false
--12-31
0000022701
0000022701
2024-05-13
2024-05-13
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 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 13, 2024
Pineapple Energy Inc.
| |
(Exact name of registrant as specified in its charter) |
|
| |
Minnesota |
|
001-31588 |
|
41-0957999 |
| |
(State or other jurisdiction of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer Identification No.) |
| |
10900
Red Circle Drive
Minnetonka,
MN
|
|
55343 |
| |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s telephone number,
including area code: (952) 996-1674
N/A
(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 (see General Instruction A.2. below):
| |
☐ |
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, par value, $.05 per share |
PEGY |
The
Nasdaq Stock Market, LLC |
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
1.01. Entry Into a Material Definitive Agreement.
On
May 13, 2024, Pineapple Energy Inc. (the “Company”) entered into a Subscription and Investment Representation Agreement
(the “Subscription Agreement”) with Lake Street Solar, LLC (the “Purchaser”), a former holder of more
than ten percent of the Company’s common stock and an affiliate of Scott Honour, a director of the Company, pursuant to
which the Company agreed to issue and sell one (1) share of the Company’s Series B Preferred Stock, par value $1.00 per
share (the “Preferred Stock”), to the Purchaser for $15 cash. The sale closed on May 14, 2024. Additional information
regarding the rights, preferences, privileges and restrictions applicable to the Preferred Stock is contained in Item 5.03 of
this report and incorporated by reference herein.
The
Subscription Agreement contains customary representations and warranties and certain indemnification rights and obligations of
the parties.
The
foregoing description of the Subscription Agreement does not purport to be complete and is subject to, and qualified by, the full
text of such document, a copy of which is filed as Exhibit 10.1 and incorporated by reference herein.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
May 16, 2024, Pineapple Energy Inc. (the “Company”) received a notice (the “Notice”) from the Listing
Qualifications Department (the “Staff”) of the Nasdaq Stock Market informing the Company that it no longer complies
with the requirement under Nasdaq Listing Rule 5550(b)(1) to maintain a minimum of $2,500,000 in stockholders’
equity for continued listing on the Nasdaq Capital Market (the “Stockholders’ Equity Rule”) because
the Company reported stockholders’ equity of negative $11.2 million in its Form 10-Q for the period ended March 31, 2024,
and, as of the date of the Notice, the Company did not meet the alternatives of market value of listed securities or net income
from continuing operations. Accordingly, the Notice indicates that this matter serves
as an additional basis for delisting the Company’s securities from the Nasdaq Stock Market.
The
Notice provides that it is formal notification that the Nasdaq Hearings Panel (the “Panel”) will consider this matter
in their decision regarding the Company’s continued listing on the Nasdaq Capital Market, and that the Company should present
its views with respect to this additional deficiency to the Panel in writing no later than May 23, 2024.
The
Notice is in addition to the previously-disclosed prior non-compliance notices that the Company received from the Staff: (i) on
October 27, 2023, a notice that because the closing bid price for the Company’s common stock listed on Nasdaq was below
$1.00 per share for the last 31 consecutive business days, the Company did not comply with the minimum closing bid price requirement
for continued listing on the Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2) (the “Minimum Bid Rule”);
and (ii) on February 27, 2024, a notice that the Company’s common stock had a closing bid price of $0.10 or less for 10
consecutive trading days which does not comply with the provisions under Nasdaq Listing Rule 5810(c)(3)(A)(iii) (the “Low
Priced Stock Rule”). On April 19, 2024, the Panel granted an extension for the Company to regain
compliance with the Minimum Bid Rule until July 24, 2024, conditioned upon the Company obtaining shareholder approval for a reverse
stock split that satisfies the Minimum Bid Rule by July 1, 2024 and the Company effecting the reverse stock split by July 11,
2024 and maintaining a $1.00 closing bid price or more for a minimum of ten consecutive trading days by July 24, 2024.
The
Company intends to hold its 2024 annual meeting on July 1, 2024, in part, to request shareholder approval for a reverse stock
split. However, failure to meet any of the terms of this extension could result in the immediate delisting of the Company’s
securities from the Nasdaq Stock Market. The Company further intends to request shareholder approval of an increase in the number
of authorized shares of the Company’s common stock at that annual meeting, which, if approved, may be utilized to assist
the Company in regaining compliance with the Stockholders’ Equity Rule.
There
can be no assurances that the Company will be able to regain compliance with the Minimum Bid Rule, the Low Priced Stock Rule or
the Stockholders’ Equity Rule at all or by applicable deadlines. If the Company is unable to regain or maintain compliance
with these Nasdaq requirements, its common stock will be delisted from Nasdaq.
Item
3.02 Unregistered Sales of Equity Securities.
The
information contained in Item 1.01 of this report is incorporated by reference herein. Based in part upon the representations
of the Purchaser in the Subscription Agreement, the offering and sale of the Preferred Stock was exempt from registration under
Section 4(a)(2) of the Securities Act of 1933, as amended.
Item
3.03 Material Modifications to Rights of Security Holders.
The
information contained in Item 5.03 of this report is incorporated by reference herein.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Certificate
of Designation
On
May 13, 2024, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary
of State of Minnesota, effective as of May 13, 2024, designating the rights, preferences, privileges and restrictions of the share
of the Preferred Stock. The Certificate of Designation provides that the share of Preferred Stock will have 5,000,000,000 votes
and will vote together with the outstanding shares of the Company’s common stock as a single class exclusively with respect
to (i) any proposal to amend the Company’s Fourth Amended and Restated Articles of Incorporation (the “Articles”)
to effect a reverse stock split of the Company’s common stock (the “Reverse Stock Split Proposal”) and (ii)
any proposal to adopt an amendment to the Articles, or any other proposal to otherwise approve or ratify, to increase the authorized
number of shares of common stock, either by increasing the total number of authorized shares or by effecting a reverse stock split
without a corresponding decrease in the number of authorized shares (the “Authorized Shares Increase Proposal”). The
Preferred Stock will also be entitled to vote in the election of directors, but will only have one vote to cast with respect to
each director nominee.
