iSun Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits
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Item 3.03 Material Modification to Rights of Securities Holders.
On April 18, 2024, the Board of Directors of iSun, Inc. (the “Company”) approved a one-for-twenty reverse stock split (the “Reverse Split”) of the outstanding Common Stock of the Company, par value $0.00001 per share (the “Original Common”). The Reverse Split was duly approved by a majority of the Company’s stockholders at the Special Meeting held on February 27, 2024 (the “Special Meeting”). Pursuant to the Reverse Split, every twenty (20) shares of the Company’s issued and outstanding Original Common shares as presently classified are, effective 9:00 A.M. EDT on April 26, 2024, combined into one (1) share of Common Stock par value $0.00001 per share (the “New Common”). No fractional New Common shares will be issued with the Reverse Split. Any fractional shares will be rounded up to the nearest whole share.
Immediately upon effecting the Reverse Split, each shareholder’s percentage ownership interest in the Company and proportional voting power will remain virtually unchanged except for minor changes resulting from rounding fractional shares into whole shares. The rights and privileges of the holders of the Company’s Original Common shares are substantially unaffected by the Reverse Split. All issued and outstanding options, warrants, and convertible securities will be appropriately adjusted for the Reverse Split.
Item 5.03 Amendments to Articles of Incorporation
In connection with the Reverse Split described in Item 3.03 of this Current Report, we filed the Company’s Fourth Amended and Restated Certificate of Incorporation with the Delaware Department of State, Division of Corporations on April 24, 2024 (the “Amended Charter”) and the Amended Charter became effective on that date. A more complete description of the amendments is set forth in the Company’s Definitive Proxy Statement for the Special Meeting filed with the Securities and Exchange Commission on January 29, 2024.
Item 8.01 Other Information.
On April 24, 2024, the Company issued a press release announcing 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 | Fourth Amended & Restated Certificate of Incorporation of iSun, Inc. |
| 99.1 | Press Release of iSun, Inc. dated April 24, 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 24, 2024
| iSun, Inc. | ||
| By: | /s/ Jeffrey Peck | |
| Name: | Jeffrey Peck | |
| Title: | Chief Executive Officer | |