SUNation Energy, Inc. and Suniva, Inc. have entered into a First Amendment to their previously signed Agreement and Plan of Merger, dated June 5, 2026. The amendment modifies the terms under which SUNation Merger Sub, Inc. will merge with and into Suniva, with Suniva continuing as a wholly owned subsidiary of SUNation.
The amendment introduces several changes to the original agreement. SUNation stockholders will now be required to vote on two new matters that serve as conditions to closing the merger: an amendment to increase the authorized shares of SUNation from 1 billion to 1.5 billion shares, and the approval of issuing SUNation securities in exchange for certain securities held by Suniva lenders. Additionally, the approval of other charter amendments has been removed as a closing condition.
Financial terms have also been adjusted. The closing net cash requirement for SUNation has been changed from negative $1.5 million to negative $2.5 million, subject to adjustments for potential capital raises. SUNation will also use its best efforts to repay or convert related party loans totaling up to $2,608,303 into equity at a fixed conversion price of $2.26 per share, subject to stockholder approval. If stockholders do not approve the conversion, Suniva agrees to repay the loans and accrued interest within 10 days of the closing.
Other modifications include permitting the exchange of Suniva warrants for SUNation securities, clarifying the required vote for stockholder matters, and amending a directors and officers insurance policy to allow for a $500,000 retention deposit to be held in escrow. Concurrently, the companies entered into a consent letter regarding Suniva's financings, subject to a limit on further issuances exceeding 5% of Suniva's fully-diluted shares.