The
Preferred Stock will be voted, without action by the holder, in the same proportion as shares of common stock are voted. The Preferred
Stock otherwise has no voting rights except as otherwise required by the Minnesota Business Corporation Act.
The
Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities
of the Company, nor is it redeemable for cash or any other consideration. The Preferred Stock has no rights with respect to any
distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution,
or winding up of the Company, whether voluntarily or involuntarily. The holder of the Preferred Stock will not be entitled to
receive dividends of any kind.
The
outstanding share of Preferred Stock will be cancelled in whole, but not in part, at any time (i) if such cancellation is ordered
by the Company’s Board of Directors in its sole discretion or (ii) automatically upon the approval by the Company’s
shareholders of the Reverse Stock Split Proposal and Authorized Shares Increase Proposal at any meeting of shareholders. The holder
of the Preferred Stock is not entitled to any consideration upon such cancellation.
The
foregoing description of the Certificate of Designation does not purport to be complete and is subject to, and qualified by, the
full text of such document, a copy of which is filed as Exhibit 3.1 and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
Forward-Looking
Statements
This
Current Report on Form 8-K includes certain forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements are based on the Company’s current expectations or beliefs and are subject to uncertainty
and changes in circumstances, including the Company’s expectations regarding its ability to obtain shareholder approval
for a reverse stock split and its ability to effect a reverse stock split, as well as the Company’s ability to obtain shareholder
approval for an increase in the number of authorized shares of common stock. While the Company believes its plans, intentions,
and expectations reflected in those forward-looking statements are reasonable, these plans, intentions, or expectations may not
be achieved. For information about the factors that could cause such differences, please refer to the Company’s filings
with the Securities and Exchange Commission, including, without limitation, the statements made under the heading “Risk
Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 and in subsequent filings. The
Company does not undertake any obligation to update or revise these forward-looking statements for any reason, except as required
by law.
SIGNATURES
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, thereunto duly authorized.
|
PINEAPPLE
ENERGY INC. |
| |
|
|
|
Date:
May 17, 2024 |
By: |
/s/
Eric Ingvaldson |
|
|
|
Eric
Ingvaldson, Chief Financial Officer |
| |
|
|
EXHIBIT 3.1
Execution
Version
PINEAPPLE
ENERGY INC.
CERTIFICATE
OF DESIGNATION
OF
SERIES
B PREFERRED STOCK
Pursuant
to Sections 302A.133 and 302A.401 of the
Minnesota Business Corporation Act
THE
UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Pineapple Energy Inc., a Minnesota corporation (the “Corporation”),
that the following resolution was duly adopted by the board of directors of the Corporation (the “Board of Directors”),
in accordance with the provisions of Sections 302A.133 and 302A.401 of the Minnesota Business Corporation Act (the “MBCA”),
via written consent on May 13, 2024, which resolution provides for the creation of a series of the Corporation’s Preferred
Stock, par value $1.00 per share, which is designated as “Series B Preferred Stock,” with the rights, preferences,
privileges and restrictions set forth therein.
WHEREAS,
the Fourth Amended and Restated Articles of Incorporation of the Corporation (as amended, the “Articles of Incorporation”),
provides for a class of capital stock of the Corporation known as preferred stock, consisting of 3,000,000 shares, par value $1.00
per share (the “Preferred Stock”), issuable from time to time in one or more series, and further provides that
the Board of Directors is expressly authorized to fix the voting rights, if any, designations, powers, preferences and the relative,
participation, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, of any unissued
series of Preferred Stock, to fix the number of shares constituting such series, and to increase or decrease the number of shares
of any such series (but not below the number of shares thereof then outstanding).
NOW,
THEREFORE, BE IT RESOLVED, that, pursuant to authority conferred upon the Board of Directors by the Articles of Incorporation,
(i) a series of Preferred Stock be, and hereby is, authorized by the Board of Directors, (ii) the Board of Directors hereby authorizes
the issuance of one share of Series B Preferred Stock and (iii) the Board of Directors hereby fixes the voting rights, designations,
powers, preferences, qualifications, limitations and restrictions thereof, in addition to any provisions set forth in the Articles
of Incorporation that are applicable to all series of the Preferred Stock, as follows:
TERMS
OF PREFERRED STOCK
1.
Designation, Amount and Par Value. The series of Preferred Stock created hereby shall be designated as the Series B
Preferred Stock (the “Series B Preferred Stock”), and the number of shares so designated shall be one. The
share of Series B Preferred Stock shall have a par value of $1.00 per share and will be uncertificated and represented in book-entry
form.
2.
Dividends. The holder of Series B Preferred Stock, as such, shall not be entitled to receive dividends of any kind.
3.
Voting Rights. Except as otherwise provided by the Articles of Incorporation or required by law, the holder of the
share of Series B Preferred Stock shall have the following voting rights:
3.1.
