SEC Form SC 13D/A filed by iSun Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)

ISUN, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

465246106

(CUSIP Number)

Jeffrey Peck, 400 Avenue D, Suite 10, Williston, VT 05495 (802) 658-3378

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 22, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The securities covered by this Schedule 13D are shares of Common Stock, par value $0.0001 per share (the “Common Stock”) of iSun, Inc. formerly known as The Peck Company Holdings, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 400 Avenue D, Suite 10, Williston, Vermont 05495.

Each of Jeffrey Peck, Veroma, LLC, Michael d’Amato, Roger G. Branton, Branton Partners, LLC, Richard L. Mooers, Mooers Partners, LLC, and Corundum AB have entered into a Joint Filing Agreement, dated as of July 1, 2019, a copy of which is incorporated herein by reference as Exhibit 5. Each of John Sullivan, and Sassoon M. Peress entered into a Joint Filing Agreement, dated as of February 16, 2021, copies of which are incorporated herein as Exhibits 10, and 6, respectively. John P. Comeau has entered into a Joint Filing Agreement, dated as of February 28, 2022, a copy of which is incorporated herein as Exhibit 9.

The business address of each of Veroma and Michael d’Amato is 400 Avenue D, Suite 10, Williston, VT 05495.

The business address of each of Roger G. Branton, Branton Partners, Richard L. Mooers and Mooers Partners is 240 South Pineapple Ave., Suite 701, Sarasota, FL 34236.

The business address of Corundum and Mats Wennberg is Box 57, 182 05 Djursholm, Stockholms län.

The business address of Sassoon M. Peress is 7501 Mountain Sights Apt 505, Montreal, QC H4P 0A8, Canada.

The business address of John Sullivan is 400 Avenue D, Suite 10, Williston, VT 05495.

The business address of John P. Comeau is 2 ½ Joseph Street, Derry, NH 03038.

Michael d’Amato is Chief Strategy Officer of the Issuer and a Managing Member of Veroma. Veroma’s principal business is to business development consulting. Michael d’Amato, as President of Veroma, may be deemed to have the shared power to dispose or direct the disposition of the shares of Common Stock of the Issuer that are directly held by Veroma.

John Sullivan is Chief Financial Officer of the Issuer. The business address of Mr. Sullivan is 400 Avenue D, Suite 10, Williston, VT 05495.

Roger G. Branton is the Managing Member of Branton Partners. The principal business of Branton Partners is investment management. Roger G. Branton, as Managing Member of Branton Partners, may be deemed to have the shared power to dispose or direct the disposition of the shares of Common Stock of the Issuer that are directly held by Branton Partners.

Richard L. Mooers is the Managing Member of Mooers Partners. The principal business of Mooers Partners is investment management. Richard L. Mooers, as Managing Member of Mooers Partners, may be deemed to have the shared power to dispose or direct the disposition of the shares of Common Stock of the Issuer that are directly held by Mooers Partners.

Corundum’s principal business is investment management.

Mats Wennberg is the Chief Executive Officer of Corundum AB.

John P. Comeau is the General Manager of Liberty Electric, Inc., a New Hampshire corporation and a wholly-owned subsidiary of iSun Industrial, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Issuer. Mr. Comeau’s business address is 2 ½ Joseph Street, Derry, NH 03038.

Former reporting persons Duane Peterson, James Moore, and Jeffrey Irish (hereinafter the “Former Reporting Persons”) were subject to irrevocable proxy agreements with the Reporting Person Jeffrey Peck, previously described in that certain Schedule 13D/A dated March 9, 2022. Such proxy agreements terminated on March 30, 2022. Because the Former Reporting Persons are no longer subject to the proxy agreements the Former Reporting Persons are no longer required to be included on this filing and references to and exhibits regarding the Former Reporting Persons have been removed from this Amendment No. 3.

(d) None of the Reporting Person have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Person have, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

As reported on Schedule 13D filed on June 20, 2019 (the “Closing Date”), the Issuer consummated the previously announced business combination (the “Business Combination”) pursuant to a Share Exchange Agreement, dated as of February 26, 2019 (the “Exchange Agreement”), by and among the Issuer, Peck Electric and Peck Electric’s stockholders (the “Stockholders”). In connection with the closing of the Business Combination (the “Closing”), the Issuer changed its name from “Jensyn Acquisition Corp.” to “The Peck Company Holdings, Inc.” “Jensyn” refers to the Registrant prior to the Closing. In connection with the Closing, Jensyn issued 3,234,501 shares of Jensyn’s Common Stock to the Stockholders in exchange for all of the equity securities of Peck Electric, and Peck Electric became a wholly-owned subsidiary of the Issuer. In this regard, the following Reporting Persons received the following number of shares of Common Stock in consideration for their equity securities of Peck Electric: (a) Jeffrey Peck received 1,406,974 shares of Common Stock; (b) Veroma received 213,318 shares of Common Stock; (c) Mooers Partners received 335,976 shares of Common Stock; (d) Branton Partners received 335,976 shares of Common Stock; and (e) Corundum received 90,660 shares of Common Stock.

