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): December 20, 2021 (December 17, 2021)
ISUN, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37707
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42-2150172
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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400 Avenue D, Suite 10, Williston, Vermont 05495
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(Address of Principal Executive Offices) (Zip Code)
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(802) 658-3378
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(Registrant’s telephone number, including area code)
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(Former name or former address, if changed since last report)
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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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value per share
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ISUN
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Nasdaq Capital Market
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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.
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On December 17, 2021, the Company held a Special Meeting of Stockholders (the “Special Meeting”). At the beginning of the Special Meeting, there were
7,135,558 shares of Common Stock present at the Special Meeting in person or by proxy, which represented 65.67% 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 October 18, 2021. At the Special Meeting, the Company’s stockholders approved the following proposal, which is described in
more detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on November 18, 2021(the “Proxy Statement”).
Proposal 3. To increase the maximum aggregate number of shares of Common Stock under the Company’s 2020 Equity Incentive Plan from
1,000,000 to 3,000,000 shares.
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For
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Against
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Abstentions
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Broker
Non-Votes
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6,344,554
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774,399
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16,605
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(0)
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Proposal 3 was approved.
At the time of the Special Meeting, there were insufficient votes to pass Proposals 1 and 2, which sought to approve (i) an amendment to the Company’s Second
Amended and Restated Certificate of Incorporation to reduce the percentage of outstanding shares required to approve an amendment to the Certificate of Incorporation from 66.667% to a simple majority, and (ii) an amendment to the Company’s Second
Amended and Restated Certificate of Incorporation to allow for any action required or permitted to be taken by the stockholders of the Company to be effected by written consent, respectively. As provided in the Company’s Bylaws, the Chairman of the
Company’s Board of Directors elected to adjourn the Special Meeting with respect to the votes for Proposals 1 and 2 in order to solicit additional proxies for such proposals. As announced at the Special Meeting, such Special Meeting will reconvene
virtually at 2:00 P.M. Eastern Standard Time on January 13, 2022. The reconvened Special Meeting will be virtual and accessible at www.virtualshareholdermeeting.com/ISUN2021SM. During the period of adjournment, the Company will continue to accept
stockholder votes on Proposals 1 and 2.
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: December 20, 2021
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iSun, Inc.
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By:
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/s/ Jeffrey Peck
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Name:
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Jeffrey Peck
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Title:
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Chief Executive Officer
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