☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
47-2150172
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
|
400 Avenue D, Suite 10
Williston, Vermont
|
|
05495
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
||
Common Stock, $0.0001 par value
|
ISUN
|
Nasdaq Capital Market
|
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☐ |
Non-accelerated filer
|
|
☒
|
|
Smaller reporting company
|
|
☒
|
|
|
Emerging growth company
|
|
☒
|
Part I. Financial Information
|
||
Item 1. Financial Statements
|
3
|
|
3
|
||
4
|
||
5
|
||
7
|
||
8
|
||
28
|
||
28
|
||
28
|
||
29
|
||
31
|
||
36
|
||
|
||
36
|
||
37
|
||
37
|
||
37
|
||
37
|
||
37
|
||
37
|
||
37
|
||
37
|
||
37 | ||
37
|
||
37
|
||
38
|
||
44
|
|
September 30, 2021
|
|
December 31, 2020
(Restated)
|
|||||
Assets
|
|
|||||||
Current Assets:
|
|
|||||||
Cash
|
$
|
27,460,078
|
|
$
|
699,154
|
|||
Accounts receivable, net of allowance
|
5,528,020
|
|
6,215,957
|
|||||
Inventory
|
1,534,859
|
-
|
||||||
Costs and estimated earnings in excess of billings
|
3,350,251
|
|
1,354,602
|
|||||
Other current assets
|
292,276
|
|
214,963
|
|||||
Total current assets
|
38,165,484
|
|
8,484,676
|
|||||
Property and Equipment, net of accumulated depreciation
|
6,371,351
|
6,119,800
|
||||||
Captive insurance investment
|
233,487
|
|
198,105
|
|||||
Intangible assets, net of amortization
|
3,856,681
|
-
|
||||||
Investments
|
7,520,496
|
4,820,496
|
||||||
Deferred tax asset
|
448,914
|
-
|
||||||
|
18,430,929
|
|
11,138,401
|
|||||
Total assets
|
$
|
56,596,413
|
|
$
|
19,623,077
|
|||
Liabilities and Stockholders’ Equity
|
|
|||||||
Current Liabilities:
|
|
|||||||
Accounts payable, includes bank overdraft of $0
and $1,246,437 at September 30, 2021 and December 31, 2020, respectively
|
$
|
3,407,320
|
|
$
|
4,086,173
|
|||
Accrued expenses
|
102,351
|
|
172,021
|
|||||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
1,652,106
|
|
1,140,125
|
|||||
Due to stockholders
|
-
|
|
24,315
|
|||||
Line of credit
|
2,080,671
|
|
2,482,127
|
|||||
Current portion of deferred compensation
|
28,656
|
|
28,656
|
|||||
Current portion of long-term debt
|
316,875
|
|
308,394
|
|||||
Total current liabilities
|
7,587,979
|
|
8,241,811
|
|||||
Long-term liabilities:
|
|
|
|
|||||
Deferred compensation, net of current portion
|
39,280
|
|
62,531
|
|||||
Deferred tax liability
|
-
|
|
610,558
|
|||||
Warrant liability
|
180,600
|
1,124,411
|
||||||
Long-term debt, net of current portion
|
11,624,939
|
|
1,701,495
|
|||||
Total liabilities
|
19,432,798
|
|
11,740,806
|
|||||
Commitments and Contingencies (Note 9)
|
||||||||
Stockholders’ equity:
|
|
|
|
|||||
Preferred stock – 0.0001 par value 1,000,000 shares authorized, 0
and 200,000 issued and outstanding at September 30, 2021 and December 31, 2020, respectively
|
-
|
|
20
|
|||||
Common stock – 0.0001 par value 49,000,000 shares authorized, 9,103,433 and 5,313,268 issued and outstanding as of September 30, 2021
and December 31, 2020, respectively
|
910
|
|
531
|
|||||
Additional paid-in capital
|
37,021,586
|
|
2,577,359
|
|||||
Retained earnings
|
141,119
|
|
5,304,361
|
|||||
Total Stockholders’ equity
|
37,163,615
|
|
7,882,271
|
|||||
Total liabilities and stockholders’ equity
|
$
|
56,596,413
|
|
$
|
19,623,077
|
|
Three Months ended
|
Nine Months ended
|
||||||||||||||
|
September 30,
|
September 30,
|
||||||||||||||
|
2021
|
2020 (restated)
|
2021
|
2020 (restated)
|
||||||||||||
|
||||||||||||||||
Earned revenue
|
$
|
6,678,975
|
$
|
4,966,026
|
$
|
18,292,937
|
$
|
11,720,932
|
||||||||
Cost of earned revenue
|
5,376,238
|
4,728,328
|
17,506,004
|
11,162,439
|
||||||||||||
Gross profit
|
1,302,737
|
237,698
|
786,933
|
558,493
|
||||||||||||
|
||||||||||||||||
Warehousing and other operating expenses
|
350,400
|
180,471
|
782,759
|
556,927
|
||||||||||||
General and administrative expenses
|
2,357,516
|
709,353
|
5,477,439
|
2,190,763
|
||||||||||||
Stock based compensation – general and administrative
|
218,155
|
-
|
1,554,539
|
-
|
||||||||||||
Total operating expenses
|
2,926,071
|
889,824
|
7,814,737
|
2,747,690
|
||||||||||||
Operating loss
|
(1,623,334
|
)
|
(652,126
|
)
|
(7,027,804
|
)
|
(2,189,197
|
)
|
||||||||
|
||||||||||||||||
Other income (expenses)
|
||||||||||||||||
Gain on sale of fixed assets
|
62,963
|
-
|
62,963
|
-
|
||||||||||||
Change in fair value of the warrant liability
|
126,305
|
(819,170
|
)
|
943,811
|
(1,201,850
|
)
|
||||||||||
Interest expense, net
|
(42,360
|
)
|
(72,554
|
)
|
(129,721
|
)
|
(218,730
|
)
|
||||||||
|
||||||||||||||||
Loss before income taxes
|
(1,476,426
|
)
|
(1,543,850
|
)
|
(6,150,751
|
)
|
(3,609,777
|
)
|
||||||||
(Benefit) provision for income taxes
|
(820,605
|
)
|
(209,000
|
)
|
(1,057,172
|
)
|
(630,585
|
)
|
||||||||
|
||||||||||||||||
Net loss
|
(655,821
|
)
|
(1,334,850
|
)
|
(5,093,579
|
)
|
(2,979,192
|
)
|
||||||||
|
||||||||||||||||
Net income applicable to preferred shareholders
|
-
|
(175,556
|
)
|
(69,663
|
)
|
(175,556
|
)
|
|||||||||
Net loss available to shares of common stockholders
|
$
|
(655,821
|
)
|
$
|
(1,510,406
|
)
|
$
|
(5,163,242
|
)
|
$
|
(3,154,748
|
)
|
||||
Net loss per share of Common Stock - Basic and diluted
|
$
|
(0.07
|
)
|
$
|
(0.28
|
)
|
$
|
(0.60
|
)
|
$
|
(0.56
|
)
|
||||
Weighted average shares of Common Stock - Basic and diluted
|
9,103,433
|
5,298,159
|
8,658,405
|
5,298,159
|
Preferred Stock
|
Common Stock
|
Additional
Paid-In
|
Retained | |||||||||||||||||||||||||
|
Shares
|
Amounts
|
Shares
|
Amounts
|
Capital
|
Earnings
|
Total
|
|||||||||||||||||||||
Balance as of January 1, 2021-restated
|
200,000
|
$
|
20
|
5,313,268
|
$
|
531
|
$
|
2,577,359
|
$
|
5,304,361
|
$
|
7,882,271
|
||||||||||||||||
|
||||||||||||||||||||||||||||
Registered Direct Offering
|
-
|
-
|
840,000
|
84
|
9,584,916
|
-
|
9,585,000
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
Acquisition of iSun Energy, LLC
|
-
|
-
|
300,000
|
30
|
2,921,868 |
-
|
2,921,898
|
|||||||||||||||||||||
Exercise of Unit Purchase Option
|
-
|
-
|
133,684
|
13 | (13 | ) |
-
|
-
|
||||||||||||||||||||
Redemption of common stock
|
-
|
-
|
(34,190
|
)
|
(3 | ) |
(672,856
|
)
|
-
|
(672,859
|
)
|
|||||||||||||||||
Conversion of Preferred Shares
|
(200,000
|
)
|
(20
|
)
|
370,370
|
37
|
(17 | ) |
-
|
-
|
||||||||||||||||||
Dividends payable on preferred shares
|
-
|
-
|
-
|
-
|
-
|
(69,663
|
)
|
(69,663
|
)
|
|||||||||||||||||||
Conversion of Solar Project Partners, LLC warrant
|
-
|
-
|
117,376
|
12
|
(12 | ) |
-
|
-
|
||||||||||||||||||||
Issuance under equity incentive plan
|
-
|
-
|
126,083
|
12
|
1,070,896
|
-
|
1,070,908
|
|||||||||||||||||||||
Exercise of options
|
-
|
-
|
100,667
|
10
|
149,983
|
-
|
149,993
|
|||||||||||||||||||||
Exercise of warrants
|
-
|
-
|
1,516,938
|
152
|
17,444,335
|
-
|
17,444,487
|
|||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(3,113,333
|
)
|
(3,113,333
|
)
|
|||||||||||||||||||
Balance as of March 31, 2021
|
-
|
-
|
8,784,196
|
878 |
33,076,459
|
2,121,365
|
35,198,702
|
|||||||||||||||||||||
Exercise of Warrants
|
- | - | 303,571 | 30 | 3,461,498 | - | 3,461,528 | |||||||||||||||||||||
Stock based compensation
|
- | - | - | - | 265,476 | - | 265,476 | |||||||||||||||||||||
Net Loss
|
- | - | - | - | - | (1,324,425 | ) | (1,324,425 | ) | |||||||||||||||||||
Balance as of June 30, 2021
|
- |
$
|
- | 9,087,767 |
$
|
908 |
$
|
36,803,433 |
$
|
796,940 |
$
|
37,601,281 | ||||||||||||||||
Issuance under equity incentive plan
|
-
|
-
|
15,666
|
2
|
218,153
|
-
|
218,155
|
|||||||||||||||||||||
Net Loss
|
-
|
-
|
-
|
-
|
-
|
(655,821 | ) | (655,821 | ) | |||||||||||||||||||
Balance as of September 30, 2021
|
-
|
$ | - |
9,103,433
|
$ | 910 | $ | 37,021,586 | $ | 141,119 | $ | 37,163,615 |
Preferred Stock
|
Common Stock
|
Additional
Paid-In
|
Retained | |||||||||||||||||||||||||
|
Shares
|
Amounts
|
Shares
|
Amounts
|
Capital
|
Earnings
|
Total
|
|||||||||||||||||||||
Balance as of January 1, 2020
|
-
|
$ | - |
5,298,159
|
$
|
529
|
$
|
(2,692,424
|
)
|
$
|
6,559,973
|
$
|
3,868,078
|
|||||||||||||||
|
||||||||||||||||||||||||||||
Net loss
|
-
|
- |
-
|
-
|
-
|
(790,237
|
)
|
(790,237
|
)
|
|||||||||||||||||||
|
||||||||||||||||||||||||||||
Balance as of March 31, 2020
|
-
|
- |
5,298,159
|
529
|
(2,692,424
|
)
|
5,769,736
|
3,077,841
|
||||||||||||||||||||
Investment in Green Seed Investors, LLC
|
200,000 | 20 | - | - | 4,999,980 | - | 5,000,000 | |||||||||||||||||||||
Investment in Solar Project Partners, LLC
|
- | - | - | - | 96,052 | - | 96,052 | |||||||||||||||||||||
Net loss
|
- | - | - | - | - | (854,105 | ) | (854,105 | ) | |||||||||||||||||||
Balance as of, June 30, 2020
|
