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): ~~September~~October 222, 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.)
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

1555 Freedom Blvd 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		The 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 ☐

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 5 3.0701 ~~Submission~~Notice of ~~Matters~~Delisting or Failure to Satisfy a ~~Vote~~Continued ofListing ~~Security~~Rule ~~Holders~~or Standard; Transfer of Listing.

~~The~~On ~~2023~~October ~~Annual~~2, ~~Meeting~~2023, ~~of Stockholders of~~ Sunworks, Inc. (the “Company”) ~~was~~received ~~held~~a onwritten ~~September~~notice ~~22, 2023~~ (the “~~Annual Meeting~~Notice”)~~. As~~ offrom ~~August~~The ~~18,~~Nasdaq ~~2023,~~Stock Market ~~the~~LLC ~~record date for the Annual Meeting~~ (~~the~~ “~~Record Date~~Nasdaq”), notifying the Company ~~had~~that ~~44,296,711~~it ~~shares~~has offailed ~~common stock~~to ~~outstanding.~~comply Atwith the ~~Annual~~minimum ~~Meeting,~~bid ~~17,528,901~~price ~~shares~~requirement of ~~common~~Nasdaq Listing ~~stock~~Rule ~~were~~5550(a)(2) ~~present~~for ~~virtually~~the orlast ~~represented~~30 byconsecutive ~~proxy~~business days. ~~Each~~Nasdaq ~~share of~~Listing ~~common~~Rule ~~stock~~5550(a)(2) ~~outstanding~~requires oncompanies ~~the~~listed ~~Record~~on ~~Date~~The ~~was~~Nasdaq Capital ~~entitled~~Market to ~~one~~maintain ~~vote~~a onminimum ~~each~~closing ~~proposal~~bid ~~presented~~price of at least $1.00 per share (the ~~Annual~~“Minimum ~~Meeting~~Bid Requirement”).

~~Following~~The isNotice ahas ~~brief~~no ~~description~~immediate ~~of,~~effect ~~and~~on the ~~final~~listing ~~results~~ of the ~~voting on, each of the proposals voted upon at the Annual Meeting. The proposals are described in more detail in the~~ Company’s ~~Definitive~~common ~~Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on August 28, 2023~~stock.

~~Proposal~~Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days (the “Compliance Period”) to regain compliance with the Minimum Bid Requirement. To regain compliance with the Minimum Bid Requirement, the closing bid price of the Company’s common stock must meet or exceed $1.00 –per ~~Election~~share for a minimum of ~~Directors~~ten consecutive business days during the Compliance Period.

~~The~~If ~~first~~the ~~proposal~~Company ~~voted~~does ~~upon~~not atregain compliance with the ~~Annual~~Minimum ~~Meeting~~Bid ~~was~~Requirement during the ~~election~~Compliance ~~of four~~Period, ~~directors~~it may be eligible for an additional 180 calendar day grace period (the “Second Compliance Period”). To qualify, the Company will be required to ~~serve~~meet ~~until~~the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the ~~2024~~exception ~~annual~~of ~~meeting~~the Minimum Bid Requirement, and will need to provide written notice of ~~stockholders~~its intention to cure the deficiency during orthe ~~until~~Second ~~their~~Compliance ~~respective~~Period, ~~successors~~by ~~have~~effecting ~~been~~a ~~duly~~reverse ~~elected~~stock ~~and~~split, ~~qualified~~if necessary.

AtThe ~~the~~Company ~~Annual~~is ~~Meeting,~~monitoring the ~~directors~~bid ~~were~~price ~~elected~~of byits ~~the~~common ~~following~~stock ~~votes:~~and will consider options available to it to achieve compliance.

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

SIGNATURES

~~Proposal~~Pursuant 2to ~~–Ratification~~the requirements of ~~Appointment~~the Securities Exchange Act of ~~Independent~~1934, ~~Registered~~as ~~Public~~amended, ~~Accounting~~the ~~Firm~~Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

The second proposal voted upon at the Annual Meeting was the ratification of the appointment of KMJ Corbin & Company LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

	SUNWORKS, INC.

Date: October 3, 2023	By:	/s/ Gaylon Morris
	Name:	Gaylon Morris
	Title:	Chief Executive Officer

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

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

Proposal 3– Approve an Amendment to the Company’s Certificate of Incorporation

The third proposal voted upon at the Annual Meeting was the approval of an amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of shares of the Company’s authorized common stock to 100,000,000 from 50,000,000.

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

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

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: September 26, 2023	By:	/s/ Jason Bonfigt
		Jason Bonfigt
		Chief Financial Officer

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