Current Report Filing (8-k)
31 Januar 2023 - 10:17PM
Edgar (US Regulatory)
0001634447 false 0001634447 2023-01-31
2023-01-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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 31, 2023 (January 31, 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
5.07 |
Submission
of Matters to a Vote of Security Holders. |
On
January 31, 2023, the Company reconvened a Special Meeting of
Stockholders, originally scheduled for January 24, 2023 and
adjourned until January 31, 2023 (the “Special Meeting”). At the
reconvened Special Meeting, there were 7,722,004 shares of Common
Stock present at the Special Meeting in person or by proxy, which
represented 52% of the voting power of the shares of Common Stock
entitled to vote at the Special Meeting, and which constituted a
quorum for the transaction of business. Holders of Common Stock
were entitled to one vote for each share held as of the close of
business on December 12, 2022. At the Special Meeting, the
Company’s stockholders approved the following proposals, which are
described in more detail in the Company’s Definitive Proxy
Statement filed with the Securities and Exchange Commission on
December 22, 2022.
Proposal
1. To approve, for the purposes of Listing Rule 5635 of The Nasdaq
Stock Market, the issuance of shares of the Company’s Common Stock
under the Senior Secured Convertible Notes issued by the Company on
November 4, 2022.
|
For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
|
7,360,993 |
|
308,867 |
|
52,144 |
|
(0) |
Proposal
1 was approved.
Proposal
2. To approve the adjournment of the Special Meeting, if necessary,
to solicit additional proxies in the event that there are not
sufficient votes at the time of the Special Meeting to approve the
other proposal.
|
For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
|
7,358,383 |
|
339,274 |
|
24,347 |
|
(0) |
Proposal
2 was approved.
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 31, 2023
| |
iSun,
Inc. |
|
|
|
|
|
|
By: |
/s/
Jeffrey Peck |
| |
Name: |
Jeffrey
Peck |
| |
Title: |
Chief
Executive Officer |
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