200,000 | 20 | 5,298,159 | 529 | 2,403,608 | 4,915,631 | 7,319,788 | |||||||||||||||||||||
Preferred stock dividend
|
-
|
-
|
-
|
-
|
-
|
(175,556 | ) | (175,556 | ) | |||||||||||||||||||
Net loss
|
-
|
-
|
- |
-
|
-
|
(1,334,850 | ) | (1,334,850 | ) | |||||||||||||||||||
Balance as of September 30, 2020
|
200,000
|
$ | 20 |
5,298,159
|
$ | 529 | $ | 2,403,608 | $ | 3,405,225 | $ | 5,809,382 |
|
2021
|
2020
(restated)
|
||||||
Cash flows from operating activities
|
||||||||
Net loss
|
$
|
(5,093,579
|
)
|
$
|
(2,979,192
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation
|
575,754
|
448,189
|
||||||
Deferred finance charge amortization
|
2,309
|
3,277
|
||||||
Benefit for deferred income taxes
|
(1,059,472
|
)
|
(631,335
|
)
|
||||
(Gain) on sale of fixed assets
|
(62,963 | ) | - | |||||
Bad debt expenses
|
-
|
164,292
|
||||||
Stock based compensation
|
1,554,539
|
-
|
||||||
Change in fair value of warrant liabilities
|
(943,811
|
)
|
1,201,850
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
687,937
|
(2,868,150
|
)
|
|||||
Prepaid expenses
|
(46,976 | ) |
53,895
|
|||||
Inventory
|
(1,534,859
|
)
|
-
|
|||||
Costs and estimated earnings in excess of billings
|
(1,995,649
|
)
|
30,705
|
|||||
Accounts payable
|
(678,853
|
)
|
(1,028,725
|
)
|
||||
Accrued expenses
|
(69,670
|
)
|
(44,537
|
)
|
||||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
511,981
|
3,175,877
|
||||||
Deferred compensation
|
(23,251
|
)
|
(23,250
|
)
|
||||
Net cash used in operating activities
|
(8,176,563
|
)
|
(2,497,104
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Purchase of equipment
|
(613,990
|
)
|
-
|
|||||
Acquisition of iSun Energy, LLC
|
(85,135
|
)
|
-
|
|||||
Acquisition of Oakwood Construction Services, LLC
|
(1,000,000 | ) | - | |||||
Dividend receivable
|
200,000 | - | ||||||
Investment in captive insurance
|
(35,382
|
)
|
(57,230
|
)
|
||||
Minority investments
|
(3,000,000
|
)
|
-
|
|||||
Net cash used in investing activities
|
(4,534,507
|
)
|
(57,230
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Proceeds from line of credit
|
21,262,213
|
2,232,580
|
||||||
Payments to line of credit
|
(21,663,669
|
)
|
(510,100
|
)
|
||||
Proceeds from long-term debt
|
10,216,408 | 1,487,624 | ||||||
Equity incentive program
|
149,993 | - | ||||||
Payments of long-term debt
|
(286,792
|
)
|
(327,847
|
)
|
||||
Redemption of shares of Common Stock
|
(672,859
|
)
|
-
|
|||||
Due to stockholders
|
(24,315
|
)
|
(305,403
|
)
|
||||
Proceeds from registered direct offering
|
9,585,000
|
-
|
||||||
Proceeds from warrant exercise
|
20,906,015
|
-
|
||||||
Net cash provided by financing activities
|
39,471,994
|
2,576,854
|
||||||
Net increase in cash
|
26,760,924
|
22,520
|
|
|||||
Cash, beginning of period
|
699,154
|
95,930
|
||||||
Cash, end of period
|
$
|
27,460,078
|
$
|
118,450
|
||||
Supplemental disclosure of cash flow information
|
||||||||
Cash paid during the year for:
|
||||||||
Interest
|
$
|
127,412
|
$
|
215,453
|
||||
Income taxes
|
$
|
-
|
$
|
366
|
||||
Supplemental schedule of non-cash investing and financing activities:
|
||||||||
Preferred dividends satisfied with distribution from investment
|
$
|
69,663
|
$
|
175,556
|
||||
Shares of Common Stock issued for conversion of Solar Project Partners, LLC
|
$
|
12
|
$
|
-
|
||||
Shares of Common Stock issued for exercise of Unit Purchase Option on a cashless basis
|
$
|
13
|
$
|
-
|
||||
Shares of Common Stock issued for conversion of preferred stock
|
$
|
37
|
$ | - | ||||
Shares issued for acquisition of iSun Energy, LLC
|
$
|
2,921,898
|
$
|
-
|
||||
Shares of Preferred Stock issued for investment
|
$ | - | $ | 5,000,000 | ||||
Warrants issued for investment
|
$ | - | $ | 96,052 |
1. |
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
|
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
||||||||||||
|
||||||||||||||||
Performance obligations satisfied over time
|
||||||||||||||||
Solar
|
$
|
5,378,390
|
$
|
3,840,231
|
$
|
14,987,118
|
$
|
9,162,303
|
||||||||
Electric
|
931,197
|
679,339
|
2,425,554
|
1,653,545
|
||||||||||||
Data and Network
|
369,388
|
446,456
|
880,265
|
90,504
|
||||||||||||
Totals
|
$
|
6,678,975
|
$
|
4,966,026
|
$
|
18,292,937
|
$
|
11,720,932
|
2. |
RESTATEMENT OF FINANCIAL STATEMENTS
|
As Previously
Reported
|
Adjustments
|
As Restated
|
||||||||||
Statement of Operations for the three months ended September 30, 2020
(unaudited)
|
||||||||||||
Change in fair value of the warrant liability
|
$
|
-
|
$
|
(819,170
|
)
|
$
|
(819,170
|
)
|
||||
Net loss
|
(515,680
|
)
|
(819,170
|
)
|
(1,334,850
|
)
|
||||||
Net loss per common share
|
(0.13
|
)
|
(0.15
|
)
|
(0.28
|
)
|
As Previously
Reported
|
Adjustments
|
As Restated
|
||||||||||
Statement of Operations for the nine months ended September 30, 2020 (unaudited)
|
||||||||||||
Change in fair value of the warrant liability
|
$
|
-
|
$
|
(1,201,850
|
)
|
$
|
(1,201,850
|
)
|
||||
Net loss
|
(1,777,342
|
)
|
(1,201,850
|
)
|
(2,979,192
|
)
|
||||||
Net loss per common share
|
(0.33
|
)
|
(0.23
|
)
|
(0.56
|
)
|
As Previously
Reported
|
Adjustments
|
As Restated
|
||||||||||
Statement of Cash Flows for the nine months ended September 30, 2020 (unaudited)
|
||||||||||||
Net Loss
|
$
|
(1,777,342
|
)
|
$
|
(1,201,850
|
)
|
$
|
(2,979,192
|
)
|
|||
Change in fair value of the warrant liability
|
-
|
1,201,850
|
1,201,850
|
3. |
LIQUIDITY AND FINANCIAL CONDITION
|
4. |
ACCOUNTS RECEIVABLE
|
|
September 30,
2021
|
December 31,
2020
|
||||||
Accounts receivable - contracts in progress
|
$
|
5,509,167
|
$
|
6,206,760
|
||||
Accounts receivable - retainage
|
102,853
|
93,197
|
||||||
|
5,612,020
|
6,299,957
|
||||||
Allowance for doubtful accounts
|
(84,000
|
)
|
(84,000
|
)
|
||||
Total
|
$
|
5,528,020
|
$
|
6,215,957
|
|
September 30,
2021
|
December 31,
2020
|
||||||
Costs in excess of billings
|
$
|
3,165,598
|
$
|
216,261
|
||||
Unbilled receivables, included in costs in excess of billings
|
184,653
|
1,138,341
|
||||||
|
3,350,251
|
1,354,602
|
||||||
Retainage
|
102,853
|
93,197
|
||||||
Total
|
$
|
3,453,104
|
$
|
1,447,799
|
|
September 30,
2021
|
December 31,
2020
|
||||||
Billings in excess of costs
|
$
|
1,652,106
|
$
|
1,140,125
|
5. |
CONTRACTS IN PROGRESS
|
|
September 30,
2021
|
December 31,
2020
|
||||||
Expenditures to date on uncompleted contracts
|
$
|
9,727,034
|
$
|
7,764,622
|
||||
Estimated earnings thereon
|
1,659,757
|
2,178,868
|
||||||
|
11,386,791
|
9,943,490
|
||||||
Less billings to date
|
(9,873,299
|
)
|
(10,867,354
|
)
|
||||
|
1,513,492
|
|
(923,864
|
)
|
||||
Plus under billings remaining on contracts 100% complete
|
184,653
|
1,138,341
|
||||||
Total
|
$
|
1,698,145
|
$
|
214,477
|
|
September 30,
2021
|
December 31,
2020
|
||||||
Cost and estimated earnings in excess of billings
|
$
|
3,350,251
|
$
|
1,354,602
|
||||
Billings in excess of costs and estimated earnings on uncompleted
contracts
|
(1,652,106
|
)
|
(1,140,125
|
)
|
||||
Total
|
$
|
1,698,145
|
$
|
214,477
|
6. |
LONG-TERM DEBT
|
|
September 30,
2021
|
December 31,
2020
|
||||||
NBT Bank, National Association, 4.25% interest rate, secured by all business assets, payable in monthly installments of $5,869 through September 2026, with a balloon payment at
maturity.
|
$
|
652,103
|
$
|
683,268
|
||||
NBT Bank, National Association, repaid in January 2021.
|
-
|
12,050
|
||||||
NBT Bank, National Association, 4.20% interest rate, secured by building, payable in monthly
installments of $3,293 through September 2026, with a balloon payment at maturity.
|
224,057
|
246,135
|
||||||
NBT Bank, National Association, 4.15% interest rate, secured by all business assets, payable in monthly installments of $3,677 through April 2026.
|
183,660
|
210,475
|
||||||
NBT Bank, National Association, 4.20% interest rate, secured by all business assets, payable in monthly installments of $5,598 through October 2026, with a balloon payment at
maturity.
|
389,355
|
426,624
|
||||||
NBT Bank, National Association, 4.85% interest rate, secured by a piece of equipment, payable in monthly installments of $2,932 including interest, through May 2023.
|
56,178
|
80,001
|
||||||
Various vehicle loans, interest ranging from 0% to 6.99%, total
current monthly installments of approximately $8,150, secured by vehicles, with varying terms through September 2025.
|
396,830
|
294,799
|
National Bank of Middlebury, 3.95% interest rate for the initial 5 years,
after which the loan rate will adjust equal to the Federal Home Loan Bank of Boston 5/10 – year Advance Rate plus 2.75%, loan is subject to a floor rate of 3.95%, secured by solar panels and related equipment, payable in monthly
installments of $2,388 including interest, through December 2024.
