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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 25, 2023 (January 24, 2023)

 

 

 

ISUN, INC.

(Exact name of registrant as specified in its charter)

 

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

(Commission

File Number)

   (I.R.S. Employer
Identification Number)

 

400 Avenue D, Suite 10, Williston, Vermont 05495

(Address of Principal Executive Offices) (Zip Code)

 

(802) 658-3378

(Registrant’s telephone number, including area code)

 

 

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

 

 

 

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

 

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

 

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

 

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

 

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

 

Emerging growth company ☒

 

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

 

 

 

 

 

 

Item 8.01 Other Events.

 

On January 24, 2023, iSun, Inc. (the “Company”) adjourned its 2023 Special Meeting of the Stockholders (the “Special Meeting”) pursuant to Article II, Section 2.4 of the Company’s Bylaws. The Special Meeting was adjourned until January 31, 2023 at 2:00 PM, due to the fact that there were insufficient votes present to convene the meeting.

 

The polls will remain open for voting during the adjournment period. The record date for the Annual Meeting has not changed. Only stockholders of record at the close business on December 12, 2022 (the “Record Date”) are entitled to vote at the reconvened Annual Meeting. As of the close of business on the Record Date, there were 14,851,369 shares of the Company’s Common Stock outstanding and entitled to vote.

 

On January 25, 2023 the Company issued a press release announcing the adjournment of the Special Meeting. The press release issued by the Company is attached as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

 

Forward-Looking Statements

 

Exhibit 99.1 contains, and may implicate, forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1 Press Release of iSun, Inc., dated January 25, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

  

 

 

 

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 25, 2023

 

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

 

 

 

 

Exhibit 99.1

 

A picture containing text, clipart Description automatically generated

 

iSun Inc. Announces Adjournment of 2023 Special Meeting of Stockholders

 

Williston, VT, January 25, 2023 – iSun Inc. (NASDAQ: ISUN) (the “Company,” or “iSun”), a leading solar energy and clean mobility infrastructure company with 50-years of experience accelerating the adoption of innovative electrical technologies, today announced that the Special Meeting of Stockholders (“the Meeting”) which was scheduled for yesterday, January 24, 2023 was adjourned to provide additional time for the Company to solicit additional proxies. The 2023 Special Meeting of Stockholders will now be held on Tuesday, January 31, 2023 beginning at 2:00 P.M (Eastern Time).

 

About iSun Inc.

 

Since 1972, iSun has accelerated the adoption of proven, life-improving innovations in electrification technology. iSun has been the trusted service provider to Fortune 500 companies for decades and has installed clean rooms, fiber optic cables, flight simulators, and over 600 megawatts of solar systems. The Company currently provides a comprehensive suite of solar services across residential, commercial, industrial & municipal, and utility scale projects and provides solar electric vehicle charging solutions for both grid-tied and battery backed solar EV charging systems. iSun believes that the transition to clean, renewable solar energy is the most important investment to make today and is focused on profitable growth opportunities. Please visit www.isunenergy.com for additional information.

 

Forward Looking Statements

 

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words or phrases such as “may,” “should,” “expects,” “could,” “intends,” “plans,” “anticipates,” “estimates,” “believes,” “forecasts,” “predicts” or other similar expressions are intended to identify forward-looking statements, which include, without limitation, earnings forecasts, effective tax rate, statements relating to our business strategy and statements of expectations, beliefs, future plans and strategies and anticipated developments concerning our industry, business, operations and financial performance and condition.

 

The forward-looking statements included in this press release are based on our current expectations, projections, estimates and assumptions. These statements are only predictions, not guarantees. Such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict. These risks and uncertainties may cause actual results to differ materially from what is forecast in such forward-looking statements, and include, without limitation, the risk factors described from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K.

 

All forward-looking statements included in this press release are based on information currently available to us, and we assume no obligation to update any forward-looking statement except as may be required by law.

 

For more information contact:

iSun Investor Relations

IR: IR@isunenergy.com