Pineapple Energy Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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| Item 1.01. | Entry into a Material Definitive Agreement. |
As previously disclosed, on July 22, 2024, Pineapple Energy Inc. (the “Company”) obtained bridge loan financing for working capital purposes from Conduit Capital U.S. Holdings LLC (“Conduit”), an unaffiliated lender. On such date, Conduit loaned the principal sum of $500,000 to the Company on an original issue (“OID”) basis of 20% and accordingly, Conduit advanced $400,000 to the Company (the “Initial Conduit Loan”). The Initial Conduit Loan will accrue interest on the unpaid principal amount, without deduction for the OID, at an annual rate of 20%. Commencing on October 21, 2024 through and including July 21, 2025 (the “Maturity Date”), the Company may request that Conduit provide additional advances for working capital on identical terms, conditions and interest rate as the Initial Conduit Loan on an OID basis, up to an aggregate principal sum of $500,000, and Conduit shall have the right, without commitment or obligation to make such requested loan(s) by advancing 80% of the principal thereof. All such loans are secured by a pledge of all of the Company’s assets. The agreement was evidenced by the Secured Credit Agreement, dated July 22, 2024, between the Company and Conduit and the Secured Credit Note, dated July 22, 2024, between the Company and Conduit (the “Original Note”).
On September 9, 2024, the Company and Conduit entered into an Amended and Restated Convertible Secured Note (the “First Amended Note”) which amended the Original Note, which provides for an additional principal advance of $120,000 (the “Second Advance”). The First Amended Note also provides that Conduit may convert all or any portion of the Second Advance and all accrued but unpaid interest thereon into a number of shares (the “Note Conversion Shares”) of the Company’s common stock, par value $0.05 per share (the “Common Stock”), calculated as the total dollar amount to be converted divided by $0.45 (the “Conversion Price”).
On September 23, 2024, the Company and Conduit entered into a further amended and restated convertible secured credit note (the “Second Amended Note”), which amends and restates the First Amended Note. Under the terms of the Second Amended Note, Conduit loaned an additional principal sum of $380,000 to the Company (the “Third Advance”) on an OID basis of 20%. Additionally, pursuant to the Second Amended Note, Conduit was granted a demand registration right, which is in addition to the piggyback registration rights set forth in the First Amended Note, which registration rights are inclusive of all convertible shares issuable for the Second Advance and Third Advance, if converted; however, all out of pocket costs and expenses incurred in connection with this demand registration right shall borne by Conduit. The Third Advance, together with all accrued but unpaid interest thereon, are convertible into shares of Common Stock at the Conversion Price.
A copy of Second Amended Note, effective September 23, 2024, is annexed hereto as Exhibit 10.3.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth above in Item 1.01 is hereby incorporated by reference into this Item 2.03.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 9, 2024, the Company filed with the Secretary of State of the State of Minnesota the Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock (“Certificate of Designation”), as more fully described in our Current Report on Form 8-K, dated September 9, 2024. On September 23, 2024, the Company filed a certificate of correction to the Certificate of Designation solely to include a clarification to section 4 therein, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
The following exhibits are being filed with this Current Report on Form 8-K:
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.
| PINEAPPLE ENERGY INC. | ||
| By: | /s/ James Brennan | |
|
James Brennan Chief Operating Officer | ||
| Date: September 26, 2024 | ||