|
54,252
|
73,467
|
||||||
B. Riley Commercial Capital, LLC, 8.0% interest rate, payable in full on October 15, 2022 | 10,000,000 | - | ||||||
|
11,956,435
|
2,026,819
|
||||||
Less current portion
|
(316,875
|
)
|
(308,394
|
)
|
||||
|
11,639,560
|
1,718,425
|
||||||
Less debt issuance costs
|
(14,621
|
)
|
(16,930
|
)
|
||||
Long-term debt
|
$
|
11,624,939
|
$
|
1,701,495
|
Year ending December 31:
|
Amount
|
|||
Remainder of 2021
|
$
|
72,682
|
||
2022
|
10,324,279
|
|||
2023
|
290,565
|
|||
2024
|
264,879
|
|||
2025
|
254,907
|
|||
2026 and thereafter
|
749,123
|
|||
|
$
|
11,956,435
|
7. |
LINE OF CREDIT
|
8. |
COMMITMENTS AND CONTINGENCIES
|
Years ending December 31:
|
Amount
|
|||
Remainder of 2021
|
$
|
41,100
|
||
2022
|
145,561
|
|||
2023
|
147,903
|
|||
2024
|
150,291
|
|||
2025
|
152,310
|
|||
Thereafter
|
1,070,016
|
|||
|
$
|
1,707,181
|
9. |
FAIR VALUE MEASUREMENTS
|
Input
|
Mark-to-Market
Measurement at
September 30, 2021
|
Mark-to-Market
Measurement at
December 31, 2020
|
||||||
Risk-free rate
|
0.530
|
%
|
0.214
|
%
|
||||
Remaining term in years
|
2.72
|
3.47
|
||||||
Expected volatility
|
120.73
|
%
|
81.0
|
%
|
||||
Exercise price
|
$
|
11.50
|
$
|
11.50
|
||||
Fair value of common stock
|
$
|
8.30
|
$
|
5.95
|
Fair Value Measurement as of
September 30, 2021
|
||||||||||||||||
Total
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
Liabilities:
|
||||||||||||||||
Public Warrants
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
Private Warrants
|
180,600
|
-
|
-
|
180,600
|
Fair Value Measurement as of
December 31, 2020
|
||||||||||||||||
Total
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
Liabilities:
|
||||||||||||||||
Public Warrants
|
$
|
773,956
|
$
|
773,956
|
$
|
-
|
$
|
-
|
||||||||
Private Warrants
|
350,455
|
-
|
-
|
350,455
|
Balance, January 1, 2021
|
$
|
350,455
|
||
Fair value adjustment – Warrant liability
|
(169,855
|
)
|
||
Balance, September 30, 2021
|
$
|
180,600
|
Balance, January 1, 2021
|
$
|
773,956
|
||
Fair value adjustment – Warrant liability
|
(773,956
|
)
|
||
Balance, September 30, 2021
|
$
|
-
|
10. |
WARRANTS
|
Number of
Warrants
|
||||
Outstanding, beginning January 1, 2021
|
4,163,926
|
|||
Granted
|
-
|
|||
Exercised
|
3,641,018
|
|||
Redeemed
|
453,764
|
|||
Outstanding, ending September 30, 2021
|
69,144
|
11. |
UNION ASSESSMENTS
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Pension fund
|
$
|
76,805
|
$
|
68,353
|
$
|
264,046
|
$
|
209,389
|
||||||||
Welfare fund
|
231,467
|
218,428
|
805,441
|
585,134
|
||||||||||||
National employees benefit fund
|
21,912
|
23,553
|
75,002
|
59,366
|
||||||||||||
Joint apprenticeship and training committee
|
5,338
|
3,336
|
28,489
|
8,546
|
||||||||||||
401(k) matching
|
25,365
|
11,485
|
80,773
|
30,987
|
||||||||||||
Total
|
$
|
360,887
|
$
|
325,155
|
$
|
1,253,751
|
$
|
893,422
|
12. |
PROVISION FOR INCOME TAXES
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Current
|
||||||||||||||||
Federal
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
State
|
750
|
-
|
2,300
|
750
|
||||||||||||
Total Current
|
750
|
-
|
2,300
|
750
|
||||||||||||
Deferred
|
||||||||||||||||
Federal
|
(622,351
|
)
|
(158,262
|
)
|
(802,775
|
)
|
(478,370
|
)
|
||||||||
State
|
(199,004
|
)
|
(50,738
|
)
|
(256,697
|
)
|
(152,965
|
)
|
||||||||
Total Deferred
|
(821,355
|
)
|
(209,000
|
)
|
(1,059,472
|
)
|
(631,335
|
)
|
||||||||
(Benefit) provision from Income Taxes
|
$
|
(820,605
|
)
|
$
|
(209,000
|
)
|
$
|
(1,057,172
|
)
|
$
|
(630,585
|
)
|
|
September 30,
2021
|
December 31,
2020
|
||||||
Deferred tax assets (liabilities)
|
||||||||
Accruals and reserves
|
$
|
23,967
|
$
|
23,758
|
||||
Net operating loss
|
3,013,252
|
812,996
|
||||||
Total deferred tax assets
|
3,037,219
|
836,754
|
||||||
|
||||||||
Property and equipment
|
(2,275,825
|
)
|
(1,447,312
|
)
|
||||
Stock-based compensation
|
(312,480
|
)
|
-
|
|||||
Total deferred tax liabilities
|
(2,588,305
|
)
|
(1,447,312
|
)
|
||||
|
||||||||
Net deferred tax asset (liabilities)
|
$
|
448,914
|
|
$
|
(610,558
|
)
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Income tax (benefit) expense at federal statutory rate
|
$
|
(310,825
|
)
|
$
|
(339,399
|
)
|
$
|
(1,292,433
|
)
|
$
|
(769,869
|
)
|
||||
Permanent differences
|
(421,549
|
)
|
184,222
|
(192,034
|
)
|
279,750
|
||||||||||
Stock compensation subject to §162(m) limitation | 66,729 | - | 66,729 | - | ||||||||||||
Non-deductible goodwill and other intangible
|
-
|
- |
833,399
|
- | ||||||||||||
Other adjustments
|
1,843
|
(4,203
|
)
|
1,843
|
16,255
|
|||||||||||
State and local taxes net of federal benefit
|
(156,803
|
)
|
(49,620
|
)
|
(474,676
|
)
|
(156,721
|
)
|
||||||||
Total
|
$
|
(820,605
|
)
|
$
|
(209,000
|
)
|
$
|
(1,057,172
|
)
|
$
|
(630,585
|
)
|
13. |
CAPTIVE INSURANCE
|
Total assets
|
$
|
96,020,037
|
||
Total liabilities
|
$
|
46,176,680
|
||
Comprehensive income
|
$
|
8,820,830
|
|
September 30,
2021
|
December 31,
2020
|
||||||
Investment in NCL
|
||||||||
Capital
|
$
|
36,000
|
$
|
36,000
|
||||
Cash security
|
194,167
|
158,785
|
||||||
Investment income in excess of losses (incurred and reserves)
|
3,320
|
3,320
|
||||||
Total
|
$
|
233,487
|
$
|
198,105
|
14.
|
RELATED PARTY TRANSACTIONS
|
15. |
DEFERRED COMPENSATION PLAN
|
16. |
EARNINGS (LOSS) PER SHARE
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Earnout provision, includes new shares of common stock to be issued to former Peck Electric Co. shareholders
|
-
|
898,473
|
-
|
898,473
|
||||||||||||
Earnout provision, includes new shares of Common Stock that may be issued to Exit Strategy
|
-
|
11,231
|
-
|
11,231
|
||||||||||||
Earnout provision, including new shares of Common Stock that may be issued to holders of forfeited and canceled shares
|
-
|
257,799
|
-
|
257,799
|
||||||||||||
Option to purchase Common Stock, from Jensyn’s IPO
|
429,000
|
429,000
|
429,000
|
429,000
|
||||||||||||
Private warrants to purchase Common Stock, from Jensyn’s IPO
|
34,572
|
2,292,250
|
34,572
|
2,292,250
|
||||||||||||
Warrants to purchase Common Stock, from Solar Project Partners, LLC. Exchange and Subscription Agreement
|
-
|
275,000
|
-
|
275,000
|
||||||||||||
Conversion of Preferred Stock to Common Stock from GreenSeed Investors, LLC Exchange and Subscription Agreement
|
-
|
370,370
|
-
|
370,370
|
||||||||||||
Unvested restricted stock awards
|
160,667
|
-
|
160,667
|
-
|
||||||||||||
Unvested options to purchase Common Stock
|
201,334
|
-
|
201,334
|
-
|
||||||||||||
Totals
|
825,573
|
4,534,123
|
825,573
|
4,534,123
|
17. |
PREFERRED STOCK
|
18. |
RESTRICTED STOCK AND STOCK OPTIONS
|
|
Nine Months Ended
September 30, 2021
|
|||||||
Number of
Options
|
Weighted average
exercise price
|
|||||||
Outstanding, beginning January 1, 2021
|
-
|
$
|
-
|
|||||
Granted
|
302,000
|
$
|
1.49
|
|||||
Exercised
|
100,667
|
$
|
1.49
|
|||||
Outstanding, ending September 30, 2021
|
201,333
|
$
|
1.49
|
|||||
Exercisable at September 30, 2021
|
-
|
$
|
-
|
19. |
ACQUISITION
|
20. |
INVESTMENTS
|
|
September 30,
2021
|
December 31,
2020
|
||||||
GreenSeed Investors, LLC
|
$
|
4,424,444
|
$
|
4,724,444
|
||||
Investment in Solar Project Partners, LLC
|
96,052
|
96,052
|
||||||
Investment in Gemini Electric Mobility Co.
|
2,000,000
|
-
|
||||||
Investment in NAD Grid Corp. d/b/a AmpUp
|
1,000,000
|
-
|
||||||
Total
|
$
|
7,520,496
|
$
|
4,820,496
|
21. |
STOCK
REDEMPTION
|
22. |
SUBSEQUENT
EVENTS
|
Item 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
Three months ended
September 30,
|
Nine months ended
September 30,
|
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Net income (loss)
|
$
|
(655,821
|
)
|
$
|
(1,334,850
|
)
|
$
|
(5,093,579
|
)
|
$
|
(2,979,192
|
)
|
||||
Depreciation and amortization
|
270,601
|
138,164
|
575,754
|
448,188
|
||||||||||||
Interest expense
|
42,360
|
72,554
|
129,721
|
218,730
|
||||||||||||
Stock based compensation
|
218,155
|
-
|
1,554,539
|
-
|
||||||||||||
Change in fair value of warrant liability
|
(126,305
|
)
|
819,170
|
(943,811
|
)
|
1,201,850
|
||||||||||
Income tax (benefit)
|
(820,605
|
)
|
(209,000
|
)
|
(1,057,172
|
)
|
(630,585
|
)
|
||||||||
Adjusted EBITDA
|
(1,071,615
|
)
|
(513,962
|
)
|
(4,834,548
|
)
|
(1,741,009
|
)
|
||||||||
Weighted Average shares outstanding
|
9,103,433
|
5,298,159
|
8,658,405
|
5,298,159
|
||||||||||||
Adjusted EPS
|
(0.12
|
)
|
(0.10
|
)
|
(0.56
|
)
|
(0.33
|
)
|
Item 4. |
Controls and Procedures
|
Exhibit
No.
