Form 8-K

8-K — SUNation Energy, Inc.

Accession: 0001213900-26-098099

Filed: 2026-09-08

Period: 2026-09-04

CIK: 0000022701

SIC: 1700 (CONSTRUCTION SPECIAL TRADE CONTRACTORS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea030487601-8k425_sunation.htm (Primary)

EX-99.1 — PRESS RELEASE ISSUED ON SEPTEMBER 8, 2026 (ea030487601ex99-1.htm)

GRAPHIC (ea030487601_ex99-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea030487601-8k425_sunation.htm · Sequence: 1

false

0000022701

2026-09-04

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): September

4, 2026

SUNation Energy, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware

(State Or Other Jurisdiction Of Incorporation)

001-31588

41-0957999

(Commission File Number)

(I.R.S. Employer

Identification No.)

171 Remington Boulevard

Ronkonkoma, NY

11779

(Address of Principal Executive Offices)

(Zip Code)

(631) 750-9454

Registrant’s Telephone Number, Including

Area Code

Securities registered pursuant to Section 12(b) of the Act

Title of Each Class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value, $.05 per share

SUNE

The Nasdaq Stock Market, LLC

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

☐

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

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities

Exchange Act of 1934 (17 CFR §240.12b-2).

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 7.01. Regulation FD Disclosure.

As previously disclosed, on June 5, 2026, SUNation

Energy, Inc., a Delaware corporation (“SUNation”), SUNation Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary

of SUNation (“Merger Sub”), and Suniva, Inc., a Delaware corporation (“Suniva”), entered into an Agreement and

Plan of Merger (the “Merger Agreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver

of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Suniva, with Suniva continuing as a wholly owned

subsidiary of SUNation and the surviving corporation of the merger (the “Merger”).

On September 8, 2026, Suniva issued a press release

announcing the execution of a financing transaction by Suniva relating to a planned expansion of Suniva’s manufacturing facilities

and solar cell capacity through the development of a new significantly larger facility in Laurens County, South Carolina. The press release

is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, except that the information

contained on the websites referenced in the press release is not incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1 attached

hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference

in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K and

the exhibits filed or furnished herewith contain forward-looking statements (including within the meaning of Section 21E of the Securities

Exchange Act of 1934, as amended, and Section 27A of the Securities Act) concerning Suniva, SUNation, the proposed transactions and

other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations

or financial condition, or otherwise, based on current expectations and beliefs of the management of SUNation and Suniva, as well as assumptions

made by, and information currently available to, management of SUNation and Suniva. Forward-looking statements generally include statements

that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,”

“should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,”

“estimate,” “project,” “intend,” and other similar expressions or the negative or plural of these

words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements

contain these words. Statements that are not historical facts are forward-looking statements.

Forward-looking statements in this report include,

but are not limited to, expectations regarding the proposed Merger; the potential benefits and results of the Merger and transactions

contemplated thereby; the sufficiency of the combined company’s capital resources; the expected timing of the closing of the proposed

transactions, including any financing and/or capital transactions as may be necessary to fund operational expansion and consummation of

material operational matters; statements regarding the potential and timing of, and expectations regarding, Suniva’s energy development,

solar cell technology, manufacturing capabilities, production or capacity, ability to continue its resurgence and maintenance of its manufacturing

facilities, as well as the consummation of Suniva’s intended facility expansion and anticipated revenue opportunities; any statements

by SUNation’s Chief Executive Officer; and statements by Suniva’s Chief Executive Officer and other persons statements set

forth in the September 4, 2026 press release. Forward-looking statements are based on current beliefs and assumptions that are subject

to risks and uncertainties and are not guarantees of future performance.

