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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): July 13, 2023 (July 12, 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 July 12, 2023, the Company reconvened its 2023 Annual Meeting of Stockholders (the “Annual Meeting”), which was adjourned on June 21, 2023. Before the adjournment, the stockholders elected two directors to serve until the 2026 Annual Meeting and ratified the appointment of Marcum LLP as the Company’s independent public accounting firm for the fiscal year ended December 31, 2022. At the beginning of the reconvened Annual Meeting, there were 14,401,664 shares of Common Stock present at the Annual Meeting in person or by proxy, which represented 76.32% of the voting power of the shares of Common Stock entitled to vote at the Annual 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 May 8, 2023. At the reconvened Annual 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 May 12, 2023 (the “Proxy Statement”).

 

Proposal 3. To approve an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to protect the Company’s officers from certain personal monetary liability in accordance with recent amendments to the Delaware General Corporation Law.

 

For   Against   Abstentions  

Broker

Non-Votes

 
 9,532,442    1,786,484    60,137    3,022,601 

 

Proposal 3 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: July 13, 2023

 

  iSun, Inc.
     
  By: /s/ Jeffrey Peck
  Name: Jeffrey Peck
  Title: Chief Executive Officer