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Description
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Included
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Form
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Filing
Date
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2.1(a)
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|
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By Reference
|
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8-K
|
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March 1, 2019
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2.1(b)
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By Reference
|
|
DEFM14A |
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June 3, 2019
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2.2
|
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By Reference
|
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8-K
|
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November 9, 2017
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|
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2.3
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By Reference
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10-Q
|
|
August 20, 2018
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|
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2.4
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By Reference
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8-K
|
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April 28, 2020
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2.5
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|
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By Reference
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8-K
|
|
January 25, 2021
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|
2.6
|
By Reference
|
8-K
|
September 13, 2021
|
|||||
2.7
|
By Reference
|
8-K
|
October 5, 2021
|
|||||
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3.1
|
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By Reference
|
|
8-K
|
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March 10, 2016
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3.1(a)
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By Reference
|
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8-K
|
|
March 6, 2018
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|
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3.1(b)
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By Reference
|
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8-K
|
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June 8, 2018
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3.1(c)
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By Reference
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8-K
|
|
September 4, 2018
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|
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3.1(d)
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By Reference
|
|
8-K
|
|
January 3, 2019
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3.1(e)
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|
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By Reference
|
|
8-K
|
|
April 28, 2020
|
|
3.1(f)
|
By Reference
|
8-K
|
January 25, 2021
|
|||||
3.1(g)
|
By Reference
|
8-K
|
February 26, 2021
|
|||||
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|
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|
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|
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3.2
|
By Reference
|
S-1
|
November 23, 2015
|
|||||
4.1
|
|
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By Reference
|
|
S-1
|
|
November 23, 2015
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4.2
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|
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By Reference
|
|
S-1
|
|
November 23, 2015
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|
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|
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4.3
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By Reference
|
|
S-1
|
|
November 23, 2015
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|
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|
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|
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4.4
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|
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By Reference
|
|
S-1
|
|
November 23, 2015
|
|
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|
|
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4.5
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|
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By Reference
|
|
10-Q
|
|
November 18, 2019
|
|
|
|
|
|
|
|
|
|
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4.6
|
|
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By Reference
|
|
8-K
|
|
March 10, 2016
|
|
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|
|
|
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|
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4.7
|
|
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By Reference
|
|
8-K
|
|
March 10, 2016
|
|
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|
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|
|
|
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4.8
|
|
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By Reference
|
|
8-K
|
|
March 10, 2016
|
|
|
|
|
|
|
|
|
|
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4.9
|
|
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By Reference
|
|
8-K
|
|
April 28, 2020
|
|
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|
|
|
|
|
|
|
|
4.10
|
|
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By Reference
|
|
8-K
|
|
April 28, 2020
|
|
|
|
|
|
|
|
|
|
|
4.11
|
|
|
By Reference
|
|
8-K
|
|
April 28, 2020
|
|
|
|
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|
|
|
|
|
|
4.12
|
By Reference
|
8-K
|
March 9, 2021
|
|||||
4.13
|
By Reference
|
8-K
|
March 9, 2021
|
|||||
4.14
|
By Reference
|
8-K
|
January 12, 2021
|
10.1
|
|
|
By Reference
|
|
10-Q
|
|
November 18, 2019
|
|
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|
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10.2
|
|
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By Reference
|
|
10-Q
|
|
November 18, 2019
|
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|
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10.3
|
|
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By Reference
|
|
10-Q
|
|
November 18, 2019
|
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10.4(a)
|
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By Reference
|
|
8-K
|
|
March 10, 2016
|
|
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10.4(b)
|
|
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By Reference
|
|
8-K
|
|
March 10, 2016
|
|
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|
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10.4(c)
|
|
|
By Reference
|
|
8-K
|
|
March 10, 2016
|
|
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|
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|
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10.4(d)
|
|
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By Reference
|
|
8-K
|
|
March 10, 2016
|
|
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10.4(e)
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|
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By Reference
|
|
8-K
|
|
March 10, 2016
|
|
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10.4(f)
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By Reference
|
|
8-K
|
|
March 10, 2016
|
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10.4(g)
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By Reference
|
|
8-K
|
|
March 10, 2016
|
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10.4(h)
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By Reference
|
|
8-K
|
|
March 10, 2016
|
|
|
|
|
|
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10.5
|
|
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By Reference
|
|
8-K
|
|
March 10, 2016
|
|
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|
10.5(a)
|
|
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By Reference
|
|
8-K
|
|
March 10, 2016
|
|
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|
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|
10.5(b)
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|
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By Reference
|
|
8-K
|
|
June 8, 2018
|
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10.5(c)
|
|
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By Reference
|
|
8-K
|
|
August 29, 2018
|
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10.5(d)
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By Reference
|
|
8-K
|
|
January 3, 2019
|
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10.6
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|
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By Reference
|
|
8-K
|
|
March 10, 2016
|
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10.7
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By Reference
|
|
8-K
|
|
March 10, 2016
|
|
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10.8
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By Reference
|
|
S-1
|
|
November 23, 2015
|
|
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10.9
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|
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By Reference
|
|
S-1
|
|
November 23, 2015
|
|
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|
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10.10
|
|
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By Reference
|
|
8-K
|
|
March 10, 2016
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10.11
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By Reference
|
|
8-K
|
|
March 10, 2016
|
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10.12
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By Reference
|
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S-1
|
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November 23, 2015
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10.13
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By Reference
|
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S-1
|
|
November 23, 2015
|
|
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10.14
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By Reference
|
|
10-K
|
|
March 27, 2017
|
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10.15
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By Reference
|
|
10-K
|
|
March 27, 2017
|
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10.16
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|
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By Reference
|
|
10-K
|
|
March 29, 2018
|
|
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10.17
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|
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By Reference
|
|
10-Q
|
|
May 21, 2018
|
|
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|
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10.18
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|
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By Reference
|
|
10-Q
|
|
August 20, 2018
|
|
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10.19
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By Reference
|
|
8-K
|
|
March 14, 2019
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10.20
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By Reference
|
|
8-K
|
|
March 14, 2019
|
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10.21
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|
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By Reference
|
|
10-K
|
|
April 14, 2020
|
|
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10.22
|
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By Reference
|
|
8-K
|
|
April 28, 2020
|
|
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|
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10.23
|
|
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By Reference
|
|
8-K
|
|
April 28, 2020
|
|
10.24
|
By Reference
|
S-8
|
October 28, 2020
|
|||||
|
|
|
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|
|
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|
|
10.25
|
|
|
By Reference
|
|
8-K
|
|
December 10, 2020
|
|
10.26
|
By Reference
|
8-K
|
January 12, 2021
|
|||||
10.27
|
By Reference
|
8-K
|
January 25, 2021
|
|||||
10.28
|
By Reference
|
8-K
|
January 25, 2021
|
|||||
10.29
|
By Reference
|
8-K
|
January 25, 2021
|
|||||
10.30
|
By Reference
|
8-K
|
January 25, 2021
|
|||||
|
|
|
|
|
|
|
|
|
10.31
|
By Reference
|
8-K
|
April 8, 2021
|
10.32
|
By Reference
|
8-K
|
April 8, 2021
|
|||||
10.33
|
By Reference
|
8-K
|
June 22, 2021
|
|||||
|
|
|
|
|
|
|
|
|
10.34
|
By Reference
|
8-K
|
September 13, 2021
|
|||||
10.35
|
By Reference
|
8-K
|
September 13, 2021
|
|||||
10.36
|
By Reference
|
8-K
|
September 13, 2021
|
|||||
10.37
|
By Reference
|
8-K
|
September 13, 2021
|
|||||
10.38
|
By Reference
|
8-K
|
October 5, 2021
|
|||||
10.39
|
By Reference
|
8-K
|
October 5, 2021
|
|||||
10.40
|
By Reference
|
8-K
|
October 5, 2021
|
|||||
Employment Agreement between iSun, Inc. and Michael D’Amato, dated July 1, 2021
|
Herewith
|
10-Q
|
||||||
Change of Control Agreement between iSun, Inc. and Michael D’Amato, dated July 1, 2021
|
Herewith
|
10-Q
|
||||||
Employment Agreement between iSun, Inc. and Frederick Myrick, dated July 1, 2021
|
Herewith
|
10-Q
|
||||||
Change of Control Agreement between iSun, Inc. and Frederick Myrick, dated July 1, 2021
|
Herewith
|
10-Q
|
||||||
Employment Agreement between iSun, Inc. and Jeffrey Peck, dated July 1, 2021
|
Herewith
|
10-Q
|
||||||
Change of Control Agreement between iSun, Inc. and Jeffrey Peck, dated July 1, 2021
|
Herewith
|
10-Q
|
||||||
Employment Agreement between iSun, Inc. and John Sullivan, dated July 1, 2021
|
Herewith
|
10-Q
|
||||||
Change of Control Agreement between iSun, Inc. and John Sullivan, dated July 1, 2021
|
Herewith
|
10-Q
|
||||||
|
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Herewith
|
|
10-Q
|
|
||
|
|
|
|
|
|
|
|
|
|
Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Herewith
|
|
10-Q
|
|
||
|
|
|
|
|
|
|
|
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
Herewith
|
|
10-Q
|
|
||
32.2
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Herewith |
10-Q
|
101.INS
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
|
|||||||
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document.
|
|||||||
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|||||||
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|||||||
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|||||||
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|||||||
104
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
|
iSUN, INC.
|
||
By:
|
/s/ Jeffrey Peck
|
|
Jeffrey Peck
|
||
Chief Executive Officer
|
||
(Principal Executive Officer)
|
||
By:
|
/s/ John Sullivan
|
|
John Sullivan
|
||
Chief Financial Officer
|
||
(Principal Financial and Accounting Officer)
|
||
Dated: November 15, 2021
|
|
1. |
Position of Employment. The Company will employ the Employee in the position of Chief Strategy Officer having the duties and responsibilities set forth on Exhibit A attached hereto of the Company and, in that position, Employee will report
to the Board of Directors of the Company. The Company retains the right to change Employee's title, duties, and reporting relationships as may be determined to be in the best interests of the Company; provided, however, that any such change
in Employee's duties shall be consistent with Employee's training, experience, and qualifications.
|
|
2. |
Term of Employment. Employee's employment with the Company shall begin on July 1, 2021, and shall continue for a period of 5 years, after which time continued employment shall be on an "at will" basis, unless:
|
|
a. |
Employee's employment is terminated by either party in accordance with the terms of Section 5 of this Employment Agreement; or
|
|
b. |
Such term of employment is extended or shortened by a subsequent agreement duly executed by each of the parties to this Employment Agreement, in which case such employment shall be subject to the terms and conditions contained in the
subsequent written agreement.
|
|
3. |
Compensation and Benefits.
|
|
a. |
Base Salary. Employee shall be paid a base salary of $18,750 monthly, which is $225,000 annually ("Base Salary"), subject to applicable federal, state, and local withholding, such Base Salary to be paid to Employee in the same manner and
on the same payroll schedule in which all the Company employees receive payment. Any increases in Employee's Base Salary for years beyond the first year of Employee's employment shall be in the sole discretion of the Company’s Board of
Directors, and nothing herein shall be deemed to require any such increase.
|
|
b. |
Incentive and Deferred Compensation. Employee shall be eligible to participate in all incentive and deferred compensation programs available to other executives or officers of the Company, such participation to be in the same form, under
the same terms, and to the same extent that such programs are made available to other such executives or officers. Nothing in this Employment Agreement shall be deemed to require the payment of bonuses, awards, or incentive compensation to
Employee if such payment would not otherwise be required under the terms of the Company's incentive compensation programs, with the exception of terms of Section 3(c) below.
|
|
c. |
Mergers and Acquisitions. The Company intends to accelerate its growth through potential mergers and acquisitions. As these activities place additional responsibilities on the Employee, incentive compensation not to exceed 3% of the
transaction price will be awarded to the Employee in the form of unrestricted stock award.
