Summer Energy : 2020 Annual Report Summer Energy Holdings Inc

SUMMER ENERGY HOLDINGS, INC.

State of Incorporation: Nevada

5847 San Felipe St. Suite 3700

Houston, TX 77057

713-375-2760

www.summerenergy.com

SIC Code: 4911

ANNUAL REPORT

For Fiscal Year Ended December 31, 2020

(the "Reporting Period")

The number of shares outstanding of our Common Stock is 31,866,934 and 31,532,486 as of December 31, 2020 and December 31, 2019, respectively.

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☐ No: ☒ (Double-click and select "Default Value" to check)

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: ☐ No: ☒

Indicate by check mark whether a Change in Control of the company has occurred over this reporting period:

Yes: ☐ No: ☒

4864-1150-4134

	TABLE OF CONTENTS
PART A - GENERAL COMPANY INFORMATION
Item 1.	The exact name of the issuer and its predecessor (if any). ..........................................................	2
Item 2. The address of the issuer's principal executive offices and address(es) of the issuer's
	principal place of business..........................................................................................................	2
Item 3.	The jurisdiction(s) and date of the issuer's incorporation or organization. .................................	2
PART B - SHARE STRUCTURE
Item 4.	The exact title and class of securities outstanding.......................................................................	2
Item 5. Par or stated value and description of the security. .....................................................................	3
Item 6. The number of shares or total amount of the securities outstanding for each class of
	securities authorized. ..................................................................................................................	4
Item 7. The Name and Address of the Transfer Agent ............................................................................	4
PART C - BUSINESS INFORMATION
Item 8.	The nature of the issuer's business. .............................................................................................	5
Item 9.	The nature of products or services offered. .................................................................................	6
Item 10.	The nature and extent of the issuer's facilities. .......................................................................	21
PART D - MANAGEMENT STRUCTURE AND FINANCIAL INFORMATION
Item 11.	Company Insiders (Officers, Directors, and Control Persons). ...............................................	21
Item 12.	Financial information for the issuer's most recent fiscal period. ............................................	27
Item 13. Similar financial information for such part of the two preceding fiscal years as the
	issuer or ....................................................................................................................................	27
Item 14. The name, address, telephone number, and email address of each of the following
	outside providers that advise the issuer on matters relating to operations, business
	development and disclosure:.....................................................................................................	27
Item 15. Management's Discussion and Analysis or Plan of Operation................................................	28
PART E - ISSUANCE HISTORY
Item 16.	List of securities offerings and shares issued for services in the past two years. ....................	36
PART F - EXHIBITS
Item 17.	Material Contracts. ..................................................................................................................	38
Item 18.	Articles of Incorporation and Bylaws......................................................................................	39
Item 19.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers..................................	39
Item 20.	Issuer's Certifications..............................................................................................................	40

1

4864-1150-4134

PART A - GENERAL COMPANY INFORMATION

Item 1. The exact name of the issuer and its predecessor (if any).

Exact name of issuer:

Summer Energy Holdings, Inc.

Predecessor entities in the past five years and the dates of name changes: N/A

Item 2. The address of the issuer's principal executive offices and address(es) of the issuer's principal place of business.

Principal Executive Offices:	Summer Energy Holdings, Inc.
	5847 San Felipe St., Suite 3700
	Houston, Texas 77057
	Telephone: [phone]
	Website: www.summerenergy.com

Check box if principal executive office and principal place of business are the same address: ☒

Item 3. The jurisdiction(s) and date of the issuer's incorporation or organization.

Summer Energy Holdings, Inc. ("Summer" or the "Company") was incorporated in the state of Nevada under the name of Castwell Precast Corporation on March 25, 2005. The name of the company was changed from Castwell Precast Corporation to Summer Energy Holdings, Inc. on March 27, 2012.

Summer Energy Holdings, Inc., is currently active and good standing with the state of Nevada.

PART B - SHARE STRUCTURE

Item 4. The exact title and class of securities outstanding.

