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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Sunworks, Inc.    SUNW

SUNWORKS, INC.

(SUNW)
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SUNWORKS, INC. : Termination of a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders, Other Events (form 8-K)

11/12/2020 | 05:09pm EST

Item 1.02 Termination of a Material Definitive Agreement

On November 12, 2020, Sunworks, Inc. (the "Company") held a special meeting of its stockholders (the "Special Meeting") to vote on (i) the proposal to adopt the Agreement and Plan of Merger, dated as of August 10, 2020 (the "Merger Agreement"), by and among the Company, The Peck Company Holdings, Inc. ("Parent"), a Delaware corporation, and Peck Mercury, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub") (the "Sunworks Merger Proposal"), and (ii) the proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the Sunworks Merger Proposal (the "Sunworks Adjournment Proposal"), each as described in more detail in the Company's definitive proxy statement, filed with the Securities and Exchange Commission on October 15, 2020.

Due to the failure to obtain a quorum at the Special Meeting, the Special Meeting was convened, but no matters were submitted to a vote of the Company's stockholders. As a result, the proposal to adopt the Merger Agreement did not receive the affirmative vote of the holders of a majority of the shares of the Company's common stock outstanding as of the close of business on October 9, 2020, the record date for the Special Meeting (the "Record Date"), and entitled to vote on the Sunworks Merger Proposal. The Sunworks Merger Proposal was therefore not approved by the Company's stockholders.

As a result of the failure to receive such stockholder approval, on November 12, 2020, in accordance with Section 7.05 of the Merger Agreement, the Company delivered to Parent and Merger Sub a written notice (the "Termination Notice") terminating the Merger Agreement pursuant to Section 7.02(c) of the Merger Agreement. As a result of the Termination Notice, the Merger Agreement was terminated and the merger contemplated thereby was abandoned.

Item 5.07 Submission of Matters to a Vote of Security Holders

On November 12, 2020, the Company held the Special Meeting for stockholders to vote on the Sunworks Merger Proposal and the Sunworks Adjournment Proposal.

As of the Record Date, the Company had outstanding and entitled to vote 16,628,992 shares of common stock issued and outstanding. In order to conduct the business of the Special Meeting, the Company required the presence, virtually or represented by proxy, of the holders of a majority of the voting power of the stock issued and outstanding and entitled to vote as of the Record Date. There were present, either virtually or represented by proxy, the holders of 4,362,575 shares of common stock, or approximately 26% of all of the shares entitled to vote at the Special Meeting. Because a quorum was not present at the Special Meeting, no business was conducted and the Company concluded the Special Meeting.



Item 8.01. Other Events.



On November 12, 2020, the Company issued a press release announcing the termination of the Merger Agreement. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2020 47,6 M - -
Net income 2020 -10,0 M - -
Net Debt 2020 - - -
P/E ratio 2020 -24,0x
Yield 2020 -
Capitalization 391 M 391 M -
Capi. / Sales 2020 8,22x
Capi. / Sales 2021 6,93x
Nbr of Employees -
Free-Float 98,7%
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Mean consensus HOLD
Number of Analysts 1
Average target price 0,80 $
Last Close Price 19,16 $
Spread / Highest target -95,8%
Spread / Average Target -95,8%
Spread / Lowest Target -95,8%
EPS Revisions
Managers and Directors
NameTitle
Gaylon Morris Chief Executive Officer & Director
Charles F. Cargile Chairman
Krista Mendoza Chief Operating Officer
Paul Clayton McDonnel Chief Financial & Accounting Officer
Mikhail V. Podnebesnyy Director-Engineering
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