Actual results could differ materially from those

contained in any forward-looking statement as a result of various factors, including, without limitation: the risk that the proposed Merger

may not be completed on the anticipated timeline or at all; the failure to obtain required stockholder approvals, SEC effectiveness of

the Form S-4 registration statement, or Nasdaq listing approval; the parties’ ability to satisfy the conditions to closing and to

close expected financing; risks relating to constructing, equipping, permitting and ramping up the Laurens County, South Carolina facility

on time and on budget; the ability to convert offtake agreements into realized revenue; competition, tariffs, trade actions and changes

in tax incentives, including the Section 45X advanced manufacturing production credit; technology, supply-chain and execution risks; the

accuracy of third-party market data and forecasts; the operating history of Suniva; potential net losses incurred as a result of the current

expansion-stage nature of Suniva, as well as net losses carried forward from SUNation’s longstanding business operations; the ability

to raise additional capital; the ability of Suniva to execute on its business plans and for the combined companies to integrate SUNation’s

solar installation systems into Suniva’s solar cell manufacturing operations; the effects of the One Big Beautiful Act of 2025 on

the residential solar industry, which has had a material negative impact on residential solar installations since the January 2026 effectiveness

thereof; Suniva’s limited experience in operating a public company; the substantial competition Suniva faces in developing and selling

its solar cell development products; the ability to attract, hire, and retain skilled executive officers and employees; the ability of

SUNation or Suniva to protect their respective intellectual property and proprietary technologies; reliance on third parties, contract

manufacturers, and contract research organizations; uncertainties as to the timing of the consummation of the proposed transactions and

the ability of each of the parties to consummate the proposed transactions; risks related to SUNation’s continued listing on Nasdaq

until the closing of the proposed transactions; risks related to SUNation’s and Suniva’s ability to correctly estimate their

respective operating expenses and expenses associated with the proposed transactions, as well as uncertainties regarding the impact any

delay in the closing would have on the anticipated cash resources of the combined company upon closing and other events and unanticipated

spending and costs that could reduce the combined company’s cash resources; the occurrence of any event, change or other circumstance

or condition that could give rise to the termination of the Merger Agreement; competitive responses to the proposed transactions; unexpected

costs, charges or expenses resulting from the proposed transactions; the outcome of any legal proceedings that may be instituted against

SUNation, Suniva or any of their respective directors or officers related to the Merger or the proposed transactions contemplated thereby;

potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transactions;

the effect of the announcement or pendency of the transactions on SUNation’s or Suniva’s business relationships, operating

results and business generally; compliance with and qualification for initial listing on Nasdaq related to the expected trading of the

combined company’s stock on Nasdaq and the combined company’s ability to remain listed following the proposed transactions;

the risk that, as a result of adjustments to the Exchange Ratio as set forth in the Merger Agreement, SUNation’s stockholders and

Suniva’s stockholders could own more or less of the combined company than is currently anticipated; risks related to the market

price of SUNation common stock relative to the Exchange Ratio; legislative, regulatory, political and economic developments and general

market conditions, including those surrounding the viability of residential solar businesses following the loss of federal tax credits

beginning in January 2026; and the other risks described in SUNation’s most recent Annual Report on Form 10-K, Quarterly Reports

on Form 10-Q and Current Reports on Form 8-K filed with the SEC, the registration statement on Form S-4 to be filed with the SEC by SUNation,

as well as risk factors associated with companies, such as Suniva, that operate in the energy and manufacturing industry.

Nothing in this Current Report on Form 8-K should

be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that the contemplated

results of any such forward-looking statements will be achieved. Forward-looking statements in this Current Report on Form 8-K speak only

as of the day they are made and are qualified in their entirety by reference to the cautionary statements herein. Except as required by

applicable law, SUNation and Suniva undertake no obligation to revise or update any forward-looking statement, or to make any other forward-looking

statements, whether as a result of new information, future events or otherwise. This Current Report on Form 8-K does not purport to summarize

all of the conditions, risks and other attributes of an investment in SUNation or Suniva.

No Offer or Solicitation

This Current Report on Form 8-K and

the exhibits filed or furnished herewith are not intended to and do not constitute (i) a solicitation of a proxy, consent or approval

with respect to any securities or in respect of the proposed transaction or (ii) an offer to sell or the solicitation of an offer

to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed transaction or otherwise,

nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities

shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Subject to certain

exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or

indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the

mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate

or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION

HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS CURRENT REPORT ON FORM 8-K AND THE EXHIBITS FILED OR FURNISHED

HEREWITH ARE TRUTHFUL OR COMPLETE.

