UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 5, 2021 (December 30, 2020)

 

 

 

THE PECK COMPANY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-37707   47-2150172
(State or other jurisdiction of
incorporation or organization) 		 

(Commission

File Number)

  (I.R.S. Employer
Identification Number)

 

4050 Williston Road, #511, South Burlington, Vermont 05403

(Address of Principal Executive Offices) (Zip Code)

 

(802) 658-3378

(Registrant’s telephone number, including area code)

 

Not Applicable

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

  

 

 

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

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

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

 

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

 

Emerging growth company [X]

 

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

   

 

 

 

 

  

Item 1.01. Entry into a Material Definitive Agreement.

 

Summary Term Sheet

 

On December 30, 2020, The Peck Company Holdings, Inc., a Delaware corporation (the “Parent”), entered into a Summary Term Sheet (the “Term Sheet”) by and among the Parent, iSun Energy, LLC, a Delaware limited liability company (the “Company”), Sassoon M. Peress (“Peress”) and Renewz Sustainable Solutions, Inc., a Canadian corporation. As indicated in the Press Release attached as Exhibit 99.1, on the Closing Date, Parent will acquire the Company and change its name to iSun Energy, Inc and trade on Nasdaq under the symbol “ISUN”. All capitalized terms have the meanings ascribed in the Term Sheet.

 

The Term Sheet provides that upon the terms and subject to the conditions to be set forth in a definitive Merger Agreement (“Merger Agreement”), Peck Mercury, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) will merge with and into the Company (the “Merger”), with the Company as the surviving corporation in the Merger and becoming a wholly-owned subsidiary of Parent (the “Surviving Corporation”). As the sole member of the Company, Peress will receive 400,000 shares of Parent Common Stock over five years, warrants to purchase up 200,000 shares of Parent Common Stock, and up to 240,000 shares of Parent Common Stock based on certain performance milestones. The shares of Parent Common Stock to be issued in connection with the Merger will be listed on the NASDAQ Capital Market. The Merger is intended to qualify as a reorganization for U.S. federal income tax purposes.

 

The Merger Agreement will contain customary representations and warranties from each of Parent and the Company, and each party has agreed to customary covenants, including, among others, covenants relating to the conduct of the Company’s and Parent’s businesses during the interim period between the execution of the Terms Sheet and the Closing Date.

 

The definitive Merger Agreement is subject to the Parent’s Board approval.

 

The foregoing description of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

 

Item 8.01 Other Events.

 

On January 5, 2021, the Company and Parent issued a joint press release announcing that the Company and the Parent had entered into the Term Sheet and certain other matters. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

 
 

 

Item 9.01. Financial Statement and Exhibits.

 

(d) Exhibits

 

Number   Description
     
2.1   Summary Term Sheet, dated December 30, 2020, by and among iSun Energy, LLC, The Peck Company Holdings, Inc., Sassoon M. Peress, and Renewz Sustainable Solutions, Inc.
     

99.1

 

Press Release dated January 5, 2021 regarding the Term Sheet

 

Additional Information about the Transaction and Forward-Looking Statements

 

This document contains forward-looking statements concerning the Merger, future financial and operating results, benefits and synergies of the Merger, future opportunities for the combined businesses and any other statements regarding events or developments that the parties believe or anticipate will or may occur in the future. Risks and uncertainties may cause actual results and benefits of the Merger to differ materially from management expectations. Potential risks and uncertainties include, among others: general economic conditions and conditions affecting the industries in which the Parent and the Company operate. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in the Parent’s SEC filings, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and this 8-K. These forward-looking statements speak only as of the date of this communication and the Parent assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise, except as required by law.

 

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

 

 

 

  

SIGNATURE

 

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

 

Dated: January 5, 2021

 

  The Peck Company Holdings, Inc.
     
  By: /s/ Jeffrey Peck
  Name: Jeffrey Peck
  Title: Chief Executive Officer

 

 

 

 

Exhibit 2.1 

 

 

BINDING

SUMMARY TERM SHEET

 

December 30, 2020

 

Mr. Sassoon M. Peress

CEO

iSun Energy LLC

4710 St-Ambroise Street

Unit 242

Montreal, Quebec H4C2C7

Canada

 

Dear Sass:

 

We are very pleased to submit a binding summary term sheet relating to the acquisition of iSun Energy LLC, a Delaware limited liability company (‘iSun”) by The Peck Company Holdings, Inc., a Delaware corporation (“PECK”). PECK, iSun, Sassoon M. Peress (“Peress”) and Renewz Sustainable Solutions, Inc., a Canadian corporation (“Renewz”) are together referred to as the “parties”. Upon execution of this Term Sheet, counsel to PECK will draft the definitive transaction documents (the “Definitive Agreements”) in order to consummate this Transaction (“Transaction”).

