United 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): ~~July~~August 1811, 2025

SUNation Energy, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware

(State Or Other Jurisdiction Of Incorporation)

001-31588		41-0957999
(Commission File Number)		(I.R.S. Employer Identification No.)

171 Remington Boulevard

Ronkonkoma, NY

11779

(Address of Principal Executive Offices)

(Zip Code)

(631) 750-9454

Registrant’s Telephone Number, Including Area Code

Securities registered pursuant to Section 12(b) of the Act

Title of Each Class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value, $.05 per share		SUNE		The Nasdaq Stock Market, LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

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. ☐

Item 41.01. ~~Changes~~Entry inInto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

~~(a) Dismissal~~ATM ~~of Independent Registered Public Accounting Firm.~~Offering

On August ~~July~~ 18, 2025, SUNation Energy, Inc. (“SUNation” or the ~~Audit~~ ~~Committee~~“Company”) ofentered into a Sales Agreement (the ~~Board~~“Sales Agreement”) ofwith ~~Directors~~Needham & Company, LLC (“Needham” or the “~~Audit~~Sales ~~Committee~~Agent”). Pursuant to the Sales Agreement, the Sales Agent will act as the Company’s agent with respect to an offering and sale, at any time and from time to time, of ~~SUNation~~the Company’s ~~Energy~~common stock, ~~Inc~~par value per share $.05 (the “~~Company~~Shares”). ~~dismissed~~The Company has authorized the sale, at its discretion, ~~UHY~~of ~~LLP~~Shares (in an aggregate offering amount up to $30,000,000 under the Sales Agreement. Sales of the Shares, if any, will solely be made in “~~UHY~~at the market offerings”) as defined in Rule 415 under the ~~Company’s~~Securities ~~independent~~Act ~~registered~~of ~~public~~1933, ~~accounting~~as ~~firm~~amended (the “Securities Act”). The Sales Agent will use commercially reasonable efforts consistent with normal trading and sales practices.

~~During~~The offer and sale of the Shares will be made pursuant to the Company’s ~~two~~ ~~most~~shelf ~~recent~~registration ~~fiscal~~statement ~~years~~on ~~ended~~Form ~~December 31~~S-3, ~~2023~~which ~~and~~was ~~December~~filed ~~31,~~with the ~~2024~~Securities and ~~during~~Exchange ~~the~~Commission ~~subsequent~~(“SEC”) ~~interim~~and ~~period~~declared ~~from~~effective ~~January~~on 1April 29, 2025 ~~through~~ ~~July~~(File 15No. 333-286663, ~~2025~~the “Registration Statement”), and a related prospectus, as supplemented by a prospectus supplement pursuant to Rule 424(ib) ~~there~~under ~~were~~the noSecurities ~~disagreements~~Act. We ~~with~~will ~~UHY~~not onmake any ~~matter~~offers ofor ~~accounting~~sales ~~principles~~of Shares or ~~practices,~~any ~~financial~~other ~~statement~~securities registered thereunder unless and until the Registration Statement ~~disclosure~~is ordeclared ~~auditing~~and ~~scope~~maintained oras ~~procedures~~effective ~~that,~~by ifthe SEC. We are not ~~resolved~~obligated to ~~UHY’s~~make ~~satisfaction,~~any ~~would~~sales ~~have~~of ~~caused~~Shares ~~UHY~~under tothe ~~make~~Sales ~~reference~~Agreement and no toassurance ~~the~~can ~~subject~~be ~~matter~~given ofthat we will sell any Shares under the ~~disagreement~~Sales inAgreement, ~~connection~~or, ~~with~~if ~~its~~we ~~reports~~do, ~~and~~as ~~(ii)~~to ~~there~~the ~~were~~price noor ~~“reportable~~amount ~~events”~~of asShares ~~defined~~that inwe ~~Item~~will ~~304(a)(1)(v)~~sell, ofor ~~Regulation~~the ~~S-K~~dates on which any such sales will take place.

The Company ~~audit~~or ~~reports~~the ~~of UHY~~Sales onAgent, ~~the~~under ~~consolidated~~certain ~~financial~~circumstances ~~statements~~and ofupon notice to the ~~Company~~other, ~~for~~may ~~each~~suspend the offering of the ~~two~~Shares ~~most~~under ~~recent~~the Sales ~~fiscal~~Agreement. ~~years~~The ~~ended~~offering ~~December~~of ~~31,~~the ~~2023~~Shares ~~and~~pursuant ~~December 31,~~to ~~2024~~the ~~did~~Sales ~~not~~Agreement ~~contain~~will anterminate ~~adverse~~upon ~~opinion~~the orsale aof ~~disclaimer~~Shares ofin ~~opinion~~an ~~and~~aggregate ~~were~~offering amount ~~not~~equal ~~qualified~~to $30,000,000, or ~~modified~~sooner asif toeither ~~uncertainty,~~the ~~audit~~Company ~~scope~~ or ~~accounting~~the ~~principles~~Sales Agent terminates the Sales Agreement.