Important Additional Information About the

Proposed Transaction Will be Filed with the SEC

This Current Report on Form 8-K and

the exhibits filed or furnished herewith are not substitutes for the registration statement or for any other document that SUNation may

file with the SEC in connection with the proposed transaction. In connection with the proposed transaction between SUNation and Suniva,

SUNation intends to file relevant materials with the SEC, including a registration statement on Form S-4 that will contain a

proxy statement/prospectus of SUNation. SUNATION URGES INVESTORS AND STOCKHOLDERS TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS

AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS, SUPPLEMENTS OR DOCUMENTS INCORPORATED BY REFERENCE

IN OR TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION

ABOUT SUNATION, SUNIVA, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of

the proxy statement/prospectus and other documents filed by SUNation with the SEC (when they become available) through the website maintained

by the SEC at www.sec.gov. In addition, investors and stockholders should note that SUNation communicates with investors and the public

using its website (www.sunation.com) and the investor relations website (ir.sunation.com) where anyone will be able to obtain free copies

of the proxy statement/prospectus and other documents filed by SUNation with the SEC and stockholders are urged to read the proxy statement/prospectus

and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed

transaction.

Participants in the Solicitation

SUNation, Suniva and their respective directors

and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction, as shall

be set forth and disclosed on the Company’s Form S-4, including the terms of the Suniva financing. Information about SUNation’s

directors and executive officers is included in SUNation’s most recent Annual Report on Form 10-K, including any information

incorporated therein by reference, as filed with the SEC. Additional information regarding the persons who may be deemed participants

in the solicitation of proxies will be included in the proxy statement/prospectus relating to the proposed transaction when it is filed

with the SEC. These documents can be obtained free of charge from the sources indicated above.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press Release issued on September 8, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

SUNATION ENERGY, INC.

By:

/s/ James Brennan

James Brennan

Chief Financial Officer

Date: September 8, 2026

EX-99.1 — PRESS RELEASE ISSUED ON SEPTEMBER 8, 2026

EX-99.1

Filename: ea030487601ex99-1.htm · Sequence: 2

Exhibit 99.1

SUNIVA COMPLETES $835 MILLION CAPITAL RAISE

TO BUILD SECOND MAJOR U.S. SOLAR CELL MANUFACTURING FACILITY AND MORE THAN QUADRUPLE CAPACITY TO 5.5 GW

New capital accelerates rapid expansion of American-made

solar cell capacity; Laurens County, South Carolina facility expected online in late 2027, building on Suniva’s 1 GW Norcross, Georgia

operation and strengthening U.S. energy independence

NORCROSS, GA, SEPT. 8, 2026 – Suniva, the largest and

oldest U.S. merchant manufacturer of high-efficiency monocrystalline silicon solar cells (“Suniva” or the “Company”),

today announced the completion of an $835 million capital raise comprising both debt and equity financing. The financing was provided

by a group of top-tier financial partners, including Suniva’s largest shareholder and long-term backer, Lion Point Capital, and

consists of senior secured credit facilities provided by funds managed by Goldman Sachs Alternatives and I Squared Capital, a second lien

credit facility provided by JBA Asset Management, and equity investments by Electron Capital Partners, Orion Infrastructure Capital (OIC),

and Rubric Capital Management, along with certain other investors. The new capital will fund construction of Suniva’s second U.S.

solar cell manufacturing facility and accelerate the Company’s rapid expansion to a total of 5.5 GW of American-made solar cell

capacity, a decisive step toward U.S. energy independence. Roth Capital Partners served as lead private placement agent to Suniva. Gibson,

Dunn & Crutcher LLP served as legal counsel to Roth. Rodman & Renshaw served as a financial advisor to Suniva. J.P. Morgan acted

as the sole structuring agent to Suniva. Kilpatrick Townsend & Stockton LLP served as legal counsel to Suniva.