Except as otherwise provided herein, the outstanding share of Series B Preferred Stock shall have five billion (5,000,000,000)
votes. The outstanding share of Series B Preferred Stock shall vote together with the outstanding shares of common stock, par
value $0.05 per share (the “Common Stock”), of the Corporation as a single class exclusively on the following
matters properly presented at a meeting of the shareholders of the Corporation: (i) the Reverse Stock Split (as defined below),
(ii) the Authorized Shares Increase (as defined below), and (iii) the election of directors of the Corporation (the “Director
Election”). The Series B Preferred Stock shall not be entitled to vote on any other matters, nor be counted for purposes
of quorum, except to the extent required under the MBCA. As used herein, the term “Reverse Stock Split” means
any proposal to adopt an amendment to the Articles of
Incorporation, or any other proposal to otherwise approve or ratify, to
reclassify the outstanding shares of Common Stock into a smaller number of shares of Common Stock at a ratio specified in or determined
in accordance with the terms of such amendment or proposal. As used herein, the term “Authorized Shares Increase”
means any proposal to adopt an amendment to the Articles of Incorporation, or any other proposal to otherwise approve or ratify,
to increase the authorized number of shares of Common Stock, either by increasing the total number of authorized shares or by
effecting a reverse stock split without a corresponding decrease in the number of authorized shares. The Reverse Stock Split and
the Authorized Shares Increase are collectively referred to herein as the “Super-Voting Proposals.” For the
avoidance of doubt, the Super-Voting Proposals may, but need not, be combined in a single proposal.
3.2.
The share of Series B Preferred Stock shall be voted, without action by the holder, on the Super-Voting Proposals in the same
proportion as shares of Common Stock are voted (excluding any shares of Common Stock that are not voted) on the Super-Voting Proposals
(and, for purposes of clarity, such voting rights shall not apply on any other resolution presented to the shareholders of the
Corporation).
3.3.
Solely with respect to the Director Election, the share of Series B Preferred Stock shall be entitled to one vote and vote
pari passu with the holders of the Common Stock (and, for purposes of clarity, the share of Series B Preferred Stock shall
be entitled to five billion (5,000,000,000) votes solely in connection with the Super-Voting Proposals).
4.
Rank; Liquidation and Other. The Series B Preferred Stock shall have no rights as to any distribution of assets of
the Corporation for any reason, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, redemption,
dissolution, or winding up of the Corporation, whether voluntarily or involuntarily.
5.
Transfer. The Series B Preferred Stock may not be Transferred at any time prior to shareholder approval of the Super-Voting
Proposals without the prior written consent of the Board of Directors. “Transferred” means, directly or indirectly,
whether by merger, consolidation, share exchange, division, or otherwise, the sale, transfer, gift, pledge, encumbrance, assignment,
or other disposition of the share of Series B Preferred Stock (or any right, title or interest thereto or therein) or any agreement,
arrangement, or understanding (whether or not in writing) to take any of the foregoing actions.
6.
Cancellation.
6.1.
The outstanding share of Series B Preferred Stock shall be cancelled, in whole, but not in part, at any time (i) if such cancellation
is ordered by the Board of Directors in its sole discretion, automatically and effective on such time and date specified by the
Board of Directors in its sole discretion, or (ii) automatically upon the approval by the Company’s shareholders of the
Super-Voting Proposals at any meeting of shareholders or any adjournment thereof (any such cancellation pursuant to this Section
6.1, the “Cancellation”). As used herein, the “Cancellation Time” shall mean the effective
time of the Cancellation.
6.2.
The share of Series B Preferred Stock cancelled in the Cancellation pursuant to this Section 6 shall be cancelled for no consideration.
6.3.
From and after the time at which the share of Series B Preferred Stock is called for Cancellation (whether automatically or
otherwise) in accordance with Section 6.1 hereof, such share of Series B Preferred Stock shall cease to be outstanding, and the
former holder shall not be entitled to any right of redemption or similar rights. The share of Series B Preferred Stock cancelled
by the Corporation pursuant to this Certificate of Designation shall be automatically retired and restored to the status of an
authorized but unissued share of Preferred Stock, upon such Cancellation. Notice of a meeting of the Corporation’s shareholders
for the submission to such shareholders of any proposal(s) to approve the Super-Voting Proposals shall constitute notice of the
Cancellation of shares of Series B Preferred Stock and result in the automatic Cancellation of the share of Series B Preferred
Stock at the Cancellation Time pursuant to Section 6.1 hereof.
7.
Severability. Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid
under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, then such provision
shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting
the remaining provisions hereof.
[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, Pineapple Energy Inc. has caused this Certificate of Designation of Series B Preferred Stock to be duly executed
by the undersigned duly authorized officer as of this 13th day of May, 2024.
| |
PINEAPPLE
ENERGY INC. |
|
| |
|
|
|
| |
By: |
/s/
Kyle J. Udseth |
|
| |
|
Kyle
J. Udseth |
|
| |
|
Chief
Executive Officer |
|
EXHIBIT 10.1
Execution
Version
It
is the responsibility of any investor purchasing these securities to satisfy itself as to full observance of the laws of any relevant
territory outside the United States in connection with any such purchase, including obtaining any required governmental or other
consents or observing any other applicable requirements. We are not making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted.
Pineapple
Energy Inc.
Series
B Preferred Stock
SUBSCRIPTION
AND INVESTMENT REPRESENTATION AGREEMENT
THIS
AGREEMENT, dated as of May 14, 2024, is by and between Pineapple Energy Inc., a Minnesota corporation (the “Company”),
and the undersigned subscriber (the “Subscriber”). In consideration of the mutual promises contained herein,
and other good, valuable and adequate consideration, the parties hereto agree as follows:
1.
