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
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.
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