ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 9, 2021, iSun, Inc. (the "Company") entered into that certain Amendment
No. 1 to Warrant Agreement (the "Warrant Amendment") with Continental Stock
Transfer & Trust Company ("Continental"), regarding 4,194,500 warrants to
purchase Common Stock of the Company, par value $0.0001 (the "Common Stock"), at
an exercise price of $5.75 per half share ($11.50 per full share) pursuant to
the terms of that certain Warrant Agreement between the Company and Continental
dated March 2, 2016 (the "Warrant Agreement"). The purpose of the Warrant
Amendment was to correct a typographical error in Section 6.1 of the Warrant
Agreement.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
The Warrant Amendment corrects a typographical error in Section 6.1 of the
Warrant Agreement. The original Warrant Agreement provided that the Company
could, at its option, redeem, at a redemption price of $0.01 per warrant, all of
the outstanding warrants at any time that the last sale price of the Company's
Common Stock has been at least $24.00 per share on each of twenty (20) trading
days within any thirty (30) trading day period. This $24.00 price was incorrect
and the result of a typographical error. The Warrant Amendment corrects this
price to the intended price of $15.00 per share and is consistent with the
Underwriting Agreement entered into in connection with the Company's initial
public offering (the "IPO") and the Prospectus provided to purchasers of Units
(which included the Warrants). .
The description of the Warrant Amendment does not purport to be complete and is
qualified in its entirety by reference to the Warrant Amendment, a copy of which
is filed as Exhibit 4.1 to this Report and incorporated herein by reference.
ITEM 7.01 REGULATION FD DISCLOSURE
On March 9, 2021, the Company issued a press release announcing the redemption
of all of its outstanding public warrants to purchase shares of the Company's
Common Stock that were issued under the Warrant Agreement. A copy of the press
release is filed as Exhibit 99.1 to this Report and incorporated herein by
reference.
A copy of the Notice of Redemption delivered by the Company is filed as Exhibit
99.2 to this Report and is incorporated herein by reference. None of this
Current Report on Form 8-K, the press release attached hereto as Exhibit 99.1
nor the Notice of Redemption attached hereto as Exhibit 99.2 constitutes an
offer to sell or the solicitation of an offer to buy any Company securities, and
shall not constitute an offer, solicitation or sale in any jurisdiction in which
such offering, solicitation or sale would be unlawful.
The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto
shall not be deemed "filed" for purposes of the Exchange Act, or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act or the Exchange Act, except
as expressly set forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
4.1 Amendment No. 1 to Warrant Agreement, dated March 9, 2021
99.1 Press Release, dated March 9, 2021
99.2 Notice of Redemption, dated March 9, 2021
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