Agreement of Sale; Closing. The Company agrees to sell to Subscriber, and
Subscriber agrees to purchase from the Company, one (1) share of the Company’s Series B Preferred Stock, par value $1.00
per share (the “Securities”), which Securities shall have the voting rights, designations, powers, preferences,
qualifications, limitations, and restrictions set forth in the Certificate of Designation attached hereto as Exhibit A
(the “Certificate of Designation”). Subscriber hereby acknowledges and agrees to the entire terms of the Certificate
of Designation, including, without limitation, the voting rights in Section 3, the restrictions on transfer of the Securities
in Section 5 and the cancellation of the Securities pursuant to Section 6 of the Certificate of Designation. The purchase price
will be paid by the Subscriber to the Company in cash at the price of $15.00 per share.
2.
Representations and Warranties of Subscriber. In consideration of the Company’s
offer to sell the Securities, and in addition to the purchase price to be paid, Subscriber hereby covenants, represents, and warrants
to the Company as follows:
a.
Information About the Company.
i.
Subscriber is aware there is substantial doubt about the Company’s ability to continue as a going concern and that its financial
projections and future are purely speculative.
ii.
Subscriber is aware that the Securities have no right of redemption and are subject to cancellation at the discretion of the Company’s
board of directors or upon achievement of certain conditions as set forth in the Certificate of Designation.
iii.
Subscriber has had an opportunity to ask questions of, and receive answers from, the Company concerning the business, management,
and financial and compliance affairs of the Company and the terms and conditions of the purchase of the Securities contemplated
hereby. Subscriber has had an opportunity to obtain, and has received, any additional information deemed necessary by the Subscriber
to verify such information in order to form a decision concerning an investment in the Company.
iv.
Subscriber has been advised to seek legal counsel and financial and tax advice concerning Subscriber’s investment in the
Company hereunder.
b.
Restrictions on Transfer. Subscriber covenants, represents and warrants that the Securities are being purchased for Subscriber’s
own personal account and for Subscriber’s individual investment and without the intention of reselling or redistributing
the same, that Subscriber has made no agreement with others regarding any of such Securities, and that Subscriber’s financial
condition is such that it is not likely that it will be necessary to dispose of any of the Securities in the foreseeable future.
Moreover, Subscriber acknowledges that any of the aforementioned actions may require the prior written consent of the Company’s
board of directors pursuant to the Certificate of Designation. Subscriber is aware that, in the view of the Securities and Exchange
Commission, a purchase of the Securities with an intent to resell by reason of any foreseeable specific contingency or anticipated
change in market values, or any change in the condition of the Company, or in connection with a contemplated liquidation or settlement
of any loan obtained by Subscriber for the acquisition of the Securities and for which the Securities were pledged as security,
would represent an intent inconsistent with the covenants, warranties and representations set forth above.
Subscriber understands
that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”),
or any state or foreign securities laws in reliance on exemptions from registration under these laws, and that, accordingly, the
Securities may not be resold by the undersigned (i) unless they are registered under both the Securities Act and applicable state
or foreign securities laws or are sold in transactions which are exempt from such registration, and (ii) except in compliance
with Section 5 of the Certificate of Designation, which may require the prior written consent of the Company’s board of
directors. Subscriber therefore agrees not to sell, assign, transfer or otherwise dispose of the Securities (A) unless a registration
statement relating thereto has been duly filed and become effective under the Securities Act and applicable state or foreign securities
laws, or unless in the opinion of counsel satisfactory to the Company no such registration is required under the circumstances,
and (B) except in compliance with Section 5 of the Certificate of Designation. There is not currently, and it is unlikely that
in the future there will exist, a public market for the Securities; and accordingly, for the above and other reasons, Subscriber
may not be able to liquidate an investment in the Securities for an indefinite period.
c.
High Degree of Economic Risk. Subscriber realizes that an investment in the Securities involves a high degree of economic
risk to the Subscriber, including the risks of receiving no return on the investment and/or of losing Subscriber’s entire
investment in the Company. Subscriber is able to bear the economic risk of investment in the Securities, including the total loss
of such investment. The Company can make no assurance regarding its future financial performance or as to the future profitability
of the Company.
d.
Suitability. Subscriber has such knowledge and experience in financial, legal and business matters that Subscriber is capable
of evaluating the merits and risks of an investment in the Securities. Subscriber has obtained, to the extent deemed necessary,
Subscriber’s own personal professional advice with respect to the risks inherent in, and the suitability of, an investment
in the Securities in light of Subscriber’s financial condition and investment needs. Subscriber believes that the investment
in the Securities is suitable for Subscriber based upon Subscriber’s investment objectives and financial needs, and Subscriber
has adequate means for providing for Subscriber’s current financial needs and personal contingencies and has no need for
liquidity of investment with respect to the Securities. Subscriber understands that no federal or state agency has made any finding
or determination as to the fairness for investment, nor any recommendation or endorsement, of the Securities.
e.
Tax Liability. Subscriber has reviewed with Subscriber’s own tax advisors the federal, state, local and foreign tax
consequences of this investment and the transactions contemplated by this Agreement, and has and will rely solely on such advisors
and not on any statements or representations of the Company or any of its agents, representatives, employees or affiliates or
subsidiaries. Subscriber understands that Subscriber (and not the Company) shall be responsible for Subscriber’s own tax
liability that may arise as a result of this investment or the transactions contemplated by this Agreement. Under penalties of
perjury, Subscriber certifies that Subscriber is not subject to back-up withholding either because Subscriber has not been notified
that Subscriber is subject to back-up withholding as a result of a failure to report all interest and dividends, or because the
Internal Revenue Service has notified Subscriber that Subscriber is no longer subject to back-up withholding.
f.
Residence. Subscriber’s present principal residence or business address, and the location where the securities are
being purchased, is located in the State of Minnesota.
g.