The foregoing summary of the Exchange Agreement is qualified in its entirety by reference to the Exchange Agreement, a copy of which is filed as Exhibit 2.2 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2019, which was attached to the Schedule 13D as Exhibit 1 and incorporated herein by reference.

On January 19, 2021 the Issuer changed its name of iSun, Inc.

On January 19, 2021, the Issuer entered into an Agreement and Plan of Merger and Reorganization (the “iSun Merger Agreement’) with Peck Mercury, Inc., iSun Energy, LLC, and Sassoon M. Peress. Pursuant to the iSun Merger Agreement, as amended, Mr. Peress was issued shares of Common Stock, Warrants and other consideration. Mr. Peress was issued 300,000 shares of Common Stock at Closing. Mr. Peress subsequently transferred an aggregate of 8,500 shares of Common Stock of the Issuer to Dan Cohen, Manish Hirapara, Emma Peress, and Shoshanna Zimmerman. Mr. Peress was subsequently issued an additional 200,000 shares pursuant to a Confidential Settlement and Release by and between the Issuer and Mr. Peress dated November 28, 2022. Mr. Peress has executed an Irrevocable Proxy in favor of Mr. Peck with respect to such shares of Common Stock.

Pursuant to the iSun Merger Agreement, Mr. Peress was issued a Warrant to acquire 100,000 shares of Common Stock. Mr. Peress exercised such Warrant on February 8, 2021 and was issued 100,000 shares of Common. Mr. Peress has executed an Irrevocable Proxy in favor of Mr. Peck with respect to such shares of Common Stock.

The foregoing summary of the iSun Merger Agreement is qualified in its entirety by reference to the iSun Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 25, 2021, incorporated herein by reference.

On January 4, 2021 the Board of Directors of the Issued approve a grant of shares of Common Stock and Non-Qualified Stock Options to Messrs. Peck, Sullivan and d’Amato. The shares of Common Stock are subject to vesting. As of the date of this Amendment No. 3 the shares of Common Stock have vested in the following amounts: Mr. Peck – 82,000, Mr. Sullivan – 57,000, and Mr. d’Amato – 56,000.

On November 18, 2021, John Stark Electric, Inc., a New Hampshire corporation (“JSI”) and wholly-owned subsidiary of the Issuer, Liberty Electric, Inc., a New Hampshire Corporation (“Liberty”) and John P. Comeau (“Comeau”) after obtaining required consents, released signature pages and closed an Asset Purchase Agreement (the “Liberty Asset Purchase Agreement”), pursuant to which JSI acquired all of the assets of Liberty. Pursuant to the Liberty Asset Purchase Agreement, Mr. Comeau was issued 29,749 shares of Common Stock. Mr. Comeau executed an Irrevocable Proxy in favor of Mr. Peck with respect to such shares of Common Stock.

The foregoing summary of the Liberty Asset Purchase Agreement is qualified in its entirety by reference to the Liberty Asset Purchase Agreement, a copy of which is filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 2021, incorporated herein by reference.

On January 24, 2022 the Board of Directors of the Issuer approved a grant of shares of Common Stock and Non-Qualified Stock Options to Messrs. Peck, Sullivan and d’Amato. The shares of Common Stock are subject to vesting. As of the date of this Amendment No. 3 the shares of Common Stock have vested in the following amounts: Mr. Peck – 33,334, Mr. Sullivan – 33,334, and Mr. d’Amato – 33,334.

On August 11, 2022, the Irrevocable Proxies granted by Messrs. Peterson, Moore, and Irish to Mr. Peck were terminated. As of the date of this Amendment No. 3, the shares of Common Stock which Mr. Peck has sole power to vote have been reduced by 1,242,790.

On September 22, 2022 Messrs. Peck and Sullivan exercised Non-Qualified Stock Options to purchase shares of Common Stock in the following amounts: Mr. Peck – 36,666, Mr. Sullivan – 16,666.

On September 22, 2022 Mr. d’Amato purchased 10,000 shares of Common Stock on the open market.

On January 3, 2023 the Board of Directors of the Issuer approved a grant of shares of Common Stock to Messrs. Peck and Sullivan pursuant to Restricted Stock Agreements. The shares of Common Stock are subject to vesting. As of the date of this Amendment No. 3 no shares of Common Stock have vested.