|
|
d. |
Employee Benefits. Employee shall be eligible to participate in all employee benefit plans, policies, programs, or perquisites in which other the Company executive or officers participate. The terms and conditions of Employee's
participation in the Company's employee benefit plans, policies, programs, or perquisites shall be governed by the terms of each such plan, policy, or program.
|
|
4. |
Duties and Performance. The Employee acknowledges and agrees that he is being offered a position of employment by the Company with the understanding that the Employee possesses a unique set of skills, abilities, and experiences which will
benefit the Company, and he agrees that his continued employment with the Company, whether during the term of this Employment Agreement or thereafter, is contingent upon his successful performance of his duties in his position as noted above,
or in such other position to which he may be assigned.
|
|
a. |
General Duties.
|
|
1. |
Employee shall render to the very best of Employee's ability, on behalf of the Company, services to and on behalf of the Company, and shall undertake diligently all duties assigned to him by the Company.
|
|
2. |
Employee shall devote his full time, energy and skill to the performance of the services in which the Company is engaged, at such time and place as the Company may direct.
|
|
3. |
Employee shall faithfully and industriously assume and perform with skill, care, diligence and attention all responsibilities and duties connected with his employment on behalf of the Company.
|
|
b. |
Specific Duties. See job description attached to this Agreement as Exhibit A.
|
|
5. |
Termination of Employment. Employee's employment with the Company may be terminated, prior to the expiration of the term of this Employment Agreement, in accordance with any of the following provisions:
|
|
a. |
Termination by Employee. The Employee may terminate his employment at any time during the course of this Agreement by giving three (3) months’ notice in writing to the CEO of the Company. During the notice period, Employee must fulfill all
his duties and responsibilities set forth above and use his best efforts to train and support his replacement, if any. Failure to comply with this requirement may result in Termination for Cause described below, but otherwise Employee's
salary and benefits will remain unchanged during the notification period.
|
|
b. |
Termination by the Company Without Cause. The Company may terminate Employee's employment at any time during the course of this Agreement by giving twelve (12) months’ notice in writing to the Employee. During the notice period, Employee
must fulfill all of Employee's duties and responsibilities set forth above and use Employee's best efforts to train and support Employee's replacement, if any. Failure of Employee to comply with this requirement may result in Termination for
Cause described below, but otherwise Employee's salary and benefits will remain unchanged during the notification period. The Company, may, in its sole discretion, give Employee severance pay in the amount of the remaining notice period in
lieu of actual employment, and nothing herein shall require Company to maintain employee in active employment for the duration of the notice period.
|
|
c. |
Termination by the Company For Cause. The Company may, at any time and without notice, terminate the Employee for "cause". Termination by the Company of the Employee for "cause" shall include but not be limited to termination based on any
of the following grounds: (a) failure to perform the duties of the Employee's position in a satisfactory manner; (b) fraud, misappropriation, embezzlement or acts of similar dishonesty; (c) conviction of a felony involving moral turpitude;
(d) illegal use of drugs or excessive use of alcohol in the workplace; (e) intentional and willful misconduct that may subject the Company to criminal or civil liability; (f) breach of the Employee's duty of loyalty, including the diversion
or usurpation of corporate opportunities properly belonging to the Company; (g) willful disregard of Company policies and procedures; (h) breach of any of the material terms of this Agreement; and (i) insubordination or deliberate refusal to
follow the instructions of the President of the Company.
|
|
d. |
Termination By Death or Disability. The Employee's employment and rights to compensation under this Employment Agreement shall terminate if the Employee is unable to perform the duties of his position due to death or disability lasting
more than 90 days, and the Employee's heirs, beneficiaries, successors, or assigns shall not be entitled to any of the compensation or benefits to which Employee is
|
|
6. |
Confidentiality. Employee agrees that at all times during Employee's employment and following the conclusion of Employee's employment, whether voluntary or involuntary, Employee will hold in strictest confidence and not disclose
Confidential Information (as defined below) to anyone who is not also an employee of the Company or to any employee of the Company who does not also have access to such Confidential Information, without following Company procedures to protect
Confidential Information of Company.
|
|
a. |
"Confidential Information" shall mean any trade secrets or Company proprietary information, including but not limited to manufacturing techniques, processes, formulas, customer lists, inventions, experimental developments, research
projects, operating methods, cost, pricing, financial data, business plans and proposals, data and information the Company receives in confidence from any other party, or any other secret or confidential matters of the Company. Additionally,
Employee will not use any Confidential Information for Employee's own benefit or to the detriment of the Company during Employee's employment or thereafter. Employee also certifies that employment with the Company does not and will not breach
any agreement or duty that Employee has to anyone concerning confidential information belonging to others.
|
|
b. |
“Immunity from Liability for Confidential Disclosure of a Trade Secret to the Government or in a Court Filing:
|
7. |
Noncompetition. Employee hereby agrees not to directly or indirectly compete with the business of the Company and its successors and assigns during the period of employment and for a period of two (2) years following termination of
employment and notwithstanding the cause or reason for termination. Employee shall not own, manage, operate, consult or to be employed in a business substantially similar to, or competitive
|
|
8. |
Expenses. The Company shall pay or reimburse Employee for any expenses reasonably incurred by him in furtherance of his duties hereunder, including expenses for entertainment, travel, meals and hotel accommodations, upon submission by him
of vouchers or receipts maintained and provided to the Company in compliance with such rules and policies relating thereto as the Company may from time to time adopt.
|
|
9. |
General Provisions.
|
|
10. |
Amendments and Termination; Entire Agreement. This Agreement may not be amended or terminated except by a writing executed by all of the parties hereto. This Agreement constitutes the entire agreement of the Company and Employee relating
to the subject matter hereof and supersedes all prior oral and written understandings and agreements relating to such subject matter.
|
|
11. |
Successors and Assigns. The rights and obligations of the parties hereunder are not assignable to another person without prior written consent; provided, however, that the Company, without obtaining Employee's consent, may assign its
rights and obligations hereunder to a wholly-owned subsidiary and provided further that any post-employment restrictions shall be assignable by the Company to any entity which purchases all or substantially all of the Company's assets.
|
|
12. |
Severability; Provisions Subject to Applicable Law. All provisions of this Agreement shall be applicable only to the extent that they do not violate any applicable law, and are intended to be limited to the extent necessary so that they
will not render this Agreement invalid, illegal or unenforceable under any applicable law. If any provision of this Agreement or any application thereof shall be held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of other provisions of this Agreement or of any other application of such provision shall in no way be affected thereby.
|
|
13. |
Arbitration; Except as provided in subsection 8(j)(iv) below, the parties hereto agree that any dispute or controversy arising out of, relating to, or in connection with this Agreement, or the interpretation, validity, construction,
performance, breach, or termination of this Agreement, and/or any other dispute arising from or relating to Employee's employment with Company, shall be finally settled by binding arbitration, unless otherwise required by law, administered by
JAMS in accordance with the JAMS Employment Arbitration Rules as then in effect (the "Rules"). A current copy of the JAMS Employment Arbitration Rules can be obtained at https://www.jarnsadr.com/rules- employment-arbitration/. The arbitration
proceedings will be held before a single, neutral arbitrator in the State of Vermont. The fees of the arbitrator and all other costs that are unique to the arbitration process shall be paid by the Company to the extent required by law;
otherwise, each party shall be solely responsible for paying its own costs for the arbitration, including but not limited to attorneys' fees. However, if either party prevails on a claim which affords the prevailing party attorneys' fees
pursuant to law, statute, or contract, the arbitrator may award reasonable attorneys' fees to the prevailing party.
|
|
14. |
Waiver of Rights. No waiver by the Company or Employee of a right or remedy hereunder shall be deemed to be a waiver of any other right or remedy or of any subsequent right or remedy of the same kind.
|
|
15. |
Definitions; Headings; and Number. A term defined in any part of this Employment Agreement shall have the defined meaning wherever such term is used herein. The headings contained in this Agreement are for reference purposes only and shall
not affect in any manner the meaning or interpretation of this Employment Agreement. Where appropriate to the context of this Agreement, use of the singular shall be deemed also to refer to the plural, and use of the plural to the singular.
|
|
16. |
Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original but both of which taken together shall constitute but one and the same instrument.
|
|
17. |
Governing Laws and Forum. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Vermont. The parties hereto further agree that any action brought to enforce any right or obligation under
this Agreement shall be subject to the exclusive jurisdiction of the courts of the State of Vermont The Company and the Employee consent to personal jurisdiction in the courts of the State of Vermont.
|
Employee
|
The Company
|
|||||
|
|
|||||
Michael d’Amato
|
iSun, Inc. | |||||
By:
|
/s/ Michael d’Amato |
By:
|
/s/ Jeffrey Peck | |||
Name: Michael d’Amato
|
Name: Jeffrey Peck
|
|||||
|
||||||
Title: Chief Strategy Officer
|
Title: CEO, Chairman of the Board
|
(i)
|
the Accrued BaseSalary;
|
|
(ii) |
the Accrued PTO;
|
|
(iii) |
the Accrued Reimbursable Expenses; and
|
|
(iv) |
the Accrued Incentive Bonus.
|
EMPLOYEE:
|
COMPANY:
|
|||||
|
|
|||||
Michael d’Amato
|
ISUN, INC.
|
|||||
By:
|
/s/ Michael d’Amato |
By:
|
/s/ Jeffrey Peck | |||
Name: Michael d’Amato
|
Name: Jeffrey Peck | |||||
|
||||||
Title: Chief Strategy Officer
|
Title: CEO, Chairman of the Board
|
|
1. |
Position of Employment. The Company will employ the Employee in the position of Executive Vice-President having the duties and responsibilities set forth on Exhibit A attached hereto of the Company and, in that position, Employee will
report to the Board of Directors of the Company. The Company retains the right to change Employee's title, duties, and reporting relationships as may be determined to be in the best interests of the Company; provided, however, that any such
change in Employee's duties shall be consistent with Employee's training, experience, and qualifications.
|
|
The terms and conditions of the Employee's employment shall, to the extent not addressed or described in this Employment Agreement, be governed by the Company's Employee Handbook and existing practices. In the
event of a conflict between this Employment Agreement and the Employee Handbook or existing practices, the terms of this Agreement shall govern.
|
|
2. |
Term of Employment. Employee's employment with the Company shall begin on July 1, 2021, and shall continue for a period of 5 years, after which time continued employment shall be on an "at will" basis, unless:
|
|
a. |
Employee's employment is terminated by either party in accordance with the terms of Section 5 of this Employment Agreement; or
|
|
b. |
Such term of employment is extended or shortened by a subsequent agreement duly executed by each of the parties to this Employment Agreement, in which case such employment shall be subject to the terms and conditions contained in the
subsequent written agreement.
|
|
3. |
Compensation and Benefits.
|
|
a. |
Base Salary. Employee shall be paid a base salary of $33,333 monthly, which is
|
|
|
$400,000 annually ("Base Salary"), subject to applicable federal, state, and local withholding, such Base Salary to be paid to Employee in the same manner and on the same payroll schedule in which all the Company employees receive
payment. Any increases in Employee's Base Salary for years beyond the first year of Employee's employment shall be in the sole discretion of the Company’s Board of Directors, and nothing herein shall be deemed to require any such
increase.
|
|
b. |
Incentive and Deferred Compensation. Employee shall be eligible to participate in all incentive and deferred compensation programs available to other executives or officers of the Company, such participation to be in the same form, under
the same terms, and to the same extent that such programs are made available to other such executives or officers. Nothing in this Employment Agreement shall be deemed to require the payment of bonuses, awards, or incentive compensation to
Employee if such payment would not otherwise be required under the terms of the Company's incentive compensation programs, with the exception of terms of Section 3(c) below.