Limitation Regarding Representations. Except as set forth in this Agreement, no covenants, representations or warranties
have been made to Subscriber by the Company or any agent, representative, employee, director or affiliate or subsidiary of the
Company and in entering into this transaction, Subscriber is not relying on any information, other than that contained herein
and the results of independent investigation by Subscriber without any influence by the Company or those acting on the Company’s
behalf. Subscriber agrees it is not relying on any oral or written information not expressly included in this Agreement, including
but not limited to the information which has been provided by the Company, its directors, its officers or any affiliate or subsidiary
of any of the foregoing.
h.
Authority.
i.
Entity. If the undersigned is not an individual but an entity, the individual signing on behalf of such entity and
the entity jointly and severally agree and certify that (a) the undersigned was not organized for the specific purpose of acquiring
the Securities and (b) this Agreement has been duly authorized by all necessary action(s) on the part of the undersigned, has
been duly executed by an authorized officer, agent or representative of the undersigned, and is a legal, valid and binding obligation
of the undersigned enforceable in accordance with its terms.
ii.
Individual. If the undersigned is an individual, the undersigned is of legal age.
3.
Legend. Subscriber consents to the notation of the Securities with the following
legend reciting restrictions on the transferability of the Securities:
The
Securities represented hereby have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), and have not been registered under any state securities laws. These Securities may not be sold, offered for sale
or transferred, without first obtaining (i) an opinion of counsel satisfactory to the Company that such sale or transfer lawfully
is exempt from registration under the Securities Act and under the applicable state securities laws or (ii) such registration.
Moreover, these Securities may be transferred only in accordance with the terms of the Company’s Certificate of Designation
of Series B Preferred Stock, a copy of which is on file with the Secretary of the Company.
PARAGRAPH
4 IS REQUIRED IN CONNECTION WITH THE EXEMPTIONS FROM THE SECURITIES ACT AND STATE LAWS BEING RELIED ON BY THE COMPANY WITH RESPECT
TO THE OFFER AND SALE OF THE SECURITIES HEREUNDER. ALL OF SUCH INFORMATION WILL BE KEPT CONFIDENTIAL AND WILL BE REVIEWED ONLY
BY THE COMPANY AND ITS COUNSEL. THE UNDERSIGNED AGREES TO FURNISH ANY ADDITIONAL INFORMATION THAT THE COMPANY AND ITS COUNSEL
DEEM NECESSARY TO VERIFY THE RESPONSES SET FORTH BELOW.
4.
Accredited Status. Subscriber covenants, represents and warrants that it
does qualify as an “accredited investor” as that term is defined in Regulation D under the Securities Act because
the undersigned satisfies the criteria indicated in Exhibit B hereto. Subscriber further covenants, represents and warrants
that the information provided under the heading “Accredited Investor Status” in Exhibit B to this Agreement
is true and correct. The information provided under this section of the Agreement is required in connection with the exemptions
from the Securities Act and state securities laws being relied on by the Company with respect to the offer and sale of the Securities.
The undersigned agrees to furnish any additional information which the Company or its legal counsel deem necessary in order to
verify the responses set forth above.
5.
Holding Status. Subscriber desires that the Securities be held as set forth
on the signature page hereto.
6.
Confidentiality. Subscriber will make no written or other public disclosures
regarding the Company and its business, the terms or existence of the proposed or actual sale of Securities or regarding the parties
to the proposed or actual sale of Securities to any individual or organization without the prior written consent of the Company,
except as may be required by law.
7.
Notice. Correspondence regarding the Securities should be directed to Subscriber
at the address provided by Subscriber to the Company in writing. Subscriber is a bona fide resident of the state of Minnesota.
8.
No Assignment or Revocation; Binding Effect. Neither this Agreement, nor
any interest herein, shall be assignable or otherwise transferable, restricted or limited by Subscriber without prior written
consent of the Company. Subscriber hereby acknowledges and agrees that Subscriber is not entitled to cancel, terminate, modify
or revoke this Agreement in any way and that the Agreement shall survive the death, incapacity or bankruptcy of Subscriber. The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective heirs,
legal representatives, successors and assigns.
9.
Indemnification. The Company agrees to indemnify and hold harmless the Subscriber
and each current and future officer, director, employee, agent, representative and shareholder, if any, of the Subscriber from
and against any and all costs, loss, damage or liability associated with this Agreement and the issuance and voting of the Securities.
10.
Modifications. This Agreement may not be changed, modified, released, discharged,
abandoned or otherwise amended, in whole or in part, except by an instrument in writing, signed by the Subscriber and the Company.
No delay or failure of the Company in exercising any right under this Agreement will be deemed to constitute a waiver of such
right or of any other rights.
11.
Entire Agreement. This Agreement and the exhibits hereto are the entire agreement
between the parties with respect to the subject matter hereto and thereto. This Agreement, including the exhibits, supersede any
previous oral or written communications, representations, understandings or agreements with the Company or with any officers,
directors, agents or representatives of the Company.
12.
Severability. In the event that any paragraph or provision of this Agreement
shall be held to be illegal or unenforceable in any jurisdiction, such paragraph or provision shall, as to that jurisdiction,
be adjusted and reformed, if possible, in order to achieve the intent of the parties hereunder, and if such paragraph or provision
cannot be adjusted and reformed, such paragraph or provision shall, for the purposes of that jurisdiction, be voided and severed
from this Agreement, and the entire Agreement shall not fail on account thereof but shall otherwise remain in full force and effect.
13.
Governing Law. This Agreement shall be governed by, subject to, and construed
in accordance with the laws of the State of Minnesota without regard to conflict of law principles.
