エドガーで原本を確認する
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): April 22, 2024 (April 16, 2024)
ISUN, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37707 | 47-2150172 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| 400 Avenue D, Suite 10, Williston, Vermont 05495 |
| (Address of Principal Executive Offices) (Zip Code) |
|
(802) 658-3378 |
| (Registrant’s telephone number, including area code) |
|
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.0001 par value per share | ISUN | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Relinquishment by Robert J. Zulkoski of role as Chief Executive Officer.
Effective April 16, 2024, Robert J. Zulkoski relinquished his role as Chief Executive Officer of the Company.
Appointment of Jeffrey Peck as Chief Executive Officer and Interim Chief Financial Officer
Effective April 16, 2024, the Board appointed Jeffrey Peck to serve as Chief Executive Officer and Interim Chief Financial Officer. Effective April 17, 2024, Mr. Peck resigned as Interim Chief Financial Officer. In connection with his appointment, the Company and Mr. Peck have modified Mr. Peck’s Employment Agreement to designate his title as Chief Executive Officer, reporting to the Board.
Appointment of Rob Vanderbeek as Interim Chief Financial Officer
Effective April 17, 2024, the Board appointed Rob Vanderbeek to serve as Interim Chief Financial Officer pursuant to a Letter of Engagement between Novo Advisors, LLC and the Company, dated April 16, 2024. Mr. Vanderbeek will not receive any direct compensation from the Company other than indirectly in connection with the fees paid by the Company to Novo Advisors, LLC.
Mr. Vanderbeek is a partner with Novo Advisors, LLC, and has more than 30 years of restructuring, performance improvement and a deep understanding of corporate finance and due diligence in a broad range of industries, including healthcare, renewable energy, financial services, transportation and trucking, manufacturing, mortgage products, real estate, retail, hospitality, equipment leasing and distribution.
Mr. Vanderbeek has led many companies facing operational and financial challenges through the restructuring and sales processes for various constituents. He has served as interim COO, CFO, Treasurer and other interim mandates related to complex matters and has also played key roles in operational cost rationalization efforts.,
Item 7.01. Regulation FD Disclosure
On April 22, 2024, the Company issued a press release with respect to Mr. Zulkoski relinquishing his role as Chief Executive Officer, Mr. Peck’s appointment as Chief Executive Officer and Mr. Vanderbeek’s appointment as Interim Chief Financial Officer. The full text of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
Item 9.01. Exhibits.
| 99.1 | Press Release of iSun, Inc., dated April 22, 2024. | |
| 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: April 22, 2024
| iSun, Inc. | ||
| By: | /s/ Jeffrey Peck | |
| Name: | Jeffrey Peck | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
FOR IMMEDIATE RELEASE:
iSun, Inc. Announces Restructuring of Executive Team
WILLISTON, VT, April 22, 2024—(BUSINESS WIRE)—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, is proud to announce a strategic restructuring of its executive team aimed at driving innovation, enhancing operational efficiency, and ensuring sustained performance in a rapidly evolving market landscape.
Effective immediately, Jeff Peck is appointed as Chief Executive Officer of iSun, Inc. Additionally, Rob Vanderbeek is appointed as the Interim Chief Financial Officer of iSun, Inc.
Mr. Zulkoski, who has been a valuable member of the management team, will relinquish his role as CEO. Since Mr. Zulkoski’s appointment, Jeff has played an integral role in supporting the restructuring efforts and has developed a strong working relationship. His deep understanding of our business and commitment to iSun’s vision make him the ideal candidate to lead iSun into its next phase.
“I’m excited to step back into the role of CEO and continue the remarkable journey that Bob has paved for us. Together with our dedicated team, I am committed to driving our company forward, embracing new opportunities, and delivering value to our customers and stakeholders. Our focus remains on innovation, growth, and ensuring that iSun remains a leader in our industry.” said Jeff Peck.
iSun is pleased to welcome Mr. Vanderbeek to the executive team during this critical period of restructuring and growth. His extensive experience in operational and financial challenges will be invaluable as iSun continues to navigate market dynamics and pursue strategic opportunities.
Rob Vanderbeek brings more than 30 years of restructuring, performance improvement, and corporate finance expertise to iSun. As a partner at Novo Advisors, LLC, he has a deep understanding of various industries, including healthcare, renewable energy, financial services, transportation, manufacturing, real estate, and more. Mr. Vanderbeek has led numerous companies through restructuring and sales processes.
With these changes, iSun reaffirms its commitment to excellence and innovation. We are confident that our restructured executive team will effectively steer the company towards continued success for our customers, shareholders, and employees.
About iSun, Inc.
Since 1972, iSun has accelerated the adoption of innovations in energy transition and 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.
IR Contact:
IR@isunenergy.com