Suniva’s new 4.5 GW high-efficiency monocrystalline silicon solar

cell manufacturing facility, which is currently under development in Laurens County, South Carolina, will more than quadruple its capacity,

with completion expected in late 2027 and full ramp expected in 2028. The shell of the 621,468 square foot building is already complete.

The fully-funded project represents an approximately $600 million investment and an anticipated 564 new advanced manufacturing jobs, creating

a major industrial anchor for South Carolina’s Upstate region. Suniva’s existing, fully operational facility in Norcross,

Georgia, is already delivering 1 GW of high-efficiency monocrystalline silicon solar cell manufacturing capacity. Suniva’s Laurens

County, SC expansion builds directly on the operational success of its Norcross factory, pairing a fully operational facility with a major

new capacity expansion, a combination unique among U.S. solar cell manufacturers.

Suniva’s expansion is de-risked by a domestic supply chain already

in place and by long-term product offtake agreements with leading U.S. solar players for the majority of its planned future production.

The Company expects the new Laurens County capacity to be highly competitive as it comes online.

Connor Arras, Managing Director, Climate Credit at Goldman Sachs Alternatives,

said, “Suniva is scaling from a position of strength. They’re already producing at commercial scale, have locked in critical domestic

supply relationships, and have long-term customer commitments covering their planned output. Combined with a fully funded expansion, that

gives us confidence in Suniva’s ability to become an even more important supplier to America’s solar industry as the country works toward

domestic supply chain independence.”

South Carolina Governor Henry McMaster, commented, “With the

addition of 564 jobs in advanced manufacturing and energy, Suniva’s commitment to this major expansion in the Palmetto State will

create new opportunities for our workforce and help bolster energy independence in the United States. This investment strengthens our

commitment to innovative energy solutions, and we are proud of Suniva’s continued success in Laurens County.”

David Rosenblum, Fund Partner, I Squared Capital, said: “This

financing reflects I Squared Capital’s expertise as a global investor in critical infrastructure, and our conviction in Suniva as

a strong project developer with a clear path to scale. By providing this facility, we are supporting the creation of high-quality American

jobs and the advancement of domestic manufacturing needed to meet the growing demand for renewable power.”

“Laurens County is excited to welcome Suniva and their first

South Carolina operation to our community. The investment commitment and job creation are a testament to our business-friendly environment.

We look forward to a great partnership with Suniva for many years to come,” said Laurens County Council Chairman Jeff Carroll.

“By selecting its location in Laurens County, Suniva joins a

growing number of manufacturers in Upstate S.C. whose products help to power the world, deepening our expertise in advanced energy. We’re

excited for the opportunities they will create in our region and look forward to watching them grow,” said Upstate SC Alliance President

and CEO John Lummus.

“U.S. energy independence and meeting the needs of increasing

energy usage in the United States requires domestic production of U.S. solar cells. As the only U.S.-owned solar cell manufacturer at

commercial scale, we believe Suniva is uniquely well positioned in the market. We look forward to helping the United States and the Administration

achieve its important goal of U.S. energy independence,” said Tony Etnyre, CEO of Suniva, Inc. “With our second state-of-the-art

high-efficiency solar cell manufacturing facility, we expect to be able to meet the growing needs for a U.S.-based source. We appreciate

the strong partnership with South Carolina and the Laurens County community as we rapidly scale to meet this rising demand and strengthen

the domestic U.S. solar supply chain while Suniva continues leading the next era of American solar manufacturing.”

Suniva announced on June 8, 2026 that it signed a definitive reverse

merger agreement (the “Merger Agreement”) pursuant to which Suniva will merge with a wholly-owned subsidiary of SUNation Energy,

Inc. (Nasdaq: SUNE) (“SUNation”), a leading provider of residential and commercial solar energy systems, battery storage solutions,

and comprehensive energy services. The combined company is expected to operate under the Suniva name and continue SUNation’s listing

on the Nasdaq Capital Market.

ABOUT SUNIVA

Headquartered in metro Atlanta, Georgia, Suniva is the leading American

manufacturer of high-efficiency crystalline silicon photovoltaic (PV) solar cells. As the only U.S.-owned and operated solar cell manufacturer

in the country, the company is known for its high-quality products, industry-leading technology, reliability, and high-power density.

