UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSION~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~December~~January 3013, ~~2022~~2023

____________________________

Solar Integrated Roofing Corp.

(Exact Name of Registrant as Specified in Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

000-56256

(Commission File Number)

90-1502972
(IRS Employer Identification No.)

2831 St. Rose Parkway, Suite 200

Henderson, Nevada 89052

(Address of Principal Executive Offices) (Zip Code)

(702) 589-4651

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each Class	Trading Symbol(s)	Name of each Exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

2 Item 3.02Unregistered Sales of Equity Securities.

~~Item~~On 3January 13, 2023, Solar Integrated Roofing Corp.02 (the “Company”) and Brian Milholland and Milholland Family Trust LP (collectively, “Milholland”) entered into a Second Amendment to Settlement Agreement and Mutual Release (the “Second Amendment”), which amends the parties’ Settlement Agreement and Mutual Release, dated September 15, 2022, as previously amended (the “Settlement Agreement”).~~Unregistered~~ Pursuant ~~Sales~~to the Second Amendment, and in partial payment of ~~Equity~~amounts ~~Securities~~due Milholland under the Settlement Agreement, the Company agreed to issue to Brian Milholland a total of 40,000,000 shares of the Company’s common stock (the “Shares”), of which 15,000,000 Shares were issued immediately and 25,000,000 Shares will be issued on April 14, 2023.

OnThe ~~December~~Shares ~~30,~~were ~~2022,~~offered ~~the~~and ~~Company~~sold ~~entered~~to ~~into~~Brian ~~a letter agreement (the “Redemption Agreement”) with T3 Investing LLC (“T3”)~~Milholland, an ~~entity~~accredited ~~owned~~investor, ~~and~~in ~~controlled~~a bytransaction ~~Trent~~exempt ~~Crane,~~from ~~who~~registration ~~serves~~under as the ~~Company’s~~Securities ~~Regional~~Act ~~Vice President~~ of ~~Sales~~1933, ~~pursuant~~as toamended ~~which the Corporation has purchased and redeemed from T3 one~~ (~~1) share of Series C Preferred Stock of~~ the ~~Corporation (the~~ “~~Series~~Securities ~~C Share~~Act”), inas ~~exchange~~a ~~for~~transaction ~~(i)~~not ~~the~~involving ~~issuance~~a topublic ~~T3 of 8~~offering,~~000,000~~ ~~shares~~pursuant ~~(the~~to ~~“T3~~Section ~~Shares”~~4(a)(2) of the ~~Company’s~~Securities ~~common~~Act ~~stock~~ and ~~(ii)~~Rule ~~the~~506 ~~issuance to Trent Crane~~ of aRegulation ~~nonqualified~~D ~~stock~~promulgated ~~option~~thereunder. Brian ~~(the~~Milholland ~~“Crane~~represented ~~Option”)~~his tointention ~~purchase up~~ to ~~2,000,000~~acquire ~~shares of~~ the ~~Company’s~~securities ~~common~~for ~~stock,~~investment ~~which~~only ~~Crane~~and ~~Option~~not ~~has~~with a ~~term~~view ofto 10or ~~years,~~for ansale ~~exercise~~in ~~price~~connection ofwith ~~$0.093~~any ~~per~~distribution ~~share,~~thereof ~~and vests and becomes exercisable~~ in ~~four~~violation ~~equal amounts~~ of ~~500,000~~the ~~shares~~Securities ~~on each of January 1~~Act, ~~2023, January 1, 2024, January 1, 2025~~ and ~~January~~the 1,Shares ~~2026~~will sobear ~~long~~appropriate ~~as Mr~~legends. ~~Crane~~The ~~provides~~offer ~~continuous~~and ~~service~~sale ~~to the Company through the applicable vesting date. After redemption~~ of the ~~Series~~Shares Cwere ~~Share,~~made ~~the~~without ~~Company~~any ~~has~~general nosolicitation ~~shares~~or ~~of Series C Preferred Stock outstanding~~advertising.