|
|
c. |
Mergers and Acquisitions. The Company intends to accelerate its growth through potential mergers and acquisitions. As these activities place additional responsibilities on the Employee, incentive compensation not to exceed 3% of the
transaction price will be awarded to the Employee in the form of unrestricted stock award.
|
|
d. |
Employee Benefits. Employee shall be eligible to participate in all employee benefit plans, policies, programs, or perquisites in which other the Company executive or officers participate. The terms and conditions of Employee's
participation in the Company's employee benefit plans, policies, programs, or perquisites shall be governed by the terms of each such plan, policy, or program.
|
|
4. |
Duties and Performance. The Employee acknowledges and agrees that he is being offered a position of employment by the Company with the understanding that the Employee possesses a unique set of skills, abilities, and experiences which will
benefit the Company, and he agrees that his continued employment with the Company, whether during the term of this Employment Agreement or thereafter, is contingent upon his successful performance of his duties in his position as noted above,
or in such other position to which he may be assigned.
|
|
a. |
General Duties.
|
|
1. |
Employee shall render to the very best of Employee's ability, on behalf of the Company, services to and on behalf of the Company, and shall undertake diligently all duties assigned to him by the Company.
|
|
2. |
Employee shall devote his full time, energy and skill to the performance of the services in which the Company is engaged, at such time and place as the Company may direct.
|
|
3. |
Employee shall faithfully and industriously assume and perform with skill, care, diligence and attention all responsibilities and duties connected with his employment on behalf of the Company.
|
|
b. |
Specific Duties. See job description attached to this Agreement as Exhibit A.
|
|
5. |
Termination of Employment. Employee's employment with the Company may be terminated, prior to the expiration of the term of this Employment Agreement, in accordance with any of the following provisions:
|
|
a. |
Termination by Employee. The Employee may terminate his employment at any time during the course of this Agreement by giving three (3) months’ notice in writing to the President of the Company. During the notice period, Employee must
fulfill all his duties and responsibilities set forth above and use his best efforts to train and support his replacement, if any. Failure to comply with this requirement may result in Termination for Cause described below, but otherwise
Employee's salary and benefits will remain unchanged during the notification period.
|
|
b. |
Termination by the Company Without Cause. The Company may terminate Employee's employment at any time during the course of this Agreement by giving twelve (12) months’ notice in writing to the Employee. During the notice period, Employee
must fulfill all of Employee's duties and responsibilities set forth above and use Employee's best efforts to train and support Employee's replacement, if any. Failure of Employee to comply with this requirement may result in Termination for
Cause described below, but otherwise Employee's salary and benefits will remain unchanged during the notification period. The Company, may, in its sole discretion, give Employee severance pay in the amount of the remaining notice period in
lieu of actual employment, and nothing herein shall require Company to maintain employee in active employment for the duration of the notice period.
|
|
c. |
Termination by the Company For Cause. The Company may, at any time and without notice, terminate the Employee for "cause". Termination by the Company of the Employee for "cause" shall include but not be limited to termination based on any
of the following grounds: (a) failure to perform the duties of the Employee's position in a satisfactory manner; (b) fraud, misappropriation, embezzlement or acts of similar dishonesty; (c) conviction of a felony involving moral turpitude;
(d) illegal use of drugs or excessive use of alcohol in the workplace; (e) intentional and willful misconduct that may subject the Company to criminal or civil liability; (f) breach of the Employee's duty of loyalty, including the diversion
or usurpation of corporate opportunities properly belonging to the Company; (g) willful disregard of Company policies and procedures; (h) breach of any of the material terms of this Agreement; and (i) insubordination or deliberate refusal to
follow the instructions of the President of the Company.
|
|
d. |
Termination By Death or Disability. The Employee's employment and rights to compensation under this Employment Agreement shall terminate if
the Employee is unable to perform the duties of his position due to death or disability lasting more than 90 days, and the Employee's heirs, beneficiaries, successors, or
|
|
assigns shall not be entitled to any of the compensation or benefits to which Employee is entitled under this Agreement, except: (a) to the extent specifically provided in this Employment Agreement (b) to the extent required by law; or
(c) to the extent that such benefit plans or policies under which Employee is covered provide a benefit to the Employee's heirs, beneficiaries, successors, or assigns.
|
|
6. |
Confidentiality. Employee agrees that at all times during Employee's employment and following the conclusion of Employee's employment, whether voluntary or involuntary, Employee will hold in strictest confidence and not disclose
Confidential Information (as defined below) to anyone who is not also an employee of the Company or to any employee of the Company who does not also have access to such Confidential Information, without following Company procedures to protect
Confidential Information of Company.
|
|
a. |
"Confidential Information" shall mean any trade secrets or Company proprietary information, including but not limited to manufacturing techniques, processes, formulas, customer lists, inventions, experimental developments, research
projects, operating methods, cost, pricing, financial data, business plans and proposals, data and information the Company receives in confidence from any other party, or any other secret or confidential matters of the Company. Additionally,
Employee will not use any Confidential Information for Employee's own benefit or to the detriment of the Company during Employee's employment or thereafter. Employee also certifies that employment with the Company does not and will not breach
any agreement or duty that Employee has to anyone concerning confidential information belonging to others.
|
|
b. |
“Immunity from Liability for Confidential Disclosure of a Trade Secret to the Government or in a Court Filing:
(1) Immunity—An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a federal, state or local government
official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding,
if such filing is made under seal. (2) Use of Trade Secret Information in Anti-Retaliation Lawsuit—An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to
the attorney of the individual and use the trade secret information in the court proceeding, if the individual—(A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to
court order.”
|
|
7. |
Noncompetition. Employee hereby agrees not to directly or indirectly compete with the business of the Company and its successors and assigns during the period of employment and for a period of two (2) years following termination of
employment and notwithstanding the cause or reason for termination. Employee shall not own, manage,
|
operate, consult or to be employed in a business substantially similar to, or competitive with, the present business of the Company or such other business activity in which the Company may substantially engage during the term of
employment. The jurisdiction for Noncompetition includes the entire United States.
|
|
8. |
Expenses. The Company shall pay or reimburse Employee for any expenses reasonably incurred by him in furtherance of his duties hereunder, including expenses for entertainment, travel, meals and hotel accommodations, upon submission by him
of vouchers or receipts maintained and provided to the Company in compliance with such rules and policies relating thereto as the Company may from time to time adopt.
|
|
9. |
General Provisions.
|
|
Notices. All notices and other communications required or permitted by this Agreement to be delivered by the Company or Employee to the other party shall be delivered in writing to the address shown below,
either personally, by facsimile transmission or by registered, certified or express mail, return receipt requested, postage prepaid, to the address for such party specified below or to such other address as the party may from time to time
advise the other party, and shall be deemed given and received as of actual personal delivery, on the first business day after the date of delivery shown on any such facsimile transmission or upon the date or actual receipt shown on any
return receipt if registered, certified or express mail is used, as the case may be.
|
|
10. |
Amendments and Termination; Entire Agreement. This Agreement may not be amended or terminated except by a writing executed by all of the parties hereto. This Agreement constitutes the entire agreement of the Company and Employee relating
to the subject matter hereof and supersedes all prior oral and written understandings and agreements relating to such subject matter.
|
|
11. |
Successors and Assigns. The rights and obligations of the parties hereunder are not assignable to another person without prior written consent; provided, however, that the Company, without obtaining Employee's consent, may assign its
rights and obligations hereunder to a wholly-owned subsidiary and provided further that any post-employment restrictions shall be assignable by the Company to any entity which purchases all or substantially all of the Company's assets.
|
|
12. |
Severability; Provisions Subject to Applicable Law. All provisions of this Agreement shall be applicable only to the extent that they do not violate any applicable law, and are intended to be limited to the extent necessary so that they
will not render this Agreement invalid, illegal or unenforceable under any applicable law. If any provision of this Agreement or any application thereof shall be held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of other provisions of this Agreement or of any other application of such provision shall in no way be affected thereby.
|
|
13. |
Arbitration; Except as provided in subsection 8(j)(iv) below, the parties hereto agree that any dispute or controversy arising out of, relating to, or in connection with this Agreement, or the interpretation, validity, construction,
performance, breach, or termination of this Agreement, and/or any other dispute arising from or relating to Employee's employment with Company, shall be finally settled by binding arbitration, unless otherwise required by law, administered by
JAMS in accordance with the JAMS Employment Arbitration Rules as then in effect (the "Rules"). A current copy of the JAMS Employment Arbitration Rules can be obtained at https://www.jarnsadr.com/rules- employment-arbitration/. The arbitration
proceedings will be held before a single, neutral arbitrator in the State of Vermont. The fees of the arbitrator and all other costs that are unique to the arbitration process shall be paid by the Company to the extent required by law;
otherwise, each party shall be solely responsible for paying its own costs for the arbitration, including but not limited to attorneys' fees. However, if either party prevails on a claim which affords the prevailing party attorneys' fees
pursuant to law, statute, or contract, the arbitrator may award reasonable attorneys' fees to the prevailing party.
|
|
14. |
Waiver of Rights. No waiver by the Company or Employee of a right or remedy hereunder shall be deemed to be a waiver of any other right or remedy or of any subsequent right or remedy of the same kind.
|
|
15. |
Definitions; Headings; and Number. A term defined in any part of this Employment Agreement shall have the defined meaning wherever such term is used herein. The headings contained in this Agreement are for reference purposes only and shall
not affect in any manner the meaning or interpretation of this Employment Agreement. Where appropriate to the context of this Agreement, use of the singular shall be deemed also to refer to the plural, and use of the plural to the singular.
|
|
16. |
Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original but both of which taken together shall constitute but one and the same instrument.
|
|
17. |
Governing Laws and Forum. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Vermont. The parties hereto further agree that any action brought to enforce any right or obligation under
this Agreement shall be subject to the exclusive jurisdiction of the courts of the State of Vermont The Company and the Employee consent to personal jurisdiction in the courts of the State of Vermont.
|
Employee
|
The Company
|
||||
Frederic Myrick | iSun, Inc. | ||||
|
|
|
|||
By:
|
/s/ Frederick Myrick |
By:
|
/s/ Jeffrey Peck |
Name:
|
Frederick Myrick
|
Name:
|
Jeffrey Peck
|
Title:
|
EVP
|
Title:
|
CEO, Chairman of the Board
|
Name:
|
Frederick Myrick
|
Name:
|
Jeffrey Peck
|
Title:
|
Executive Vice President
|
Title:
|
CEO, Chairman of the Board
|
|
1. |
Position of Employment. The Company will employ the Employee in the position of CEO having the duties and responsibilities set forth on Exhibit A attached hereto of the Company and, in
that position, Employee will report to the Board of Directors of the Company. The Company retains the right to change Employee's title, duties, and reporting relationships as may be determined to be in the best interests of the Company;
provided, however, that any such change in Employee's duties shall be consistent with Employee's training, experience, and qualifications.
|
|
2. |
Term of Employment. Employee's employment with the Company shall begin on July 1, 2021, and shall continue for a period of 5 years, after which time continued employment shall be on an
"at will" basis, unless:
|
|
a. |
Employee's employment is terminated by either party in accordance with the terms of Section 5 of this Employment Agreement; or
|
|
b. |
Such term of employment is extended or shortened by a subsequent agreement duly executed by each of the parties to this Employment Agreement, in which case such employment shall be
subject to the terms and conditions contained in the subsequent written agreement.