For more information, visit www.suniva.com.

ABOUT SUNATION ENERGY

SUNation Energy, Inc. (Nasdaq: SUNE) is a leading provider of sustainable

solar energy, battery storage, backup power and related energy services to households, businesses and municipalities, with a focus on

high–electricity-cost markets. Through its portfolio of brands, including SUNation, Hawaii Energy Connection and E-Gear, SUNation

offers an end-to-end product set spanning residential and commercial solar, battery storage, grid services, roofing and high-margin service

and maintenance for both its own systems and “orphaned” systems installed by other providers. SUNation’s largest markets

include New York and Hawaii. For more information, visit ir.sunation.com.

CONTACTS

For Suniva:

Media:

info@suniva.com

Investors:

David Pasquale

Suniva@GlobalIRPartners.com

For SUNation Energy:

Scott Maskin

Chief Executive Officer, SUNation Energy, Inc.

smaskin@sunation.com

James Brennan

Chief Financial Officer, SUNation Energy, Inc.

jbrennan@sunation.com

Investor Relations:

Alliance Advisors IR

IR@sunation.com

FORWARD-LOOKING STATEMENTS

This communication contains “forward-looking

statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933,

as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements

include all statements that are not historical facts and may be identified by words such as “anticipate,” “believe,”

“expect,” “intend,” “estimate,” “plan,” “project,” “target,” “design,”

“will,” “would”, “could”, “should”, “may”, “forecast”, “potential”,

“target” and similar expressions.

These statements include, but are not limited

to, statements regarding: the projected funding status, capacity, and completion and production ramp schedule of Suniva’s Laurens

County project; the benefits of the project to Laurens County, including job creation projections, the State of South Carolina and the

nation’s energy infrastructure and independence; the efficacy of Suniva’s supply chain and long-term product offtake agreements

to achieve their intended purposes; and any statements regarding the proposed merger of SUNation and Suniva.

These forward-looking statements are based on

current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from

those expressed or implied. These risks include, among others: risks relating to constructing, equipping, permitting and ramping up the

Laurens facility on time and on budget; the ability to convert offtake agreements into realized revenue; competition, tariffs, trade actions

and changes in tax incentives, including the Section 45X advanced manufacturing production credit; technology, supply-chain and execution

risks; the accuracy of third-party market data and forecasts; the operating history of Suniva; potential net losses incurred as a result

of the current expansion stage nature of Suniva, as well as net losses carried forward from SUNation’s long standing business operations

after the completion of the merger; the ability to raise additional capital; the ability of Suniva to execute on its business plans and

for the combined companies to integrate SUNation’s solar installation systems into Suniva’s solar cell manufacturing operations;

the effects of the One Big Beautiful Act of 2025 on the residential solar industry, which has had a material negative impact on residential

solar installations since the January 2026 effectiveness thereof; Suniva’s limited experience in operating a public company; the

substantial competition Suniva faces in developing and selling its solar cell development products; the ability to attract, hire, and

retain skilled executive officers and employees; the ability of SUNation or Suniva to protect their respective intellectual property and

proprietary technologies; reliance on third parties, contract manufacturers, and contract research organizations; the risk that the risk

that the proposed merger may not be completed on the anticipated timeline or at all; the failure to obtain required stockholder approvals,

SEC effectiveness of the Form S-4 registration statement, or Nasdaq listing approval; the parties’ ability to satisfy the conditions

to closing and to close expected financing; uncertainties as to the timing of the consummation of the proposed transactions and the ability

of each of the parties to consummate the proposed transactions; risks related to SUNation’s continued listing on Nasdaq until the

closing of the proposed transactions; risks related to SUNation’s and Suniva’s ability to correctly estimate their respective

operating expenses and expenses associated with the proposed transactions, as well as uncertainties regarding the impact any delay in

the closing would have on the anticipated cash resources of the combined company upon closing and other events and unanticipated spending

and costs that could reduce the combined company’s cash resources; the occurrence of any event, change or other circumstance or

condition that could give rise to the termination of the Merger Agreement; competitive responses to the proposed transactions; unexpected

costs, charges or expenses resulting from the proposed transactions; the outcome of any legal proceedings that may be instituted against

