v3.26.1
Subsequent Events
6 Months Ended
Jun. 28, 2026
Subsequent Events [Abstract]  
Subsequent Events

(18) Subsequent Events

 

Tom Kowalczuk Appointment

 

On June 30, 2026, SunPower appointed Tom Kowalczuk as the Company’s Chief Financial Officer and Principal Financial Officer.

 

Exchange Agreements Issuance

 

On June 29, 2026 and June 30, 2026, the Company entered into Exchange Agreements with certain holders of its 12.0%, 10.0%, and 7.0% Convertible Senior Notes due 2029. Under these agreements, the Company exchanged approximately $10.7 million of cash interest obligations otherwise payable under such notes for the issuance of 19,300,991 shares of common stock. The transactions closed and the shares were issued on July 1, 2026.

 

Jeanne Nguyen Departure

 

On July 8, 2026, Jeanne Nguyen, the former Chief Accounting Officer, departed the Company.

 

Effectiveness of Resale Registration Statements

 

On July 10, 2026, the SEC declared effective the Company’s registration statement on Form S-1 (File No. 333-293156). The registration statement relates to the offer and resale, from time to time, by the selling securityholders named therein of up to 65,385,828 shares of the Company’s common stock. The shares registered for resale consist of 10,243,924 shares previously issued pursuant to a Membership Interest Purchase Agreement (MIPA) in connection with the 2025 acquisition of Ambia, 3,333,334 shares of common stock previously issued by pursuant to a MIPA in connection with the acquisition of Sunder Energy LLC, up to 50,760,218 shares of common stock issuable upon conversion of our 7.0% Notes and 1,048,352 shares of common stock held by certain of our former affiliates.

 

On July 10, 2026, the SEC declared effective the Company’s registration statement on Form S-1 (File No. 333-297138). The registration statement relates to the offer and resale, from time to time, by the selling securityholders named therein of up to 13,277,150 shares of the Company’s common stock. The shares registered for resale consist of 6,666,666 shares previously issued pursuant to a Membership Interest Purchase Agreement (MIPA) in connection in connection with the acquisition of Sunder Energy LLC, up to 1,805,705 shares of common stock previously issued pursuant to the acquisition of Cobalt and the selling shareholders party thereto, and up to 380,000 shares of common stock that are issued or issuable upon the exercise of the warrant to purchase common stock originally issued in a private placement to Anya AI LLC and up to 4,424,779 shares of common stock issuable upon conversion of our 10.0% Notes.

FPA Settlement Agreements

 

On July 17, 2026, SunPower entered into OTC Equity Prepaid Forward Transaction Settlement Agreements (the “FPA Settlement Agreements”) with funds and accounts managed by Polar Asset Management Partners, Inc., Meteora Partners Inc., and Sandia Investment Management LP (the “FPA Sellers”). The FPA Settlement Agreements memorialize the agreements between the Company and each FPA Seller with respect to (i) the settlement amount adjustment payable by the Company under each of the confirmations regarding OTC Equity Prepaid Forward Transactions, each dated July 13, 2023 (the “Forward Purchase Agreements”), (ii) the Company’s election of pay the settlement amount adjustments by issuing an aggregate of 17,900,462 shares of common stock pursuant to the FPA Settlement Agreements (the “Initial FPA Shares”), (iii) certain mechanics for determining whether any further shares of common stock are issuable as a result of the trading price of the common stock during the valuation period under the FPA Settlement Agreements and the Forward Purchase Agreements (the “Additional FPA Shares”, and (iv) in the case of one FPA Seller, the obligation to make monthly cash amortization payments of $50,000 beginning on October 31, 2026 if such FPA Seller has not realized its full settlement amount adjustment through the sale of shares of common stock on or before such date. The FPA Settlement Agreements also include registration rights with respect to the shares of common stock issued or issuable pursuant to the FPA Settlement Agreements and related Forward Purchase Agreements.

 

Nasdaq Delisting Notice

 

On July 21, 2026, the Company received written notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days.

 

The Notice does not impact the listing of the Company’s common stock on The Nasdaq Global Market at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 days to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of ten consecutive business days before January 19, 2027. In the event that the Company does not regain compliance within this 180-day period, subject to compliance with certain further requirements, the Company may be eligible to seek an additional compliance period of 180 calendar days if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the minimum bid price requirement, and provides written notice to Nasdaq of its intent to cure the deficiency during this second compliance period by effecting a reverse stock split if necessary. However, if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice to the Company that its common stock will be subject to delisting.

 

The Company intends to actively monitor the closing bid price of its common stock and will evaluate available options to regain compliance with the minimum bid price requirement.

 

Ambia Holdings, Inc. Litigation

 

On July 24, 2026, Ambia Holdings, Inc. filed a complaint in the Business and Chancery Court for the State of Utah against the Company, its Chief Executive Officer, the members of its Board of Directors, and certain current and former officers. The claims arise out of the Membership Interest Purchase Agreement under which the Company acquired Ambia Energy LLC. The plaintiff asserts causes of action including breach of contract, unjust enrichment, negligent misrepresentation, and violations of the Utah Uniform Securities Act, alleging the Company failed to transfer required Post-Closing Consideration Shares and failed to disclose certain material financial information during negotiations. The plaintiff seeks judgment of not less than $2.4 million. The Company was served on July 29, 2026, and is in the process of engaging counsel and upon counsel’s evaluation and input, considering the possibility of alleging counter claims. 

 

Fifth SAFE

 

On August 4, 2026, SunPower Inc. entered into a SAFE (“Fifth SAFE”) with an institutional investor in connection with its investment of $3.5 million (the “Purchase Amount”) in the Company. The Fifth SAFE is convertible into equity securities of the Company in an amount equal to the Purchase Amount divided by the applicable price per share, unit or other increment of the securities issued by the Company in its next equity financing transaction, and without any discount.