|
|
3. |
Compensation and Benefits.
|
|
a. |
Base Salary. Employee shall be paid a base salary of $37,500 monthly, which is
|
|
b. |
Incentive and Deferred Compensation. Employee shall be eligible to participate in all incentive and deferred compensation programs available to other executives or officers of the
Company, such participation to be in the same form, under the same terms, and to the same extent that such programs are made available to other such executives or officers. Nothing in this Employment Agreement shall be deemed to require the
payment of bonuses, awards, or incentive compensation to Employee if such payment would not otherwise be required under the terms of the Company's incentive compensation programs, with the exception of terms of Section 3(c) below.
|
|
c. |
Mergers and Acquisitions. The Company intends to accelerate its growth through potential mergers and acquisitions. As these activities place additional responsibilities on the Employee,
incentive compensation not to exceed 3% of the transaction price will be awarded to the Employee in the form of unrestricted stock award.
|
|
d. |
Employee Benefits. Employee shall be eligible to participate in all employee benefit plans, policies, programs, or perquisites in which other the Company executive or officers
participate. The terms and conditions of Employee's participation in the Company's employee benefit plans, policies, programs, or perquisites shall be governed by the terms of each such plan, policy, or program.
|
|
4. |
Duties and Performance. The Employee acknowledges and agrees that he is being offered a position of employment by the Company with the understanding that the Employee possesses a unique
set of skills, abilities, and experiences which will benefit the Company, and he agrees that his continued employment with the Company, whether during the term of this Employment Agreement or thereafter, is contingent upon his successful
performance of his duties in his position as noted above, or in such other position to which he may be assigned.
|
|
a. |
General Duties.
|
|
1. |
Employee shall render to the very best of Employee's ability, on behalf of the Company, services to and on behalf of the Company, and shall undertake diligently all duties assigned to
him by the Company.
|
|
2. |
Employee shall devote his full time, energy and skill to the performance of the services in which the Company is engaged, at such time and place as the Company may direct.
|
|
3. |
Employee shall faithfully and industriously assume and perform with skill, care, diligence and attention all responsibilities and duties connected with his employment on behalf of the
Company.
|
|
b. |
Specific Duties. See job description attached to this Agreement as Exhibit A.
|
|
5. |
Termination of Employment. Employee's employment with the Company may be terminated, prior to the expiration of the term of this Employment Agreement, in accordance with any of the
following provisions:
|
|
a. |
Termination by Employee. The Employee may terminate his employment at any time during the course of this Agreement by giving three (3) months’ notice in writing to the President of the
Company. During the notice period, Employee must fulfill all his duties and responsibilities set forth above and use his best efforts to train and support his replacement, if any. Failure to comply with this requirement may result in
Termination for Cause described below, but otherwise Employee's salary and benefits will remain unchanged during the notification period.
|
|
b. |
Termination by the Company Without Cause. The Company may terminate Employee's employment at any time during the course of this Agreement by giving twelve (12) months’ notice in writing
to the Employee. During the notice period, Employee must fulfill all of Employee's duties and responsibilities set forth above and use Employee's best efforts to train and support Employee's replacement, if any. Failure of Employee to comply
with this requirement may result in Termination for Cause described below, but otherwise Employee's salary and benefits will remain unchanged during the notification period. The Company, may, in its sole discretion, give Employee severance
pay in the amount of the remaining notice period in lieu of actual employment, and nothing herein shall require Company to maintain employee in active employment for the duration of the notice period.
|
|
c. |
Termination by the Company For Cause. The Company may, at any time and without notice, terminate the Employee for "cause". Termination by the Company of the Employee for "cause" shall
include but not be limited to termination based on any of the following grounds: (a) failure to perform the duties of the Employee's position in a satisfactory manner; (b) fraud, misappropriation, embezzlement or acts of similar dishonesty;
(c) conviction of a felony involving moral turpitude; (d) illegal use of drugs or excessive use of alcohol in the workplace; (e) intentional and willful misconduct that may subject the Company to criminal or civil liability; (f) breach of the
Employee's duty of loyalty, including the diversion or usurpation of corporate opportunities properly belonging to the Company; (g) willful disregard of Company policies and procedures; (h) breach of any of the material terms of this
Agreement; and (i) insubordination or deliberate refusal to follow the instructions of the President of the Company.
|
|
d. |
Termination By Death or Disability. The Employee's employment and rights to compensation under this Employment Agreement shall terminate if the Employee is unable to perform the duties
of his position due to death or disability lasting more than 90 days, and the Employee's heirs, beneficiaries, successors, or assigns
|
|
6. |
Confidentiality. Employee agrees that at all times during Employee's employment and following the conclusion of Employee's employment, whether voluntary or involuntary, Employee will
hold in strictest confidence and not disclose Confidential Information (as defined below) to anyone who is not also an employee of the Company or to any employee of the Company who does not also have access to such Confidential Information,
without following Company procedures to protect Confidential Information of Company.
|
|
a. |
"Confidential Information" shall mean any trade secrets or Company proprietary information, including but not limited to manufacturing techniques, processes, formulas, customer lists,
inventions, experimental developments, research projects, operating methods, cost, pricing, financial data, business plans and proposals, data and information the Company receives in confidence from any other party, or any other secret or
confidential matters of the Company. Additionally, Employee will not use any Confidential Information for Employee's own benefit or to the detriment of the Company during Employee's employment or thereafter. Employee also certifies that
employment with the Company does not and will not breach any agreement or duty that Employee has to anyone concerning confidential information belonging to others.
|
|
b. |
“Immunity from Liability for Confidential Disclosure of a Trade Secret to the Government or in a Court Filing:
|
|
7. |
Noncompetition. Employee hereby agrees not to directly or indirectly compete with the business of the Company and its successors and assigns during the period of employment and for a
period of two (2) years following termination of employment and notwithstanding the cause or reason for termination. Employee shall not own, manage, operate, consult or to be employed in a business substantially similar to, or competitive
with, the present business of the Company or such other business activity in which the Company may substantially engage during the term of employment. The jurisdiction for Noncompetition includes the entire United States.
|
|
8. |
Expenses. The Company shall pay or reimburse Employee for any expenses reasonably incurred by him in furtherance of his duties hereunder, including expenses for entertainment, travel,
meals and hotel accommodations, upon submission by him of vouchers or receipts maintained and provided to the Company in compliance with such rules and policies relating thereto as the Company may from time to time adopt.
|
|
9. |
General Provisions.
|
|
10. |
Amendments and Termination; Entire Agreement. This Agreement may not be amended or terminated except by a writing executed by all of the parties hereto. This Agreement constitutes the
entire agreement of the Company and Employee relating to the subject matter hereof and supersedes all prior oral and written understandings and agreements relating to such subject matter.
|
|
11. |
Successors and Assigns. The rights and obligations of the parties hereunder are not assignable to another person without prior written consent; provided, however, that the Company,
without obtaining Employee's consent, may assign its rights and obligations hereunder to a wholly-owned subsidiary and provided further that any post-employment restrictions shall be assignable by the Company to any entity which purchases all
or substantially all of the Company's assets.
|
|
12. |
Severability; Provisions Subject to Applicable Law. All provisions of this Agreement shall be applicable only to the extent that they do not violate any applicable law, and are intended
to be limited to the extent necessary so that they will not render this Agreement invalid, illegal or unenforceable under any applicable law. If any provision of this Agreement or any application thereof shall be held to be invalid, illegal
or unenforceable, the validity, legality and enforceability of other provisions of this Agreement or of any other application of such provision shall in no way be affected thereby.
|
|
13. |
Arbitration; Except as provided in subsection 8(j)(iv) below, the parties hereto agree that any dispute or controversy arising out of, relating to, or in connection with this Agreement,
or the interpretation, validity, construction, performance, breach, or termination of this Agreement, and/or any other dispute arising from or relating to Employee's employment with Company, shall be finally settled by binding arbitration,
unless otherwise required by law, administered by JAMS in accordance with the JAMS Employment Arbitration Rules as then in effect (the "Rules"). A current copy of the JAMS Employment Arbitration Rules can be obtained at
https://www.jarnsadr.com/rules- employment-arbitration/. The arbitration proceedings will be held before a single, neutral arbitrator in the State of Vermont. The fees of the arbitrator and all other costs that are unique to the arbitration
process shall be paid by the Company to the extent required by law; otherwise, each party shall be solely responsible for paying its own costs for the arbitration, including but not limited to attorneys' fees. However, if either party
prevails on a claim which affords the prevailing party attorneys' fees pursuant to law, statute, or contract, the arbitrator may award reasonable attorneys' fees to the prevailing party.
|
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14. |
Waiver of Rights. No waiver by the Company or Employee of a right or remedy hereunder shall be deemed to be a waiver of any other right or remedy or of any subsequent right or remedy of
the same kind.
|
|
15. |
Definitions; Headings; and Number. A term defined in any part of this Employment Agreement shall have the defined meaning wherever such term is used herein. The headings contained in
this Agreement are for reference purposes only and shall not affect in any manner the meaning or interpretation of this Employment Agreement. Where appropriate to the context of this Agreement, use of the singular shall be deemed also to
refer to the plural, and use of the plural to the singular.
|
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16. |
Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original but both of which taken together shall constitute but one and the same
instrument.
|
|
17. |
Governing Laws and Forum. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Vermont. The parties hereto further agree that any
action brought to enforce any right or obligation under this Agreement shall be subject to the exclusive jurisdiction of the courts of the State of Vermont The Company and the Employee consent to personal jurisdiction in the courts of the
State of Vermont.
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Employee |
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The Company |
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||
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Jeffrey Peck
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iSun, Inc. |
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||
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||
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By:
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/s/ Jeffrey Peck |
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By: | /s/ Stewart Martin |
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Name: Jeffrey Peck
|
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Name: Stewart Martin
|
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||
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Title: CEO
|
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Title: Independent Board Member
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||
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||
By: | /s/ Andy Matthy | |||||
Name: Andy Matthy | ||||||
Title: Independent Board Member
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||||||
By: | /s/ Claudia Meer | |||||
Name: Claudia Meer
|
||||||
Title: Independent Board Member
|
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(i) |
the Accrued Base Salary;
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(ii) |
the Accrued PTO;
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(iii) |
the Accrued Reimburseable Expenses; and
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(iv) |
the Accrued Incentive Bonus.
|
EMPLOYEE: |
COMPANY:
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||||
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Jeffrey Peck
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ISUN, INC.
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||
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By: | /s/ Jeffrey Peck |
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By: | /s/ Andrew Matthy |
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Name: Jeffrey Peck
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Name: Andy Matthy
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||
Title: CEO
|
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Title: Independent Board Member
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||
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||
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By: | /s/ Stewart Martin |
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Name: Stewart Martin
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Title: Independent Board Member
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||
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By: | /s/ Claudia Meer |
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Name: Claudia Meer
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||
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Title: Independent Board Member
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1. |
Position of Employment. The Company will employ the Employee in the position of Chief Financial Officer having the duties and responsibilities set forth on Exhibit A attached hereto of the Company and, in that position, Employee will
report to the Board of Directors of the Company. The Company retains the right to change Employee's title, duties, and reporting relationships as may be determined to be in the best interests of the Company; provided, however, that any such
change in Employee's duties shall be consistent with Employee's training, experience, and qualifications.
