iSun Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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):
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S.
Employer Identification Number) |
|
|
| (Address of Principal Executive Offices) (Zip Code) |
( |
| (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 | ||
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 5.03 Amendments to Articles of Incorporation
In connection with the rescission of the Reverse Split described in Item 8.01 of this Current Report, iSun, Inc. (the “Company”) filed the Company’s Fifth Amended and Restated Certificate of Incorporation with the Delaware Department of State, Division of Corporations on April 25, 2024 (the “Amended Charter”) and the Amended Charter became effective on that date.
Item 8.01 Other Information.
Rescission of Reverse Split
On April 25, 2024 the Board of Directors of the Company elected to rescind the reverse split (the “Reverse Split”) described in the Company’s Current Report on Form 8-K, filed on April 24, 2024, which was anticipated to become effective on April 26, 2024. The Company has taken the necessary actions to rescind the Reverse Split before it became effective.
Press Release Announcing Rescission of Reverse Split
On April 25, 2024, the Company issued a press release announcing rescission of the Reverse Split. A copy of such press release is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 3.1 | Fifth Amended & Restated Certificate of Incorporation of iSun, Inc. |
| 99.1 | Press Release of iSun, Inc. dated April 25, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: April 25, 2024
| iSun, Inc. | ||
| By: | /s/ Jeffrey Peck | |
| Name: | Jeffrey Peck | |
| Title: | Chief Executive Officer | |