 

The Transaction is subject to approval by PECK’s Board of Directors, in their sole discretion (the Approval”).

 

The provisions of this Term Sheet are binding and it is understood that Term Sheet constitutes a statement of our agreements with respect to the Transaction.

 

Part A – Business Terms

 

Merger Through a statutory merger, iSun will merge with and into a wholly-owned subsidiary of PECK, Peck Mercury, Inc.  The Merger shall qualify as a tax-free reorganization under Section 368(a) (1) (B) of the Internal Revenue Code of 1986, as amended.  Shares issued in the Merger will be subject to a one-year lockup period after the issuance of such Shares.
Issuance of Shares/Warrants.

In consideration for acquiring 100% ownership interest in iSun, PECK will issue shares of PECK Common Stock (the “Shares”) to Peress, the sole member of iSun as follows:

 

200,000 Shares on January 8th, 2021 (Closing)

50,000 Shares on January 3rd, 2022

50,000 Shares on January 2nd, 2023

50,000 Shares on January 2nd, 2024

50,000 Shares on January 2nd, 2025

 

4050 Williston Rd. Ste 511, South Burlington, VT 05403

www.peckcompany.com

 

 

 

  

 

 

 

In addition, PECK shall issue to Peress Common Stock Purchase Warrants to acquire 100,000 shares of Common Stock at an exercise price equal to $12, 00 per share, exercisable after the closing stock price of PECK’S Common Stock is greater than or equal to $12 per share for 20 trading days in any 30-day period, such Warrants to expire upon the 2nd anniversary of issuance and contain a cashless exercise provision.

 

In addition, PECK shall issue to Peress Common Stock Purchase Warrants to acquire 100,000 shares of Common Stock at an exercise price of $25.00 per share, exercisable after the closing price of PECK’s Common Stock is greater than or equal to $25 per share for 20 trading days in any 30-day period, such Warrants to expire upon the 3rd anniversary of issuance and contain a cashless exercise provision.

Due Diligence From and after the date of acceptance of this Term Sheet,   iSun will allow PECK and its  advisors, full access to the books, accounts, records, tax returns, material contracts and other information, data, documents and materials for the purpose of PECK completing its due diligence reviews.
Closing January 8, 2021 or as soon thereafter as practicable.
Intellectual Property Assignment In consideration of the payment of $50,000 by PECK, Peress and Renewsz will irrevocably assign to PECK, all rights to all patented or un-patented, registered or unregistered intellectual property owned them, including, without limitation, the Canadian and United States registration for the mark:  “iSun”    .
Renewz  Consulting Agreement

Renewz will execute a Consulting Agreement with Peck, to provide the services of Peress to include the following terms:

 

2021 Base Consulting Fee : $175,000

Signing Fee at Closing : $50,000

Annual expense account (car, phone, etc.): $24,000. This includes reasonable driving mileage but no other travel expenses.

Vacation: Three weeks paid vacation each year

Marketing Services Contract

Renewz will provide marketing and other services pursuant to a definitive marketing services contract.

 

PECK will issue additional Shares to Peress in connection with completion of certain milestones in the following projects:

 

Energos/Terrascale – 10,000 Shares for each $10,000,000 in invoiced revenue generated, 30,000 additional Shares for achieving $90,000,000 in aggregate invoiced revenue generated. Milestone awards available through December 31, 2023. (120,000 Shares available)

 

Parking/Infrastructure Fund – 10,000 Shares for each $10,000,000 in invoiced revenue generated, 30,000 additional Shares granted for achieving $90,000,000 in aggregate invoiced revenue generated. Milestone awards available through December 31, 2023. (120,000 Shares available)

 

4050 Williston Rd. Ste 511, South Burlington, VT 05403

www.peckcompany.com

 

 

 

  

 

Part B – Legal Provisions

 

Execution of Definitive

Agreements

PECK and iSun will work diligently and exclusively to consummate the Definitive Agreements by January 8, 2021 (the “Closing Date”).
No Shop Through January 31, 2021 (the “ Exclusivity Date”), each of iSun, Peress and Renewz  agrees it will not, directly or indirectly take any action to solicit, initiate, encourage or assist the submission of any proposal, negotiation or offer from any person or entity with respect to any merger, business combination, issuance of securities, reorganization, tender or exchange offer, or any similar transaction, or the sale or other disposition of a material portion of such party’s assets, and shall notify the other party promptly of any unsolicited inquiries by any third parties in regards to the foregoing.
Termination This Term Sheet may be terminated by mutual written consent at any time.
Expenses Each party agrees to bear their own costs/expenses for due diligence and other customary expenses up to and including the Definitive Agreements, the Approval and Closing.
Governing Law This Summary Term Sheet shall be interpreted and governed by the laws of the State of Delaware.

