Item 1.01. Entry into a Material Definitive Agreement.
Registered Direct Offering
On June 8, 2023, Sunworks, Inc., a Delaware corporation (the "Company"), entered
into a securities purchase agreement (the "Purchase Agreement"), which provides
for the sale and issuance by the Company of an aggregate of 4,050,000 shares of
the Company's common stock, $0.001 par value per share (the "Common Stock"), at
a purchase price of $1.14 per share (the "Shares"), for aggregate gross proceeds
of $4,617,000 before deducting placement agent commissions and other estimated
offering expenses (the "Registered Direct Offering"). The Purchase Agreement
contains customary representations, warranties and agreements by the Company,
customary conditions to closing, and customary indemnification obligations of
the Company.
On the same date, the Company entered into a placement agency agreement (the
"Placement Agency Agreement") with Roth Capital Partners, LLC (the "Placement
Agent"). Pursuant to the terms of the Placement Agency Agreement, the Placement
Agent agreed to use its reasonable best efforts to arrange for the sale of the
Shares in the Registered Direct Offering. The Company will pay the Placement
Agent a cash fee equal to 6.0% of the aggregate gross proceeds from the sale of
the Shares, subject to certain exceptions described in the Placement Agency
Agreement, and will reimburse the Placement Agent for certain expenses. The
Placement Agency Agreement contains customary representations, warranties and
agreements by the Company, customary representations and warranties of the
Placement Agent, customary conditions to closing, and customary indemnification
obligations of the Company.
The Registered Direct Offering is being made pursuant to a Registration
Statement on Form S-3 (File No. 333-265336), which was filed by the Company with
the Securities and Exchange Commission on June 1, 2022 and declared effective on
August 5, 2022.
The Placement Agency Agreement and Purchase Agreement are filed as Exhibits 1.1
and 10.1, respectively, to this Current Report on Form 8-K and are incorporated
herein by reference. The descriptions of the terms of the Placement Agency
Agreement and Purchase Agreement set forth above are qualified in their entirety
by reference to such exhibits.
Item 8.01. Other Events.
On June 8, 2023, the Company issued a press release announcing the pricing of
the Registered Direct Offering. A copy of the press release is attached hereto
as Exhibit 99.1, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Number Description
1.1 Placement Agency Agreement, dated June 8, 2023
5.1 Opinion of Stradling Yocca Carlson & Rauth, P.C.
10.1 Securities Purchase Agreement, dated June 8, 2023
23.1 Consent of Stradling Yocca Carlson & Rauth, P.C. (included in Exhibit
5.1)
99.1 Press Release, dated June 8, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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SUNWORKS, INC. 