~~In accordance with Item~~The ~~304(a)(3)~~Company ofwill ~~Regulation~~pay ~~S-K,~~ the ~~Company~~Sales ~~provided~~Agent ~~UHY with~~ a ~~copy~~cash ofcommission ~~this~~in ~~Current~~an ~~Report~~amount onup ~~Form~~to ~~8-K~~3.0% ~~prior~~of tothe ~~its~~gross ~~filing~~proceeds ~~with~~from ~~the~~each ~~Securities and~~sale ~~Exchange~~of ~~Commission~~Shares ~~(“SEC”)~~sold ~~and~~pursuant to ~~requested~~the ~~that~~Sales ~~UHY~~Agreement, ~~furnish~~and itwill ~~with~~reimburse athe ~~letter~~Sales ~~addressed~~Agent tofor the ~~SEC~~documented ~~stating~~fees ~~whether~~and itcosts ~~agrees with~~of ~~the~~its ~~above~~legal ~~statements~~counsel reasonably incurred in ~~this~~connection ~~Item~~with ~~4.01(a).~~entering Ainto ~~copy~~the oftransactions ~~UHY’s~~contemplated ~~letter,~~by ~~dated~~the ~~July~~Sales ~~24,~~Agreement ~~2025,~~in isan ~~filed~~amount asnot ~~Exhibit 16.1~~ to ~~this~~exceed ~~Current Report~~$100,000 onin ~~Form~~the ~~8-K~~aggregate.

~~(b)~~The ~~Appointment~~Company made certain customary representations, warranties and covenants in the Sales Agreement concerning the Company and its subsidiaries and the Registration Statement, prospectus, Prospectus Supplement and other documents and filings relating to the offering of ~~New~~the ~~Independent~~Shares. In ~~Registered~~addition, ~~Public~~the ~~Accounting~~Company ~~Firm~~has agreed to indemnify the Sales Agent against certain liabilities, including liabilities under the Securities Act.

OnThe foregoing ~~July~~description 18of the Sales Agreement is not complete and is, ~~2025~~therefore, ~~the Audit~~qualified ~~Committee~~in ~~approved~~its entirety by reference to the ~~engagement~~Sales Agreement, a copy of ~~CBIZ~~which ~~CPAs~~is Pfiled as Exhibit 10.C.1 ~~(“CBIZ”)~~to asthis ~~its~~Current ~~new~~Report ~~independent~~on ~~registered~~Form ~~public~~8-K ~~accounting~~and ~~firm~~is incorporated herein by reference. The Shares to be ~~CBIZ’s~~sold ~~appointment~~under the Sales Agreement, if any, will be ~~for~~issued and sold pursuant to the Company’s ~~fiscal~~Registration ~~year ending December 31~~Statement, ~~2025,~~ and ~~related~~a ~~interim~~Prospectus Supplement ~~periods~~related thereto.

~~During the Company’s~~The ~~two~~legal ~~most~~opinion ~~recent~~of ~~fiscal~~Rimon ~~years ended December 31~~P.C., ~~2024~~Company ~~and December 31~~counsel, ~~2023,~~relating ~~and for the subsequent interim period through July 15, 2025, neither the Company nor anyone on its behalf consulted CBIZ regarding (i) the application of accounting principles~~ to ~~a specified transaction, either completed or proposed, or~~ the ~~type~~legality of ~~audit opinion that might be rendered on~~ the ~~consolidated~~issuance ~~financial~~and ~~statements~~sale of the ~~Company~~Shares, in ~~connection~~is ~~with~~attached ~~which~~as ~~neither a written report nor oral advice was provided to the Company that CBIZ concluded was an important factor~~Exhibit ~~considered~~5.1 ~~by the Company in reaching a decision as~~ to ~~the~~this ~~accounting,~~Current ~~auditing~~Report oron ~~financial~~Form ~~reporting issue; or (ii) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S~~8-K orand ais ~~reportable~~incorporated ~~event~~herein asby ~~described in Item 304(a)(1)(v) of Regulation S-K~~reference.

~~Item 9.01 Financial Statements and Exhibits.~~1

Exhibit No.		Description
16.1		Letter of UHYLLP, dated July 24, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 1.02. Termination of Material Definitive Agreement.

1On August 11, 2025, the Company delivered written notice to Roth Capital Partners, LLC (“Roth”) that the Company was terminating the At Market Offering Agreement, dated October 21, 2024, by and between the Company and Roth (the "Previous ATM Agreement"), in accordance with its terms. The “at-the-market” offering of Shares with Roth was offered and pursuant to Form S-3 (File No. 333-267066), and the prospectus supplement related thereto, having an aggregate sale price of up to $10,000,000. The Company terminated the Previous ATM Agreement prior to entry into the Sales Agreement.

~~SIGNATUREs~~This Current Report on Form 8-K, including the exhibits filed herewith, shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

~~Pursuant~~Item to2.02. ~~the~~Results ~~requirements~~ of ~~the~~Operations ~~Securities~~and ~~Exchange~~Financial ~~Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~Condition.

	SUNATION ENERGY, INC.
	By:	/s/ James Brennan
		James Brennan
		Chief Financial Officer
Date: July 24, 2025

On May 15, 2025, SUNation Energy, Inc. (the “Company”) issued a press release (the “Press Release”) announcing financial results for the Company for the quarter ended June 30, 2025. A copy of the Press Release is furnished as Exhibit 99.1 to this current report.

2Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 13, 2025, Mr. Henry Howard, a member of the Company’s Board of Directors, provided the Company with notice that he was resigning from the Board of Directors, effective immediately. The Company thanks Mr. Howard for his service on the Company’s Board of Directors, and wishes him well in all future endeavors.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
5.1		Opinion of Rimon, P.C.
10.1		ATM Sales Agreement, dated August 18, 2025, between SUNation Energy, Inc. and Needham & Company, LLC
99.1		Press Release dated August 18, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	SUNATION ENERGY, INC.

	By:	/s/ James Brennan
		James Brennan
		Chief Financial Officer

Date: August 18, 2025

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