8-K

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): March 1, 2016

SUNWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36868	01-0592299
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	IRS Employer Identification No.)

1010 Winding Creek Road, Suite 100 Roseville, CA	95678
(Address of Principal Executive Offices)	(Zip Code)

(805) 690-9000

(Registrant’s telephone number, including area code)

Solar3D, Inc.

(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

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨ 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))

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Company filed an amendment to the Company’s Certificate of Incorporation (the “Certificate of Amendment”) whereby the Company changed its name from Solar3D, Inc. to Sunworks, Inc. effective as of March 1, 2016.

A copy of the Certificate of Amendment, as filed with the Secretary of State of the State of Delaware, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01. Other Events.

In connection with the Company’s name change to Sunworks, Inc. the Company changed (i) its NASDAQ ticker symbol to SUNW and (ii) its logo effective as of March 1, 2016.

In addition, on February 29, 2016, the Company issued a press release with respect to the name change. A copy of the press release is attached hereto as Exhibit 99.1. 

Item 9.01                      Financial Statements and Exhibits

 (d) Exhibits

3.1            Certificate of Amendment of the Certificate of Incorporation of Solar3D, Inc.

99.1           Press Release issued February 29, 2016

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.

	SOLAR3D, INC.
Date: March 1, 2016	By:	/s/ James B. Nelson
		Name: James B. Nelson
		Title: Chief Executive Officer

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

SOLAR3D, INC.

Solar3D, Inc. (the "Corporation") organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST:That bythe unanimous written consent  of the Board of Directors of the Corporation (the "Board"), the Board duly adopted resolutions toamend of the Certificate of Incorporation of the Corporation. The resolution setting forth the amendment is asfollows:

RESOLVED, that the Certificate of Incorporation of the Corporation be amended by changingthe Article thereof numbered "FIRST" so tha4 asamended, said Articleshall beand read as follows:

"FIRST: The name of the Corporation isSUNWORKS, INC."

SECOND: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH:The effective date of this amendment shall be: March 1, 2016.

IN WITNESSWHEREOF,I have signed this Certificate this 12thday of February, 2016.

/s/ James B. Nelson                          

James B. Nelson, CEO

   State of Delaware                      

Secretary of State                      

Division  of  Corporations               

Delivered  10:52 AM 02/12/2016

FILED 10:52AM02/l2/2016  

SR  20160777534  -  File Number    3484724

EX-99.1

Exhibit 99.1

Solar3D Launches New Brand and Logo;

Changes Corporate Name to Sunworks

NASDAQ Ticker Symbol to Change to "SUNW"

Roseville, CA – February 29, 2016 – Solar3D, Inc. (NASDAQ: SLTD), a leading provider of solar power solutions, today announced it has changed its name to Sunworks, Inc. The company will be traded under the NASDAQ ticker symbol “SUNW” beginning at the start of trading on March 1, 2016. The name change unifies the company’s operations under a set of common corporate values, goals and commitments.

“The new name, Sunworks, and corporate rebranding provide us with a common corporate identity and go-to-market presence that better reflects who we are as a company and creates a platform for continued growth and market expansion, supporting our outlook for 100% revenue growth in 2016,” said James Nelson, CEO of Sunworks. “Over the past two years, our business model has fueled profitable, organic growth that, when combined with our accretive acquisitions, puts Sunworks in a position to create long-term value for our customers and shareholders.”

The company initiated its blended, long-term growth strategy in 2014 with the acquisition of Solar United Networks (SUNworks), then MD Energy and Elite Solar.

Nelson continued, “By shifting our primary focus from technology development to solar integration, we expect to continue to grow profitably by providing residential and commercial customers with tailored solutions that make owning solar easier, more reliable and cost effective. This is in stark contrast to a marketplace dominated by companies that have been consistently losing value with business models built on financially-engineered leases and power purchase agreements that are not in the best interest of the customer.”

By combining organic growth with prudent, strategic acquisitions, and continually focusing on transparency, best-in-class customer service and offering reliable solutions, the company has experienced profitable, exponential growth. Today, Sunworks is one of the fastest-growing solar providers in the western United States.

As part of its rebranding, Sunworks will introduce a new corporate website which can be accessed by visiting www.Sunworksusa.com.

About Sunworks, Inc.

Sunworks, (formerly known as Solar3D) a leading provider of solar power solutions, is focused on the design, installation and management of solar power systems for commercial, agricultural and residential customers. Sunworks is one of the fastest growing solar systems providers in the western United States, delivering 2.5 kilowatt to multi-megawatt commercial systems.  The Company's mission is to further the widespread adoption of solar power by deploying affordable, state-of-the-art systems and developing breakthrough new solar technologies.  The Company’s focus is on putting the customer first, providing the best value systems in the industry, and delivering on what is promised.

To learn more about Sunworks, visit our website at http://www.Sunworksusa.com.

Safe Harbor Statement

Matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words "anticipate," "believe," "estimate," "may," "intend," "expect" and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These risks include, but are not limited to, risks and uncertainties associated with: the impact of economic, competitive and other factors affecting the Company and its operations, markets, products, and prospects for sales, failure to commercialize our technology, failure of technology to perform as expected, failure to earn profit or revenue, higher costs than expected, persistent operating losses, ownership dilution, inability to repay debt, failure of acquired businesses to perform as expected, the impact on the national and local economies resulting from terrorist actions, and U.S. actions subsequently; and other factors detailed in reports filed by the Company.  

Investor Contact:

Rob Fink/John Roginski

Hayden IR

646-415-8972 / 570-569-2479

rob@haydenir.com / john@haydenir.com

Media Contact:

Coltrin & Associates

Caleb Cluff

212-221-1616

caleb_cluff@coltrin.com