14.
Survival of Covenants, Representations and Warranties. Subscriber understands
the meaning and legal consequences of the agreements, covenants, representations and warranties contained herein, and agrees that
such agreements, covenants, representations and warranties shall survive and remain in full force and effect after the execution
hereof and payment by Subscriber for the Securities.
[Remainder
of page left blank intentionally - signature page follows]
For
good, valuable and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees
that by signing this Subscription and Investment Representation Agreement, and upon acceptance hereof by the Company, that
the terms, provisions, obligations and agreements of this Agreement shall be binding upon Subscriber, and such terms, provisions,
obligations and agreements shall inure to the benefit of and be binding upon Subscriber and its successors and assigns.
| |
INDIVIDUAL(S): |
|
ENTITY: |
|
|
| |
|
|
|
|
|
| |
|
|
Entity
Name: |
LAKE
STREET SOLAR, LLC |
|
| |
|
|
|
|
|
| |
Name: |
|
By: |
NORTHERN
PACIFIC GROWTH INVESTMENT PARTNERS, L.P. |
|
| |
|
|
Its: |
Managing Member |
|
| |
|
|
|
|
|
| |
|
|
By: |
NORTHERN PACIFIC
GROUP GP I, LLC |
|
| |
|
|
Its: |
General Partner |
|
| |
|
|
|
|
|
| |
|
|
By: |
/s/
Scott Honour |
|
| |
|
|
Name: |
Scott Honour |
|
| |
|
|
Its: |
Managing Partner |
|
| |
|
|
|
|
| |
Number of Shares Purchased: 1 |
| |
Purchase Price Per Share: $15.00 |
| |
Aggregate Purchase Price: $15.00 |
| |
|
|
|
|
| |
The Subscriber desires that the Securities be held as
follows (check one): |
| |
☐ |
Individual Ownership |
☐ |
Corporation* |
| |
☐ |
Community Property |
☐ |
Trust* |
| |
☐ |
Jt. Tenant with Right
of Survivorship |
X |
Limited
Liability Company* |
| |
|
(both parties must sign) |
☐ |
Partnership* |
| |
☐ |
Tenants in Common |
☐ |
Other
(please describe): |
| |
* If Securities are being subscribed for by an entity,
Exhibit C to this agreement must also be completed. |
| |
|
|
|
|
| |
|
|
|
|
The
Company hereby accepts the subscription evidenced by this Subscription and Investment Representation Agreement:
| |
Pineapple
Energy Inc. |
|
| |
|
|
|
| |
By: |
/s/
Kyle J. Udseth
|
|
| |
|
Kyle J. Udseth |
|
| |
|
Chief Executive Officer |
|
EXHIBIT
A
CERTIFICATE
OF DESIGNATION
[See
attached]
PINEAPPLE
ENERGY INC.
CERTIFICATE
OF DESIGNATION
OF
SERIES
B PREFERRED STOCK
Pursuant
to Sections 302A.133 and 302A.401 of the
Minnesota Business Corporation Act
THE
UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Pineapple Energy Inc., a Minnesota corporation (the “Corporation”),
that the following resolution was duly adopted by the board of directors of the Corporation (the “Board of Directors”),
in accordance with the provisions of Sections 302A.133 and 302A.401 of the Minnesota Business Corporation Act (the “MBCA”),
via written consent on May 13, 2024, which resolution provides for the creation of a series of the Corporation’s Preferred
Stock, par value $1.00 per share, which is designated as “Series B Preferred Stock,” with the rights, preferences,
privileges and restrictions set forth therein.
WHEREAS,
the Fourth Amended and Restated Articles of Incorporation of the Corporation (as amended, the “Articles of Incorporation”),
provides for a class of capital stock of the Corporation known as preferred stock, consisting of 3,000,000 shares, par value $1.00
per share (the “Preferred Stock”), issuable from time to time in one or more series, and further provides that
the Board of Directors is expressly authorized to fix the voting rights, if any, designations, powers, preferences and the relative,
participation, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, of any unissued
series of Preferred Stock, to fix the number of shares constituting such series, and to increase or decrease the number of shares
of any such series (but not below the number of shares thereof then outstanding).
NOW,
THEREFORE, BE IT RESOLVED, that, pursuant to authority conferred upon the Board of Directors by the Articles of Incorporation,
(i) a series of Preferred Stock be, and hereby is, authorized by the Board of Directors, (ii) the Board of Directors hereby authorizes
the issuance of one share of Series B Preferred Stock and (iii) the Board of Directors hereby fixes the voting rights, designations,
powers, preferences, qualifications, limitations and restrictions thereof, in addition to any provisions set forth in the Articles
of Incorporation that are applicable to all series of the Preferred Stock, as follows:
TERMS
OF PREFERRED STOCK
1.
Designation, Amount and Par Value. The series of Preferred Stock created hereby shall be designated as the Series B
Preferred Stock (the “Series B Preferred Stock”), and the number of shares so designated shall be one. The
share of Series B Preferred Stock shall have a par value of $1.00 per share and will be uncertificated and represented in book-entry
form.
2.
Dividends. The holder of Series B Preferred Stock, as such, shall not be entitled to receive dividends of any kind.
3.
Voting Rights. Except as otherwise provided by the Articles of Incorporation or required by law, the holder of the
share of Series B Preferred Stock shall have the following voting rights:
3.1.