Jeffrey Peck, Veroma, Mooers Partners, Branton Partners, and Corundum previously held shares of capital stock in Peck Electric and received the shares of Common Stock as consideration from the Issuer pursuant to the terms of the above described Exchange Agreement in connection with the Business Combination.

Mr. Peress received the shares of Common Stock as consideration from the Issuer pursuant to the above described iSun Merger Agreement.

Mr. Comeau received the shares of Common Stock as consideration from the Issuer pursuant to the above described Liberty Asset Purchase Agreement.

Mr. Peck and Mr. d’Amato received the shares of Common Stock and Non-Qualified Stock Options from the Issuer pursuant to the Issuer’s 2020 Equity Incentive Plan.

Jeffrey Peck intends to participate in and influence the affairs of the Issuer through his positions as Chief Executive Officer of the Issuer and a member of its Board of Directors through his voting rights with respect to ownership of the Common Stock of the Issuer.

Subject to applicable legal requirements, the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on their evaluation of the Issuer’s business, prospects and financial condition, the market for the Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons’ ownership of the Issuer’s securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time. The Reporting Persons reserve the right to increase or decrease their holdings on such terms and at such times as they may decide.

Other than as described above, the Reporting Persons do not have any plan or proposal relating to or that would result in:

(a) — (b)

* Based on 16,089,768 shares of Common Stock outstanding as of February 22, 2023 – as reported by the Issuer’s transfer agent.

Pursuant to the Exchange Agreement described further under Item 4, the following Reporting Persons received the following number of shares of Common Stock in consideration for their equity securities of Peck Electric: (a) Jeffrey Peck received 1,406,974 shares of Common Stock; (b) Veroma received 213,318 shares of Common Stock; (c) Mooers Partners received 335, 976 shares of Common Stock; (d) Branton Partners received 335,976 shares of Common Stock; and (e) Corundum received 90,660 shares of Common Stock. The foregoing summary of the Exchange Agreement is qualified in its entirety by reference to the Exchange Agreement, a copy of which is filed as Exhibit 2.2 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2019, attached hereto as Exhibit 1 and incorporated herein by reference.

On June 20, 2019, Veroma, Mooers Partners, Branton Partners, and Corundum (the “Key Holders”) entered into a voting agreement with Jeffrey Peck and the Issuer (the “Voting Agreement”). Pursuant to the terms of the Voting Agreement, the Key Holders transferred to Jeffrey Peck all of the voting power they otherwise would have as a result of their ownership of shares of Common Stock of the Issuer. The foregoing summary of the Voting Agreement is qualified in its entirety by reference to the Voting Agreement, a copy of whichis incorporated by reference as Exhibit 2.

On January 19, 2021, the Issuer entered into an Agreement and Plan of Merger and Reorganization, as amended (the “iSun Merger Agreement’), incorporated by reference as Exhibit 3, with Peck Mercury, Inc., iSun Energy, LLC, and Sassoon M. Peress. Pursuant to the Merger Agreement, Mr. Peress was issued shares of Common Stock, Warrants and other consideration. Mr. Peress was issued 200,000 shares of Common Stock at Closing and 200,000 shares subsequently on February 7, 2023. Mr. Peress has executed an Irrevocable Proxy in favor of Mr. Peck with respect to such shares of Common Stock, attached hereto as Exhibit 4.

Pursuant to the iSun Merger Agreement, Mr. Peress was issued a Warrant to acquire 100,000 shares of Common Stock. Mr. Peress exercised such Warrant on February 8, 2021 and was issued 100,000 shares of Common. Mr. Peress has executed an Irrevocable Proxy in favor of Mr. Peck with respect to such shares of Common Stock.

On November 18, 2021, John Stark Electric, Inc., a New Hampshire corporation (“JSI”) and wholly-owned subsidiary of the Issuer, Liberty Electric, Inc., a New Hampshire Corporation (“Liberty”) and John P. Comeau (“Comeau”) after obtaining required consents released signature pages and closed an Asset Purchase Agreement (the “Liberty Asset Purchase Agreement”), pursuant to which JSI acquired all of the assets of Liberty. Pursuant to the Liberty Asset Purchase Agreement, Mr. Comeau was issued 29,749 shares of Common Stock. Mr. Comeau executed an Irrevocable Proxy in favor of Mr. Peck with respect to such shares of Common Stock.

The foregoing summary of the Liberty Asset Purchase Agreement is qualified in its entirety by reference to the Liberty Asset Purchase Agreement, a copy of which is filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 2021, incorporated herein by reference.

Other than as described in this Amendment No. 3 to Schedule 13D, to the best of the Reporting Person’s knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any person with respect to any securities of the Issuer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 22, 2023

EXHIBIT INDEX