~~Pursuant~~Item to8.01Other the Redemption Agreement, T3 also converted 1,000,000 shares of Series B Preferred Stock of the Company into 10,000,000 shares of the Company’s common stock (the “Conversion Common Shares”), which conversion was effected in accordance with the conversion terms of the Series B Preferred StockEvents.

~~The~~As T3described ~~Shares~~in ~~and~~Item ~~the~~3.02 ~~Crane~~of ~~Option~~this ~~were~~Current ~~offered~~Report ~~and~~on ~~sold~~Form to8-K, T3which ~~and~~disclosure ~~Mr.~~is ~~Crane,~~incorporated ~~respectively,~~into ~~each~~this anItem ~~accredited~~8.01 ~~investor~~by reference, inthe aCompany ~~transaction~~entered ~~exempt~~into ~~from~~the ~~registration~~Second ~~under~~Amendment to amend the ~~Securities~~Settlement ~~Act~~Agreement, aspursuant ato ~~transaction~~which ~~not~~the ~~involving~~Company awas ~~public~~obligated ~~offering,~~to ~~pursuant~~pay to ~~Section~~Milholland ~~4(a)(2)~~an aggregate of $7,025,000 (the ~~Securities~~“Settlement ~~Act~~Amount”), ~~and~~of ~~Rule~~which ~~506~~$25,000 ofpreviously ~~Regulation~~had Dbeen ~~promulgated thereunder~~paid. ~~The~~ Pursuant ~~Conversion~~to ~~Common~~the ~~Shares~~Second ~~were~~Amendment, ~~issued to T3~~ in afull ~~transaction~~satisfaction ~~exempt~~of ~~from~~the ~~registration~~remaining ~~under~~Settlement Amount, the ~~Securities~~Company ~~Act~~agreed ~~pursuant~~ to ~~Section 3~~(ai)~~(9)~~ ofissue the ~~Securities~~Shares ~~Act. Each~~to ofBrian T3Milholland, ~~and~~(ii) ~~Mr.~~pay ~~Crane represented their intentions~~ to ~~acquire~~Milholland the ~~securities~~total ~~for~~sum ~~investment~~of ~~only~~$1,600,000 ~~and~~in ~~not~~cash ~~with~~(the a“Cash ~~view~~Payment”) toin orfour ~~for~~equal ~~sale~~installments inof ~~connection~~$400,000 ~~with~~each ~~any~~on ~~distribution~~the ~~thereof~~dates inthat ~~violation~~are ofno ~~the~~later ~~Securities~~than ~~Act~~30 days, ~~and~~120 ~~the~~days, T3210 ~~Shares~~days and ~~the~~300 ~~shares~~days offollowing ~~common~~the ~~stock~~date ~~acquired~~that ~~upon exercise of~~ the ~~Crane~~Company ~~Option~~raises ~~will~~aggregate ~~bear~~gross ~~appropriate~~proceeds ~~legends~~of ifat ~~applicable.~~least ~~The~~$10,000,000 ~~offer~~in ~~and~~one ~~sale~~or ofmore ~~the~~capital ~~securities~~raising totransactions, T3 and ~~Mr.~~(iii) ~~Crane~~reimburse ~~were~~Milholland ~~made~~up ~~without~~to ~~any~~$250,000 ~~general~~in ~~solicitation~~the oraggregate ~~advertising~~for certain expenses.

3 SIGNATURE

~~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.

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.

	SOLAR INTEGRATED ROOFING CORP.

Date: January 17, 2023	By:	/s/ Martin S. McDermut
		Martin S. McDermut,
		Chief Financial Officer

	SOLAR INTEGRATED ROOFING CORP.
Date: January 5, 2023	By:	/s/ Martin S. McDermut
		Martin S. McDermut,
		Chief Financial Officer

Filing Compare · SOLAR INTEGRATED ROOFING CORP.