Except as otherwise provided herein, the outstanding share of Series B Preferred Stock shall have five billion (5,000,000,000)
votes. The outstanding share of Series B Preferred Stock shall vote together with the outstanding shares of common stock, par
value $0.05 per share (the “Common Stock”), of the Corporation as a single class exclusively on the following
matters properly presented at a meeting of the shareholders of the Corporation: (i) the Reverse Stock Split (as defined below),
(ii) the Authorized Shares Increase (as defined below), and (iii) the election of directors of the Corporation (the “Director
Election”). The Series B Preferred Stock shall not be entitled to vote on any other matters, nor be counted for purposes
of quorum, except to the extent required under the MBCA. As used herein, the term “Reverse Stock Split” means
any proposal to adopt an amendment to the Articles of Incorporation, or any other proposal to otherwise approve or ratify, to
reclassify the outstanding shares of Common Stock into a smaller number of shares of Common Stock at a ratio specified in or determined
in accordance with the terms of such amendment or proposal. As used herein, the term “Authorized Shares Increase”
means any proposal to adopt an amendment to the Articles of
Incorporation, or any other proposal to otherwise approve or ratify,
to increase the authorized number of shares of Common Stock, either by increasing the total number of authorized shares or by
effecting a reverse stock split without a corresponding decrease in the number of authorized shares. The Reverse Stock Split and
the Authorized Shares Increase are collectively referred to herein as the “Super-Voting Proposals.” For the
avoidance of doubt, the Super-Voting Proposals may, but need not, be combined in a single proposal.
3.2.
The share of Series B Preferred Stock shall be voted, without action by the holder, on the Super-Voting Proposals in the same
proportion as shares of Common Stock are voted (excluding any shares of Common Stock that are not voted) on the Super-Voting Proposals
(and, for purposes of clarity, such voting rights shall not apply on any other resolution presented to the shareholders of the
Corporation).
3.3.
Solely with respect to the Director Election, the share of Series B Preferred Stock shall be entitled to one vote and vote
pari passu with the holders of the Common Stock (and, for purposes of clarity, the share of Series B Preferred Stock shall
be entitled to five billion (5,000,000,000) votes solely in connection with the Super-Voting Proposals).
4.
Rank; Liquidation and Other. The Series B Preferred Stock shall have no rights as to any distribution of assets of
the Corporation for any reason, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, redemption,
dissolution, or winding up of the Corporation, whether voluntarily or involuntarily.
5.
Transfer. The Series B Preferred Stock may not be Transferred at any time prior to shareholder approval of the Super-Voting
Proposals without the prior written consent of the Board of Directors. “Transferred” means, directly or indirectly,
whether by merger, consolidation, share exchange, division, or otherwise, the sale, transfer, gift, pledge, encumbrance, assignment,
or other disposition of the share of Series B Preferred Stock (or any right, title or interest thereto or therein) or any agreement,
arrangement, or understanding (whether or not in writing) to take any of the foregoing actions.
6.
Cancellation.
6.1.
The outstanding share of Series B Preferred Stock shall be cancelled, in whole, but not in part, at any time (i) if such cancellation
is ordered by the Board of Directors in its sole discretion, automatically and effective on such time and date specified by the
Board of Directors in its sole discretion, or (ii) automatically upon the approval by the Company’s shareholders of the
Super-Voting Proposals at any meeting of shareholders or any adjournment thereof (any such cancellation pursuant to this Section
6.1, the “Cancellation”). As used herein, the “Cancellation Time” shall mean the effective
time of the Cancellation.
6.2.
The share of Series B Preferred Stock cancelled in the Cancellation pursuant to this Section 6 shall be cancelled for no consideration.
6.3.
From and after the time at which the share of Series B Preferred Stock is called for Cancellation (whether automatically or
otherwise) in accordance with Section 6.1 hereof, such share of Series B Preferred Stock shall cease to be outstanding, and the
former holder shall not be entitled to any right of redemption or similar rights. The share of Series B Preferred Stock cancelled
by the Corporation pursuant to this Certificate of Designation shall be automatically retired and restored to the status of an
authorized but unissued share of Preferred Stock, upon such Cancellation. Notice of a meeting of the Corporation’s shareholders
for the submission to such shareholders of any proposal(s) to approve the Super-Voting Proposals shall constitute notice of the
Cancellation of shares of Series B Preferred Stock and result in the automatic Cancellation of the share of Series B Preferred
Stock at the Cancellation Time pursuant to Section 6.1 hereof.
7.
Severability. Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid
under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, then such provision
shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting
the remaining provisions hereof.
[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, Pineapple Energy Inc. has caused this Certificate of Designation of Series B Preferred Stock to be duly executed
by the undersigned duly authorized officer as of this 13th day of May, 2024.