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2. |
Term of Employment. Employee's employment with the Company shall begin on July 1, 2021, and shall continue for a period of 5 years, after which time continued employment shall be on an "at will" basis, unless:
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a. |
Employee's employment is terminated by either party in accordance with the terms of Section 5 of this Employment Agreement; or
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b. |
Such term of employment is extended or shortened by a subsequent agreement duly executed by each of the parties to this Employment Agreement, in which case such employment shall be subject to the terms and conditions contained in the
subsequent written agreement.
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3. |
Compensation and Benefits.
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a. |
Base Salary. Employee shall be paid a base salary of $20,833 monthly, which is $250,000 annually ("Base Salary"), subject to applicable federal, state, and local withholding, such Base Salary to be paid to Employee in the same manner and
on the same payroll schedule in which all the Company employees receive payment. Any increases in Employee's Base Salary for years beyond the first year of Employee's employment shall be in the sole discretion of the Company’s Board of
Directors, and nothing herein shall be deemed to require any such increase.
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b. |
Incentive and Deferred Compensation. Employee shall be eligible to participate in all incentive and deferred compensation programs available to other executives or officers of the Company, such participation to be in the same form, under
the same terms, and to the same extent that such programs are made available to other such executives or officers. Nothing in this Employment Agreement shall be deemed to require the payment of bonuses, awards, or incentive compensation to
Employee if such payment would not otherwise be required under the terms of the Company's incentive compensation programs, with the exception of terms of Section 3(c) below.
|
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c. |
Mergers and Acquisitions. The Company intends to accelerate its growth through potential mergers and acquisitions. As these activities place additional responsibilities on the Employee, incentive compensation not to exceed 3% of the
transaction price will be awarded to the Employee in the form of unrestricted stock award.
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d. |
Employee Benefits. Employee shall be eligible to participate in all employee benefit plans, policies, programs, or perquisites in which other the Company executive or officers participate. The terms and conditions of Employee's
participation in the Company's employee benefit plans, policies, programs, or perquisites shall be governed by the terms of each such plan, policy, or program.
|
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4. |
Duties and Performance. The Employee acknowledges and agrees that he is being offered a position of employment by the Company with the understanding that the Employee possesses a unique set of skills, abilities, and experiences which will
benefit the Company, and he agrees that his continued employment with the Company, whether during the term of this Employment Agreement or thereafter, is contingent upon his successful performance of his duties in his position as noted above,
or in such other position to which he may be assigned.
|
|
a. |
General Duties.
|
|
1. |
Employee shall render to the very best of Employee's ability, on behalf of the Company, services to and on behalf of the Company, and shall undertake diligently all duties assigned to him by the Company.
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2. |
Employee shall devote his full time, energy and skill to the performance of the services in which the Company is engaged, at such time and place as the Company may direct.
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3. |
Employee shall faithfully and industriously assume and perform with skill, care, diligence and attention all responsibilities and duties connected with his employment on behalf of the Company.
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b. |
Specific Duties. See job description attached to this Agreement as Exhibit A.
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5. |
Termination of Employment. Employee's employment with the Company may be terminated, prior to the expiration of the term of this Employment Agreement, in accordance with any of the following provisions:
|
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a. |
Termination by Employee. The Employee may terminate his employment at any time during the course of this Agreement by giving three (3) months’ notice in writing to the CEO of the Company. During the notice period, Employee must fulfill all
his duties and responsibilities set forth above and use his best efforts to train and support his replacement, if any. Failure to comply with this requirement may result in Termination for Cause described below, but otherwise Employee's
salary and benefits will remain unchanged during the notification period.
|
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b. |
Termination by the Company Without Cause. The Company may terminate Employee's employment at any time during the course of this Agreement by giving twelve (12) months’ notice in writing to the Employee. During the notice period, Employee
must fulfill all of Employee's duties and responsibilities set forth above and use Employee's best efforts to train and support Employee's replacement, if any. Failure of Employee to comply with this requirement may result in Termination for
Cause described below, but otherwise Employee's salary and benefits will remain unchanged during the notification period. The Company, may, in its sole discretion, give Employee severance pay in the amount of the remaining notice period in
lieu of actual employment, and nothing herein shall require Company to maintain employee in active employment for the duration of the notice period.
|
|
c. |
Termination by the Company For Cause. The Company may, at any time and without notice, terminate the Employee for "cause". Termination by the Company of the Employee for "cause" shall include but not be limited to termination based on any
of the following grounds: (a) failure to perform the duties of the Employee's position in a satisfactory manner; (b) fraud, misappropriation, embezzlement or acts of similar dishonesty; (c) conviction of a felony involving moral turpitude;
(d) illegal use of drugs or excessive use of alcohol in the workplace; (e) intentional and willful misconduct that may subject the Company to criminal or civil liability; (f) breach of the Employee's duty of loyalty, including the diversion
or usurpation of corporate opportunities properly belonging to the Company; (g) willful disregard of Company policies and procedures; (h) breach of any of the material terms of this Agreement; and (i) insubordination or deliberate refusal to
follow the instructions of the President of the Company.
|
|
d. |
Termination By Death or Disability. The Employee's employment and rights to compensation under this Employment Agreement shall terminate if the Employee is unable to perform the duties of his position due to death or disability lasting
more than 90 days, and the Employee's heirs, beneficiaries, successors, or assigns shall not be entitled to any of the compensation or benefits to which Employee is entitled under this Agreement, except: (a) to the extent specifically
provided in this Employment Agreement (b) to the extent required by law; or (c) to the extent that such benefit plans or policies under which Employee is covered provide a benefit to the Employee's heirs, beneficiaries, successors, or
assigns.
|
|
6. |
Confidentiality. Employee agrees that at all times during Employee's employment and following the conclusion of Employee's employment, whether voluntary or involuntary, Employee will hold in strictest confidence and not disclose
Confidential Information (as defined below) to anyone who is not also an employee of the Company or to any employee of the Company who does not also have access to such Confidential Information, without following Company procedures to protect
Confidential Information of Company.
|
|
a. |
"Confidential Information" shall mean any trade secrets or Company proprietary information, including but not limited to manufacturing techniques, processes, formulas, customer lists, inventions, experimental developments, research
projects, operating methods, cost, pricing, financial data, business plans and proposals, data and information the Company receives in confidence from any other party, or any other secret or confidential matters of the Company. Additionally,
Employee will not use any Confidential Information for Employee's own benefit or to the detriment of the Company during Employee's employment or thereafter. Employee also certifies that employment with the Company does not and will not breach
any agreement or duty that Employee has to anyone concerning confidential information belonging to others.
|
|
b. |
“Immunity from Liability for Confidential Disclosure of a Trade Secret to the Government or in a Court Filing:
|
|
7. |
Noncompetition. Employee hereby agrees not to directly or indirectly compete with the business of the Company and its successors and assigns during the period of employment and for a period of two (2) years following termination of
employment and notwithstanding the cause or reason for termination. Employee shall not own, manage, operate, consult or to be employed in a business substantially similar to, or competitive with, the present business of the Company or such
other business activity in which the Company may substantially engage during the term of employment. The jurisdiction for Noncompetition includes the entire United States.
|
|
8. |
Expenses. The Company shall pay or reimburse Employee for any expenses reasonably incurred by him in furtherance of his duties hereunder, including expenses for entertainment, travel, meals and hotel accommodations, upon submission by him
of vouchers or receipts maintained and provided to the Company in compliance with such rules and policies relating thereto as the Company may from time to time adopt.
|
|
9. |
General Provisions.
|
|
10. |
Amendments and Termination; Entire Agreement. This Agreement may not be amended or terminated except by a writing executed by all of the parties hereto. This Agreement constitutes the entire agreement of the Company and Employee relating
to the subject matter hereof and supersedes all prior oral and written understandings and agreements relating to such subject matter.
|
|
11. |
Successors and Assigns. The rights and obligations of the parties hereunder are not assignable to another person without prior written consent; provided, however, that the Company, without obtaining Employee's consent, may assign its
rights and obligations hereunder to a wholly-owned subsidiary and provided further that any post-employment restrictions shall be assignable by the Company to any entity which purchases all or substantially all of the Company's assets.
|
|
12. |
Severability; Provisions Subject to Applicable Law. All provisions of this Agreement shall be applicable only to the extent that they do not violate any applicable law, and are intended to be limited to the extent necessary so that they
will not render this Agreement invalid, illegal or unenforceable under any applicable law. If any provision of this Agreement or any application thereof shall be held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of other provisions of this Agreement or of any other application of such provision shall in no way be affected thereby.
|
|
13. |
Arbitration; Except as provided in subsection 8(j)(iv) below, the parties hereto agree that any dispute or controversy arising out of, relating to, or in connection with this Agreement, or the interpretation, validity, construction,
performance, breach, or termination of this Agreement, and/or any other dispute arising from or relating to Employee's employment with Company, shall be finally settled by binding arbitration, unless otherwise required by law, administered by
JAMS in accordance with the JAMS Employment Arbitration Rules as then in effect (the "Rules"). A current copy of the JAMS Employment Arbitration Rules can be obtained at https://www.jarnsadr.com/rules- employment-arbitration/. The arbitration
proceedings will be held before a single, neutral arbitrator in the State of Vermont. The fees of the arbitrator and all other costs that are unique to the arbitration process shall be paid by the Company to the extent required by law;
otherwise, each party shall be solely responsible for paying its own costs for the arbitration, including but not limited to attorneys' fees. However, if either party prevails on a claim which affords the prevailing party attorneys' fees
pursuant to law, statute, or contract, the arbitrator may award reasonable attorneys' fees to the prevailing party.
|
|
14. |
Waiver of Rights. No waiver by the Company or Employee of a right or remedy hereunder shall be deemed to be a waiver of any other right or remedy or of any subsequent right or remedy of the same kind.
|
|
15. |
Definitions; Headings; and Number. A term defined in any part of this Employment Agreement shall have the defined meaning wherever such term is used herein. The headings contained in this Agreement are for reference purposes only and shall
not affect in any manner the meaning or interpretation of this Employment Agreement. Where appropriate to the context of this Agreement, use of the singular shall be deemed also to refer to the plural, and use of the plural to the singular.
|
|
16. |
Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original but both of which taken together shall constitute but one and the same instrument.
|
|
17. |
Governing Laws and Forum. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Vermont. The parties hereto further agree that any action brought to enforce any right or obligation under
this Agreement shall be subject to the exclusive jurisdiction of the courts of the State of Vermont The Company and the Employee consent to personal jurisdiction in the courts of the State of Vermont.
|
Employee |
|
The Company |
|
|||
|
|
|
|
|||
John Sullivan |
|
iSun, Inc. |
|
|||
|
|
|
|
|||
By: |
/s/ John Sullivan
|
|
By: |
/s/ Jeffrey Peck
|
|
|
Name: John Sullivan |
|
Name: Jeffrey Peck |
|
|||
Title: CFO |
|
Title: CEO, Chariman of the Board |
|
(i)
|
the Accrued BaseSalary;
|
|
(ii) |
the Accrued PTO;
|
|
(iii) |
the Accrued Reimburseable Expenses; and
|
|
(iv) |
the Accrued Incentive Bonus.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of iSun, Inc.;
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date: November 15, 2021
|
By:
|
/s/ Jeffrey Peck
|
|
|
Jeffrey Peck
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of iSun, Inc.;
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date: November 15, 2021
|
By:
|
/s/ John Sullivan
|
|
|
John Sullivan
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
|
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
|
Date: November 15, 2021
|
By:
|
/s/ Jeffrey Peck
|
|
|
Jeffrey Peck
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
|
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
|
Date: November 15, 2021
|
By:
|
/s/ John Sullivan
|
|
|
John Sullivan
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|