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): July 5, 2023

Via Renewables, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-36559	46-5453215
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

12140 Wickchester Ln, Suite 100

Houston, Texas 77079

(Address of principal executive offices)

(713) 600-2600

(Registrant's telephone number, including area code)

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 Symbols(s)	Name of exchange on which registered
Class A common stock, par value $0.01 per share	VIA	The NASDAQ Global Select Market
8.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share	VIASP	The NASDAQ Global Select 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.

On July 5, 2023, Spark Energy, LLC, a subsidiary of Via Renewables, Inc. (the “Company”), and Good Counsel Group, LLC entered into Amendment No. 3 (the “Amendment”) to that certain Engagement Letter Agreement dated August 27, 2020, as amended (the “Engagement Letter Agreement”).

The Amendment amended the Engagement Letter Agreement, which outlined the provision of services by Barbara Clay as Acting General Counsel and Secretary of the Company and its affiliates, to specify that Ms. Clay will no longer serve as Acting General Counsel and Secretary, and will instead provide assistance on legal and regulatory matters and legal strategy on a part-time, as needed basis, for an hourly fee. Except as amended by the Amendment and otherwise described herein, the terms of the Engagement Letter Agreement remain in full force and effect. Accordingly, effective July 5, 2023, Ms. Clay no longer serves as an executive officer of the Company. 

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1†	Amendment to Engagement Letter Agreement, dated July 5, 2023, by and between Good Counsel Group, LLC and Spark Energy, LLC
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Management contract, or compensatory plan or arrangement.

2

Exhibit Index

Exhibit No.	Description
10.1†	Amendment to Engagement Letter Agreement, dated July 5, 2023, by and between Good Counsel Group, LLC and Spark Energy, LLC
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Management contract, or compensatory plan or arrangement.

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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 hereunto duly authorized.

Dated: July 7, 2023
	Via Renewables, Inc.
	By:	/s/ Mike Barajas
	Name:	Mike Barajas
	Title:	Chief Financial Officer

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EX-10.1

EXHIBIT 10.1

Good Counsel

July 5, 2023

Via Email: pkonikowsi@viarenewables.com

Mr. Paul Konikowski

Chief Operating Officer

Spark Energy, LLC

12140 Wickchester Lane, Suite 100

Houston, Texas 77079

Re: Amendment No. 3 to Good Counsel Consulting Agreement

 

Dear Mr. Konikowski:

This Amendment is in reference to the Legal Engagement between Good Counsel Legal Services, LLC and Spark Energy, LLC dated August 27, 2020, as amended (“Agreement”) and serves, for good and valuable consideration, to amend the following in the Agreement:

1.	Effective on July 5, 2023, the compensation for Services will be $350.00 per hour.
2.	The second sentence of paragraph 1 will be changed from:
	Barbara Clay, Esq. (“Consultant”) will be fulfilling the role of Acting General Counsel and Secretary to Spark Energy and its retail energy affiliates, on a full-time basis, traveling to Houston as reasonably required (as described in this paragraph, the “Services”).” and amended to state: “Barbara Clay, Esq. (“Consultant”) will assist Client and its legal team and lawyers, on a part-time, as needed basis, on Company legal matters, regulatory matters and legal strategy (as described in this paragraph, the “Services”)

3. Except as specifically amended by this Amendment, all other provisions of the Agreement remain in full force and effect.

By the signatures below, the parties accept this Amendment.

SPARK ENERGY LLC		GOOD COUNSEL GROUP LLC
/s/ Paul Kanikowski		/s/ Barbara Clay
By:	Paul Konikowski	By:	Barbara Clay, Esq.
Title:	Chief Operating Officer	Title:	Managing Member

XML

Cover	Jul. 05, 2023
Cover [Abstract]
Entity Registrant Name	Via Renewables, Inc.
Entity Central Index Key	0001606268
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Jul. 05, 2023
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	46-5453215
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity File Number	001-36559
Entity Address Address Line 1	12140 Wickchester Ln
Entity Address Address Line 2	Suite 100
Entity Address City Or Town	Houston
Entity Address State Or Province	TX
Entity Address Postal Zip Code	77079
City Area Code	713
Local Phone Number	600-2600
Security 12b Title	Class A common stock, par value $0.01 per share
Trading Symbol	VIA
Security Exchange Name	NASDAQ