SUNation, Suniva or any of their respective directors or officers related to the Merger or the proposed transactions contemplated thereby;

potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transactions;

the effect of the announcement or pendency of the transactions on SUNation’s or Suniva’s business relationships, operating

results and business generally; the compliance and qualification for initial listing on Nasdaq related to the expected trading of the

combined company’s stock on Nasdaq and the combined company’s ability to remain listed following the proposed transactions;

the risk that as a result of adjustments to the Exchange Ratio (as set forth in the Merger Agreement) SUNation’s stockholders and Suniva’s

stockholders could own more or less of the combined company than is currently anticipated; risks related to the market price of SUNation

common stock relative to the Exchange Ratio; legislative, regulatory, political and economic developments and general market conditions,

including those surrounding the viability of residential solar businesses following the loss of federal tax credits beginning in January

2026; and the other risks described in SUNation’s filings with the U.S. Securities and Exchange Commission (the “SEC”)

and to be described in the Form S-4 and related proxy statement/prospectus.

These forward-looking statements speak only as

of the date of this press release. Suniva and SUNation expressly disclaim any obligation or undertaking to update or revise any forward-looking

statements contained herein to reflect any change in expectations or any change in events, conditions or circum-stances on which any such

statement is based, except as required by law.

NO OFFER OR SOLICITATION

This communication is for informational purposes

only and does not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the proposed

transactions or (ii) an offer to sell or buy, or the solicitation of an offer to sell or buy, any securities, nor shall there be any sale

of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under

the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements

of Section 10 of the Securities Act.

Subject to certain exceptions to be approved by

the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction

where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality

(including without limitation, email, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities

exchange, of any such jurisdiction.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION

HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESS RELEASE IS TRUTHFUL OR COMPLETE.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This press release is not a substitute for the

registration statement or for any other document that SUNation may file with the U.S. Securities and Exchange Commission (“SEC”)

in connection with the proposed transactions. In connection with the proposed Merger transaction, SUNation intends to file with the SEC

a registration statement on Form S-4 that will include a proxy statement of SUNation and a prospectus (the “proxy statement/prospectus”).

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS

WHEN FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE

THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these

documents, when available, at the SEC’s website at www.sec.gov. In addition, investors and stockholders should note that SUNation

communicates with investors and the public using its website (www.sunation.com) and the investor relations website, (https://ir.sunation.com/),

where anyone will be able to obtain free copies of the proxy statement/prospectus and other documents filed by SUNation with the SEC and

stockholders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making

any voting or investment decision with respect to the proposed transactions.

PARTICIPANTS IN THE SOLICITATION

SUNation, Suniva and their respective directors

and executive officers may be deemed to be participants in the solicitation of proxies from SUNation’s shareholders in respect of

the proposed transaction. Information regarding SUNation’s directors and executive officers is set forth in SUNation’s most

recent Annual Report on Form 10-K, including any information incorporated by reference, as filed with the SEC on March 23, 2026, as supplemented

by its periodic SEC reports thereafter. Additional information regarding the participants in the solicitation and a description of their

direct and indirect interests will be included in the proxy statement/prospectus when it becomes available.

GRAPHIC

Filename: ea030487601_ex99-1img1.jpg · Sequence: 3

Binary file (13694 bytes)

Download ea030487601_ex99-1img1.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Sep. 04, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Sep. 04, 2026

Entity File Number

001-31588

Entity Registrant Name

SUNation Energy, Inc.

Entity Central Index Key

0000022701

Entity Tax Identification Number

41-0957999

Entity Incorporation, State or Country Code

Entity Address, Address Line One

171 Remington Boulevard

Entity Address, City or Town

Ronkonkoma

Entity Address, State or Province

Entity Address, Postal Zip Code

11779

City Area Code

631

Local Phone Number

750-9454

Written Communications

true

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

SUNE

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For 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.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The 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'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission 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.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration