UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): ~~August~~September 2822, 2023

SUNWORKS, INC.

(Exact Name of the Registrant as Specified in Charter)

Delaware

001-36868

01-0592299

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1555 Freedom Boulevard Provo, UT		84604
1555 Freedom Blvd Provo, UT		84604
(Address of Principal Executive Offices)		(Zip Code)

(385) 497-6955

Registrant’s telephone number, including area code

N/A

(Former Name or Former Address, if Changed Since Last Report)

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:

☐	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))

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 $0.001		SUNW		Nasdaq Capital Market

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

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 1 5.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders

~~Sales~~The ~~Agreement~~2023 ~~and~~Annual Meeting of Stockholders of Sunworks, Inc. (the “Company”) was held on September 22, 2023 (the “Annual Meeting”). As of August 18, 2023, the record date for the Annual Meeting (the “Record Date”), the Company had 44,296,711 shares of common stock outstanding. At ~~The~~the ~~Market~~Annual ~~Offering~~Meeting, 17,528,901 shares of common stock were present virtually or represented by proxy. Each share of common stock outstanding on the Record Date was entitled to one vote on each proposal presented at the Annual Meeting.

OnFollowing ~~August~~is ~~28,~~a ~~2023,~~brief ~~Sunworks~~description of, ~~Inc.~~and (the ~~“Company”)~~final ~~entered~~results ~~into~~of ~~an At Market Issuance Sales Agreement (~~the ~~“Sales~~voting ~~Agreement”) with B. Riley Securities~~on, ~~Inc. and Northland Securities, Inc. (~~each anof ~~“Agent” and collectively,~~ the ~~“Agents”), pursuant~~proposals tovoted ~~which~~upon at the ~~Company~~Annual ~~may~~Meeting. ~~offer~~The ~~and~~proposals are ~~sell~~described ~~from~~in ~~time~~more todetail ~~time~~in ~~up to an aggregate of $17,600,000 of shares of~~ the Company’s ~~common~~ ~~stock,~~Definitive ~~par~~Proxy ~~value~~Statement ~~$0.001~~on ~~per~~Schedule ~~share (the “Placement Shares”)~~14A, ~~through~~which ~~the~~was ~~Agents. On August 28, 2023, the Company~~ filed a ~~prospectus supplement~~ with the ~~SEC~~Securities ~~that~~and Exchange ~~covers~~Commission anon ~~additional~~August ~~sale of Placement Shares to be sold under the Sales Agreement in an aggregate amount of $17~~28,~~600,000~~ ~~(the “Prospectus Supplement”)~~2023.

~~The~~Proposal ~~Placement~~1 ~~Shares~~– ~~have~~Election ~~been registered under the Securities Act~~ of 1933, as amended (the “Securities Act”), pursuant to the Registration Statement on Form S-3 (File No. 333-252475) (the “Registration Statement”), which was originally filed with the Securities and Exchange Commission (“SEC”) on January 27, 2021 and declared effective by the SEC on February 3, 2021, the base prospectus contained within the Registration Statement, and the Prospectus Supplement.Directors

~~Sales~~The offirst ~~the~~proposal ~~Placement~~voted ~~Shares,~~upon ~~if any, pursuant to the Sales Agreement, may be made in sales deemed to be “~~at the ~~market~~Annual ~~offerings” as~~Meeting ~~defined~~was ~~in Rule 415 promulgated under~~ the ~~Securities~~election ~~Act.~~of four ~~The~~directors ~~Agents will act as sales agents and will use commercially reasonable efforts~~ to ~~sell~~serve onuntil the ~~Company’s~~2024 ~~behalf~~annual ~~all~~meeting of ~~the Placement Shares requested to be sold by the Company, consistent with its normal~~stockholders ~~trading~~or ~~and~~until ~~sales~~their ~~practices,~~respective onsuccessors ~~mutually~~have ~~agreed~~been ~~terms~~duly ~~between~~elected ~~the Agents~~ and ~~the Company~~qualified.

~~The~~At ~~Company has no obligation to sell any of~~ the ~~Placement~~Annual ~~Shares under the Sales Agreement~~Meeting, ~~and may at any time suspend offers under~~ the ~~Sales~~ ~~Agreement~~directors orwere ~~terminate~~elected ~~the~~by ~~Sales Agreement. The Company intends to use~~ the ~~net~~following proceeds from this offering for general corporate purposes, including, without limitation, sales and marketing activities, product development, making acquisitions of assets, businesses, companies or securities, capital expenditures, and for working capital needs.votes:

The Sales Agreement contains customary representations, warranties and agreements by the Company, as well as indemnification obligations of the Company for certain liabilities under the Securities Act.

Name of Director	For		Withheld		Broker Non-Votes
Gaylon Morris		3,450,640		727,702		13,350,559
Patrick McCullough		3,151,465		1,026,877		13,350,559
Rhone Resch		3,430,014		748,328		13,350,559
Stanley Speer		3,377,041		801,301		13,350,559

~~Under~~Proposal ~~the~~2 ~~terms~~–Ratification of ~~the~~Appointment ~~Sales Agreement, the Company will pay the Agents a commission equal to up to 3.0%~~ of ~~the~~Independent ~~gross~~Registered ~~proceeds~~Public ~~from~~Accounting sales of Placement Shares sold through them under the Sales Agreement as sales agents and up to 6.0% of the gross proceeds of Placement Shares sold to the Agents as principals. In addition, the Company has agreed to pay certain expenses incurred by the Agents in connection with the offering.Firm

~~This~~The ~~Current~~second ~~Report~~proposal onvoted ~~Form~~upon ~~8-K~~at ~~shall~~the ~~not~~Annual ~~constitute~~Meeting anwas ~~offer~~the toratification ~~sell~~of orthe aappointment ~~solicitation~~ of anKMJ ~~offer~~Corbin to& ~~buy~~Company ~~any~~LLP ~~securities,~~as ~~nor~~the ~~shall there~~Company’s beindependent ~~any~~registered ~~sale~~public ofaccounting ~~these~~firm ~~securities~~for inthe ~~any~~fiscal ~~state~~year orending ~~jurisdiction~~December ~~in which such an offer~~31, ~~solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction~~2023.

~~The~~At ~~foregoing description of~~ the ~~material~~Annual ~~terms~~Meeting, of the ~~Sales~~proposal ~~Agreement~~was isapproved ~~not intended to be complete and is qualified in its entirety~~ by ~~reference~~ to the ~~Sales~~following ~~Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.~~vote:

Stradling Yocca Carlson & Rauth, P.C., counsel to the Company, has issued an opinion to the Company, dated August 28, 2023, regarding the validity of the Placement Shares. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.

For		Against				Abstain				Broker Non-Votes
15,134,039			1,017,868				1,061,021				—

~~Item~~Proposal ~~1.02~~3– ~~Termination~~Approve ofan aAmendment ~~Material~~to ~~Definitive~~the ~~Agreement~~Company’s Certificate of Incorporation

InThe ~~connection~~third ~~with~~proposal ~~the~~voted ~~foregoing,~~upon at the ~~Company~~Annual ~~delivered written~~Meeting ~~notice~~was (the ~~“Termination~~approval ~~Notice”)~~of toan ~~Roth~~amendment ~~Capital~~to ~~Partners, LLC that it is terminating~~ the ~~Sales Agreement entered into between the~~ Company’s ~~and~~Certificate ~~Roth~~of ~~Capital Partners~~Incorporation, ~~LLC dated June 8, 2022 (the “Prior Sales Agreement”). In connection with~~ ~~the~~as ~~Prior Sales Agreement~~amended, ~~the~~to ~~Company~~increase ~~filed a prospectus supplement with~~ the ~~SEC~~number ~~that covered the sale~~ of ~~At The Market placement~~ shares to beof ~~sold under~~ the ~~Prior~~Company’s ~~Sales~~authorized ~~Agreement~~common instock anto ~~aggregate amount of $26~~100,~~800~~000,000 ~~(the~~from ~~“Prior Program”). Upon termination of the Prior Sales Agreement~~50, ~~the Company will not make any additional offers or sales of placement shares pursuant to the Prior Sales Agreement. Accordingly~~000, ~~the Prior Program has been terminated~~000.

~~Item~~At ~~9.01~~the ~~Financial~~Annual ~~Statements~~Meeting, ~~and~~the ~~Exhibits~~proposal was approved by the following vote:

(d) Exhibits.

For		Against				Abstain				Broker Non-Votes
12,336,001			4,664,269				212,658				—

Number		Description
1.1		At Market Issuance Sales Agreement
5.1		Opinion of Stradling Yocca Carlson & Rauth, P.C.
23.1		Consent of Stradling Yocca Carlson & Rauth, P.C. (included in Exhibit 5.1 above).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Proposal 4 –Approve an Amendment to the Company’s Equity Incentive Plan

The fourth proposal voted upon at the Annual Meeting was the approval of an amendment to the Company’s 2016 Equity Incentive Plan (the “2016 Plan”) to increase the number of shares of the Company’s common stock reserved under the 2016 Plan to 5,042,857 from 2,042,857.

At the Annual Meeting, the proposal was approved by the following vote:

For		Against				Abstain				Broker Non-Votes
2,497,639			1,315,886				48,844				13,350,559

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.

	SUNWORKS, INC.
Date: August 28, 2023	By:	/s/ Gaylon Morris
Date: September 26, 2023	By:	/s/ Jason Bonfigt
		Gaylon Morris
		Jason Bonfigt
		Chief Executive Officer
		Chief Financial Officer

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