years of recruiting with Ajilon Finance and as an independent consultant, focusing on staffing for corporate accounting.

Mr. Matthy will receive the standard compensation amounts payable to non-employee directors of the Board. Pursuant to these arrangements, commencing in June 2021, Mr. Matthy will be paid (i) an annual retainer in the amount of $36,000 for Board membership, inclusive of all Board meetings and committee meetings; (ii) an annual retainer in the amount of $5,000 for service as chair of the Nominating and Corporate Governance Committee; and (iii) a one-time grant of three thousand restricted shares of iSun Common Stock to vest proportionally over his term.

Item 9.01.
Financial Statement and Exhibits.

(d) Exhibits

Number
 
Description
     
 
Press Release dated June 2, 2021 regarding the appointment of Andrew Matthy to the Board

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 3, 2021

 
iSun, Inc.
     
 
By:
/s/ Jeffrey Peck
 
Name:
Jeffrey Peck
 
Title:
Chief Executive Officer


Exhibit 99.1


Andy Matthy Joins iSun, Inc’s Independent Board of Directors

Cleantech and corporate structuring expert brings key experience to facilitate company’s growth

Burlington, VT, June 2, 2021 – (BUSINESS NEWSWIRE) iSun, Inc. (Nasdaq: ISUN) (“ISUN” or the “Company”), a leading solar energy and clean mobility infrastructure company with 50 years of construction experience in solar, electrical and data services, announced today that Andy Matthy, Managing Partner at Cipactil, will replace Daniel Dus on the company’s Independent Board of Directors effective June 2nd. Andy is a long-time industry expert, renewable energy industry executive recruiter and corporate financer who has focused his career on supporting the rapid growth of companies in the sector for almost a decade.

Jeffrey Peck, iSun’s Chief Executive Officer, commented, “Andy brings important experience with high-growth companies, and a history of accessing both talent and capital in the renewable energy industry at a key time in iSun’s growth trajectory. Having helped build companies in solar, energy storage and e-mobility from scratch, and during times of rapid expansion, Andy has had a unique perspective in how to structure effective organizations in our core business areas. We look forward to Andy’s contributions to our Board as we continue to execute on the growth of iSun.”

Mr. Matthy previously served as Vice President at Hobbs & Towne, one of the first executive search firms to ever focus on cleantech. In this role he placed senior executives in many of the leading industry platforms, often building entire teams to facilitate new market entry. Starting his career off at Iron Mountain, Andy has almost twenty years of building teams for leading finance and renewable energy firms, advising on strategy, compensation, capital structuring and more.

Andy commented, “We are seeing unprecedented growth in cleantech firms across the spectrum, and access to high quality human resources and right-fit corporate partnerships are increasingly important to facilitate this ongoing expansion. iSun is uniquely positioned to benefit from these growing markets following its SPAC acquisition in 2019 and given its almost 50-year history of executing extremely complex projects. I’m very excited about the next few years, for the market broadly, and iSun especially.”


ABOUT iSun
Headquartered in Williston, VT, iSun, Inc. (NASDAQ: ISUN) is a business rooted in values that align people, purpose, innovation, and sustainability. Ranked by Solar Power World as one of the leading commercial solar contractors in the United States, iSun provides solar energy and clean mobility infrastructure to customers for projects from smart solar mobile phone and electric vehicle charging, to large utility renewable energy solutions. Since entering the renewable energy market in 2012, iSun has installed over 400 megawatts of rooftop, ground mount and EV carport solar systems (equal to power required for 76,000 homes). We continue to focus on profitable growth opportunities. For more information, visit www.isunenergy.com.

FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) iSun’s plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts; and (ii) other statements identified by words such as “expects” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “targets,” “projects,” or words of similar meaning generally intended to identify forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of the respective management of iSun and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of iSun. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements because of possible uncertainties.

IR Contact: IR@isunenergy.com