Summer has only one class of outstanding stock:

Title: Common Stock, par value $0.001 per share

CUSIP: 865634109

OTC Trading Symbol: SUME

In addition, as of December 31, 2020, Summer had issued options to purchase shares of its common stock, of which 4,178,230 were outstanding as well as warrants of which 660,981 are exercisable to common stock.

No shares of preferred stock are currently outstanding.

2

4864-1150-4134

Item 5. Par or stated value and description of the security.

Common Stock

The Company's outstanding securities consist solely of shares of common stock, par value $0.001 per share. The Company's Articles of Incorporation, as amended (the "Articles of Incorporation") authorize 100,000,000 shares of common stock. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of the stockholders. Holders of common stock do not have cumulative voting rights. Therefore, holders of more than 50% of the shares of common stock are able to elect all of the Company's directors eligible for election in a given year. The holders of common stock are entitled to dividends if declared by the Board of Directors (the "Board"). There are no redemption or sinking fund provisions applicable to the common stock, and holders of common stock are not entitled to any preemptive rights with respect to additional issuances of common stock by the Company.

Preferred Stock

The Articles of Incorporation also authorize 10,000,000 shares of preferred stock, par value $0.001 per share, none of which are outstanding. The Company may issue these shares of preferred stock without approval of the holders of common stock. The Board has the discretion to issue the preferred stock in such series and with such preferences and rights as it may designate, including, among other things, dividend, voting, conversion and liquidation rights, as well as any redemption or sinking fund provisions. The purpose of authorizing the Board to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of the Company's outstanding voting stock. Additionally, the issuance of preferred stock may adversely affect the holders of the Company's common stock by restricting dividends on the Company's common stock, diluting the voting power of the Company's common stock or subordinating the liquidation rights of the Company's common stock. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the market price of the Company's common stock.

Provisions in the Company's Articles of Incorporation and Bylaws that would Delay, Defer or Prevent a Change of Control

Authorized but Unissued Capital Stock

The authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval, subject to any limitations imposed by the listing standards of the market on which such shares are traded, if any. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could make more difficult or discourage an attempt to obtain control of the Company by means of a proxy contest, tender offer, merger or otherwise.

Classified Board of Directors

The Articles of Incorporation and the Company's Amended and Restated Bylaws adopted March 27, 2012 (the "Bylaws"), include provisions classifying the Board into three classes with staggered three-year terms. Accordingly, only one third of the Board will be elected at each annual meeting of stockholders.

3

4864-1150-4134

Cumulative Voting

Under Nevada law, the right to vote cumulatively does not exist unless the articles of incorporation specifically authorize cumulative voting. The Articles of Incorporation do not authorize cumulative voting. Accordingly, a holder or group of holders of a majority of the shares of the Company's common stock are able to elect all of the directors.

Advance Notice

The Bylaws require advance notice relating to certain stockholder business and Board nominees to be considered at stockholder meetings. Under the Bylaws, stockholders are not permitted to call special meetings of stockholders.

Item 6. The number of shares or total amount of the securities outstanding for each classof securities authorized.

The following tables set forth the number of shares outstanding for each class of securities authorized as of the dates set forth below:

Common Stock
	December	December	December
	31, 2020	31, 2019	21, 2018
Number of Shares Authorized	100,000,000	100,000,000	100,000,000
Number of Shares Outstanding	31,969,158	31,532,486	27,480,833
Freely Tradable shares (Public Float)	3,655,479	15,327,185	1,439,663
Number of Beneficial Stockholders owning at Least 100 Shares	12	12	11
Total Number of Stockholder of Record	144	145	134
Preferred Stock
	December	December	December
	31, 2020	31, 2019	21, 2018
Number of Shares Authorized	10,000,000	10,000,000	10,000,000
Number of Shares Outstanding	-	-	-
Freely Tradable shares (Public Float)	-	-	-
Number of Beneficial Stockholders owning at Least 100 Shares	-	-	-
Total Number of Stockholder of Record	-	-	-

Item 7. The Name and Address of the Transfer Agent

Transfer Agent:	Colonial Stock Transfer Co, Inc.
	66 Exchange Place, Suite 100
	Salt Lake City, UT 84111
	Telephone: [phone]

4

4864-1150-4134