 

4050 Williston Rd. Ste 511, South Burlington, VT 05403

www.peckcompany.com

 

 

 

  

 

Please indicate your acceptance of the foregoing by executing and returning a copy no later than 5:00 P.M. Eastern Time, on Thursday, December 31, 2020.

 

Sincerely,   AGREED AND ACCEPTED
         
The Peck Company Holdings, Inc.   iSun Energy LLC
         
By: /s/ Jeffrey Peck   By: /s/ Sassoon M.  Peress
         
Name: Jeffrey Peck   Name: Sassoon M. Peress
Title: Chief Executive Officer   Title: Chief Executive Officer (Member)
      Date: Dec 30, 2020

 

    Renewz Sustainable Solutions, Inc.
                  
    By: /s/ Sassoon M. Peress
     
    Name: Sassoon M. Peress
    Title: CEO
    Date: Dec 30, 2020

  

    /s/ Sassoon M. Peress
    Sassoon M. Peress, Individually
    Date:          

 

4050 Williston Rd. Ste 511, South Burlington, VT 05403

www.peckcompany.com

 

 

  

 

Exhibit 99.1

 

 

 

Press Release

January 5th, 2021

 

The Peck Company Holdings to Acquire iSun Energy LLC, Award-Winning Solar-Powered Electric Vehicle Infrastructure Provider and Clean Energy Product Innovator

 

Accretive acquisition with $2M near-term revenue commitments, 30-40% project gross margin and a software platform for recurring energy service revenues.

 

SOUTH BURLINGTON, VT – Business Wire – January 5, 2021.

 

The Peck Company Holdings, Inc. (NASDAQ: PECK) (“Peck”), a leading commercial solar engineering, procurement and construction (“EPC”) company and iSun Energy LLC. (“iSun”), a provider of innovative solar power, electric mobility and smart city solutions for government, commercial, retail, academic and data-center projects, today announced that they have entered into a binding term sheet under which Peck will acquire iSun in an all-stock transaction. Mr. Peress will become Chief Innovation and Experience Officer.

 

Acquisition Rationale

 

Peck established a dominant position over the past 50 years as a leading electrical and data contractor, as well as the largest solar EPC in Vermont, focused on high-quality commercial, industrial and small-utility scale solar projects. Despite COVID related challenges last year, there were no project cancellations, and the last reported pipeline was $56M, with no anticipated overhead additions required to execute the existing pipeline. Peck has been executing a disciplined growth plan since becoming a public company in June 2019, and accretive M&A has been a top priority. Acquiring the iSun® Brand and its innovations is consistent with Peck’s evolution toward serving our customers as a full-service energy solutions provider. Furthermore, adding the higher margin products and energy services will have a positive impact on typical solar EPC margins. Combining Peck’s profitable EPC business for solar, data and electrical contracting with award-winning products and platforms that are modular, scalable and connected is a powerful combination that differentiates the company from other solar EV charging companies.

 

Highlights

 

● PECK will change its name to iSun Energy and trade on Nasdaq under the ticker “ISUN” upon closing.
● Peck Solar will continue to serve the commercial, industrial and utility-scale solar markets with high quality rooftop and ground mount solar installations, and, along with Peck Data and Peck Electric business units, will expand into new markets.
● The iSun® Brand offerings include the iSun Energy & Mobility Hub, a solar canopy for EV charging, and the iSun Oasis Smart Solar Bench will immediately begin to be offered by the entire group to its current and new prospect base.

 

 
 

 

● iSun Energy near term pipeline is in Connecticut, Massachusetts, New York and other locations, to be announced shortly.
● Timely market expansion capitalizes on the Biden administration’s plan to make major public investments in renewables and electric mobility infrastructure, including in 500,000 electric vehicle charging stations.
● Industry experts anticipate 100 GWs of solar infrastructure will be constructed over the next 5 years, representing 50% growth.

 

iSun® Brand Products

 

The flagship iSun Energy & Mobility Hub is the result of 30 years of passion, dedication, and innovation through sustainability. The iSun solar EV carport charging systems incorporate solar panels to charge electric vehicles while providing unparalleled software insights into data surrounding the energy produced, consumed, air quality effects and other key metrics. The iSun Oasis Smart Solar Bench is expected to be an integral part in developing smart cities and campuses and has the ability to charge any mobile device through integrated solar panels that collect and store energy throughout the day. iSun’s accompanying data platform allows for monitoring and analysis of key metrics through built in iOT (Internet of Things) sensors. The platform also affords both physical and digital advertising and branding, for additional recurring revenue opportunities. iSun’s Augmented Reality 3D software platform helps clients visualize their projects before they are built, making it easy for our clients to adopt sustainable solutions and to understand their impact on sustainability.