| |
PINEAPPLE
ENERGY INC. |
|
| |
|
|
|
| |
By: |
/s/
Kyle J. Udseth |
|
| |
|
Kyle
J. Udseth |
|
| |
|
Chief
Executive Officer |
|
EXHIBIT
B
ACCREDITED
INVESTOR CRITERIA
[Mark as applicable]
| ______ | The
undersigned is an individual with a net worth, or a joint net worth together with his
or her spouse, in excess of $1,000,000. In calculating net worth, you may include equity
in personal property and real estate (excluding your principal residence), cash, short
term investments, stock and securities. Indebtedness that is secured by your primary
residence up to the estimated fair market value of the residence shall not be included
as a liability unless it exceeds the amount outstanding 60 days before the date of this
agreement other than as a result of acquisition of your primary residence. Indebtedness
secured by your primary residence in excess of the fair market value of the residence
shall be included as a liability. |
| ______ | The
undersigned is an individual that had an individual income in excess of $200,000 in each
of the prior two years and reasonably expects an income in excess of $200,000 in the
current year. |
| ______ | The
undersigned is an individual that had with his or her spouse joint income in excess of
$300,000 in each of the prior two years and reasonably expects joint income in excess
of $300,000 in the current year. |
| _______ | The
undersigned is a director or executive officer of the Company. |
| ___X___ |
The undersigned is an entity, and is an “accredited
investor” as defined in Rule 501(a) of Regulation D under the Securities Act. This representation is based on the following
(check one or more, as applicable): |
| |
__X__ |
The undersigned is an entity in which all equity
owners are accredited investors. (If relying on this category alone, each equity owner must complete a separate copy of this
Agreement.) |
| _____ | The
undersigned (or, in the case of a trust, the undersigned trustee) is a bank or savings
and loan association as defined in Sections 3(a)(2) and 3(a)(5)(A), respectively, of
the Securities Act acting either in its individual or fiduciary capacity. |
| _____ | The
undersigned is an insurance company as defined in Section 2(13) of the Securities Act. |
| _____ | The
undersigned is an investment company registered under the Investment Company Act of 1940
or a business development company as defined in Section 2(a)(48) of the Securities Act. |
| _____ | The
undersigned is a Small Business Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958. |
| _____ | The
undersigned is an employee benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974 and either (check one or more, as applicable): |
_____ the
investment decision is made by a plan fiduciary, as defined in Section 3(21) of the Securities Act, which is either a bank, savings
and loan association, insurance company, or registered investment adviser; or
_____ the
employee benefit plan has total assets in excess of $5,000,000; or
_____ the
plan is a self-directed plan with investment decisions made solely by persons who are “Accredited Investors” as defined
under the Securities Act.
| _____ | The
undersigned is a private business development company as defined in Section 202(a)(22)
of the Investment Advisers Act of 1940. |
| _____ | The
undersigned has total assets in excess of $5,000,000, was not formed for the specific
purpose of acquiring Securities and is one or more of the following (check one
or more, as applicable): |
| | | |
| _____ | an
organization described in Section 501(c)(3) of the Internal Revenue Code; or |
| _____ | a
Massachusetts or similar business trust; or |
| _____ | The
undersigned is a trust with total assets exceeding $5,000,000, which was not formed for
the specific purpose of acquiring Securities and whose purchase is directed by a person
who has such knowledge and experience in financial and business matters that Subscriber
is capable of evaluating the merits and risks of the investment in the Securities.
|
EXHIBIT
C
LEGAL
ENTITY SUBSCRIBER
CERTIFICATE OF SIGNATORY
Name
of Subscriber: Lake Street Solar, LLC, a Delaware limited liability company_________________________
☐
Corporation ☐ Partnership ☐ Trust X Limited Liability Company ☐ Other ______________
Date
Organized: 03/13/2017
Purpose
of Organization: Renewable energy investment
Federal
Tax ID #: 82-0782786
| 1. | Individual(s)
authorized to execute documents on behalf of the entity in connection with this investment: |
NOTE:
A power of attorney or other evidence of authority is required if the Partnership, Limited Liability Company or Trust Agreement
or bylaws do not specifically authorize the above-named individual(s) to make this investment for the Partnership, Corporation,
Limited Liability Company or Trust. In any event, authorizing documents should accompany this Investment Letter.
| 2. | How
many individuals comprise the entity? 15 |
| 3. | Is
the entity relying on the judgment of a particular individual other than a member of
the entity in making the investment decision? If yes, whom? No. |
This
Certificate of Signatory has been executed as of the date printed below by the authorized person listed below.
Date:
5/14/2024
| |
SUBSCRIBER:
|
| |
|
|
| |
Entity
Name: |
LAKE
STREET SOLAR, LLC |
| |
|
|
| |
By: |
NORTHERN
PACIFIC GROWTH INVESTMENT PARTNERS, L.P.
|
| |
Its: |
Managing
Member |
| |
|
|
| |
By: |
NORTHERN
PACIFIC GROUP GP I, LLC |
| |
Its: |
General
Partner |
| |
|
|
|
|
|
|
By: |
/s/
Scott Honour
|
|
Name: |
Scott
Honour |
|
Its: |
Managing
Partner |
v3.24.1.1.u2
Cover
|
May 13, 2024 |
| Cover [Abstract] |
|
| Document Type |
8-K
|
| Amendment Flag |
false
|
| Document Period End Date |
May 13, 2024
|
| Current Fiscal Year End Date |
--12-31
|
| Entity File Number |
001-31588
|
| Entity Registrant Name |
Pineapple Energy Inc.
|
| Entity Central Index Key |
0000022701
|
| Entity Tax Identification Number |
41-0957999
|
| Entity Incorporation, State or Country Code |
MN
|
| Entity Address, Address Line One |
10900
Red Circle Drive
|
| Entity Address, City or Town |
Minnetonka
|
| Entity Address, State or Province |
MN
|
| Entity Address, Postal Zip Code |
55343
|
| City Area Code |
(952)
|
| Local Phone Number |
996-1674
|
| Written Communications |
false
|
| Soliciting Material |
false
|
| Pre-commencement Tender Offer |
false
|
| Pre-commencement Issuer Tender Offer |
false
|
| Title of 12(b) Security |
Common
Stock, par value, $.05 per share
|
| Trading Symbol |
PEGY
|
| Security Exchange Name |
NASDAQ
|
| Entity Emerging Growth Company |
false
|
| Entity Information, Former Legal or Registered Name |
N/A
|
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
| Name: |
dei_CurrentFiscalYearEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:gMonthDayItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Pineapple Energy (NASDAQ:PEGY)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
Pineapple Energy (NASDAQ:PEGY)
Historical Stock Chart
Von Jun 2023 bis Jun 2024
