Item 3.02Unregistered Sales of Equity Securities.

On January 13, 2023, Solar Integrated Roofing Corp. (the "Company") and Brian Milholland and Milholland Family Trust LP (collectively, "Milholland") entered into a Second Amendment to Settlement Agreement and Mutual Release (the "Second Amendment"), which amends the parties' Settlement Agreement and Mutual Release, dated September 15, 2022, as previously amended (the "Settlement Agreement").

Pursuant to the Second Amendment, and in partial payment of amounts due Milholland under the Settlement Agreement, the Company agreed to issue to Brian Milholland a total of 40,000,000 shares of the Company's common stock (the "Shares"), of which 15,000,000 Shares were issued immediately and 25,000,000 Shares will be issued on April 14, 2023.

The Shares were offered and sold to Brian Milholland, an accredited investor, in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), as a transaction not involving a public offering, pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Brian Milholland represented his intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof in violation of the Securities Act, and the Shares will bear appropriate legends. The offer and sale of the Shares were made without any general solicitation or advertising.




Item 8.01Other Events.

As described in Item 3.02 of this Current Report on Form 8-K, which disclosure is incorporated into this Item 8.01 by reference, the Company entered into the Second Amendment to amend the Settlement Agreement, pursuant to which the Company was obligated to pay to Milholland an aggregate of $7,025,000 (the "Settlement Amount"), of which $25,000 previously had been paid. Pursuant to the Second Amendment, in full satisfaction of the remaining Settlement Amount, the Company agreed to (i) issue the Shares to Brian Milholland, (ii) pay to Milholland the total sum of $1,600,000 in cash (the "Cash Payment") in four equal installments of $400,000 each on the dates that are no later than 30 days, 120 days, 210 days and 300 days following the date that the Company raises aggregate gross proceeds of at least $10,000,000 in one or more capital raising transactions, and (iii) reimburse Milholland up to $250,000 in the aggregate for certain expenses.

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