 

Management Commentary

 

Jeffrey Peck, Chairman of the Board and Chief Executive Officer of Peck, commented, “The acquisition of iSun Energy with its strong brand and innovative products is transformational for Peck. Consistent with our full-service approach to customers, we are having more conversations about Energy as a Service as we reach new customers in the fast-growing clean energy, smart-city and mobility industry. More customers want to experience the benefits of the clean energy, and we want to provide them that service by owning and managing the assets. We expect the new relationships we build will be a catalyst for the company’s rapid growth. As we re-brand to iSun Energy and expand into new markets with higher-margin products, we are dedicated to profitable growth for our shareholders and to high-quality service that our customers expect. Our incredible team and the services we currently provide through Peck Solar, Peck Data, and Peck Electric remain a strong platform to support our growth and will be leveraged in the new markets we will serve. We are also pleased to welcome Sass Peress as Chief Innovation and Experience Officer. He has been an innovator in our industry since 1988 when he founded a solar energy company that sold some of the first solar charging products in the world, and then moved into electric vehicle charging technology in 2010. He will help us communicate our new offerings through the iSun® Brand and will lead new business development, marketing and technology initiatives across mobility, smart city, and other markets.”

 

 
 

 

Sass Peress, Founder and Chief Executive Officer of iSun Energy LLC, added, “We create innovative products to serve important unmet needs in the industry, and joining with Peck assures that we will be able to deliver on the promises to a much wider audience, in manners more efficient and effective than ever before. Designing and integrating with today’s complex energy systems requires an ecosystem approach to assure grid resilience. Technologies such as Vehicle to Grid, internet of things (IoT) connectivity, stationary storage, and more are becoming central to satisfying smart grid and off-grid opportunities of the future.” “Our ‘Triple ROI’ approach (investment, intention, impact) is important to satisfy various stakeholders, and our ability to custom-tailor assets for sites means that we can now truly create unique experiences for clients, while delivering higher margins to our combined bottom line. We are proud to be joining Peck given the strength of their precision execution combined with our innovations are perfectly synergistic”, added Peress.

 

As the new administration, Armed Forces, municipalities, and corporate entities increase support for renewable energy infrastructure and electrify their vehicle fleets, iSun’s customized approach will allow for tailoring of technologies that are easily deployable, scalable, robust and intelligent. The AI (artificial intelligence) code that iSun has in development will allow for “right-sizing” of energy generation, storage assets, and electric vehicle charging infrastructure, with the goal of improving resiliency for on/off-grid applications.

 

iSun’s innovations were recognized this year by the Solar Impulse Foundation of Bertrand Piccard as one of the globe’s Top 1000 Sustainability Solutions. As a winner, this award will result in the iSun solution being presented to hundreds of government entities around the world, including various municipal, state and federal agencies in the United States.

 

The transaction is expected to close in January 2021, subject to approval by Peck’s Board of Directors.

 

About The Peck Company Holdings, Inc.

 

Headquartered in South Burlington, VT, The Peck Company Holdings, Inc. (NASDAQ: PECK) is a 2nd-generation family business founded in 1972 and rooted in values that align people, purpose, and profitability. Ranked by Solar Power World as one of the leading commercial solar contractors in the Northeastern United States, Peck provides EPC services to solar energy customers for projects ranging in size from several kilowatts to multi-megawatt systems for commercial and utility scale projects. Peck has installed over 200 megawatts of solar systems since it started installing solar PV in 2012 and continues its focus on profitable growth opportunities. For more information, visit www.peckcompany.com.

 

About iSun Energy LLC

 

iSun Energy develops and deploys solar energy and smart city e-mobility hubs. The Burlington, Vermont based company is on a mission to provide clean energy and mobility, through the delivery of smart, solar energy generating structures, combined with EV charging, air quality tracking, and energy-resiliency services. iSun continues to add other proprietary products to serve the needs of smart-cities powered by clean energy. For more information, visit www.isunenergy.com.

 

 
 

 

Forward Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) the benefits of the proposed merger, including future financial and operating results, cost savings and synergies, effects on cash flow, market accessibility, financing opportunities, enhancements to revenue and accretion to reported earnings that may be realized from the proposed merger; (ii) Peck’s and iSun’s plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts; and (iii) other statements identified by words such as “expects” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “targets,” “projects,” or words of similar meaning generally intended to identify forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of the respective management of Peck and iSun and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of Peck and iSun. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements because of possible uncertainties.

 

No Offer or Solicitation

 

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed merger or otherwise. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful.

 

Contacts

The Peck Company Holdings Investor Contact:

Michael d’Amato

IR@peckcompany.com

Phone: 802-264-2040

 

iSun Energy LLC Contact:

Sass Peress

sass@isunenergy.com

Phone: 514-909-5047