SUNPOWER CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-09-19: Form 8-K; Period of report 2024-09-18; Description 8.01 Other Events; Details 8.01.
- 2024-08-12: Form 8-K; Period of report 2024-08-06; Description 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 2.04.
- 2024-08-06: Form 8-K; Period of report 2024-08-02; Description 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 1.01.
- 2024-07-29: Form 8-K; Period of report 2024-07-24; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-09-19 | 8-K | 2024-09-18 | 8.01 Other Events | 8.01 As previously disclosed, SunPower Corporation (the “Company”) and certain of its direct and indirect subsidiaries (collectively, the “Company Parties”) commenced bankruptcy cases by filing voluntary petitions (the “Chapter 11 Cases”) under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). | spwr-20240918.htm |
| 2024-08-12 | 8-K | 2024-08-06 | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 2.04 On August 6, 2024, SunPower Corporation (the “Company”) received the below letters (together, the “HASI Notices”) from affiliates of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (“HASI”) related to the relevant mezzanine loan agreement (collectively, the “Loan Agreements”). 3.01 As previously disclosed, on August 5, 2024, the Company and certain of its direct and indirect subsidiaries filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). | spwr-20240806.htm |
| 2024-08-06 | 8-K | 2024-08-02 | 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.03 On August 5, 2024 (the “Petition Date”), SunPower Corporation (the “Company”) and certain of its direct and indirect subsidiaries (collectively, the “Company Parties”) filed voluntary petitions (the “Chapter 11 Cases”) under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). 2.03 The information set forth under Item 1.03 of this Report is incorporated herein by reference. 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. 5.02 On August 2, 2024, the board of directors of the Company (the “Board”) approved Matthew Henry, a Managing Director at Alvarez & Marsal North America, LLC (“A&M”), as replacing Thomas H. Werner as the principal executive officer (“PEO”) of the Company. 7.01 On August 5, 2024, the Company issued a press release announcing the Asset Purchase Agreement as well as the filing of the Chapter 11 Cases. 8.01 The Company Parties caution that trading in their securities, including the Common Stock, during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. | spwr-20240802.htm |
| 2024-07-29 | 8-K | 2024-07-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 SunPower Corporation, a Delaware corporation (the “Company”), entered into retention bonus letters with the named executive officers on the dates and in the amounts set forth in the table below (the “Retention Bonuses”). | spwr-20240724.htm |
| 2024-07-23 | 8-K | 2024-07-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 17, 2024, Vincent Stoquart resigned as a member of the board of directors (the “Board”) of SunPower Corporation, a Delaware corporation (the “Company”), and on July 23, 2024, the Board appointed Marc-Antoine Pignon to serve as a member of the Board. | spwr-20240717.htm |
| 2024-07-12 | 8-K/A | 2024-06-27 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 EY furnished to the Company a letter addressed to the SEC regarding the statements made by the Company in the Initial Report. | spwr-20240627.htm |
| 2024-07-03 | 8-K | 2024-06-27 | 4.01 Changes in Registrant's Certifying Accountant; 8.01 Other Events | 4.01 On June 27, 2024, SunPower Corporation (the “Company”) was notified by the Company’s independent registered public accounting firm, Ernst & Young LLP (“EY”), of its decision to resign as independent registered public accounting firm of the Company, effective as of that date. 8.01 On February 28, 2024, the SEC issued a document subpoena to the Company, which relates to certain accounting matters, including aspects of the Company’s revenue recognition practices, with a focus on the periods covered by the Affected Financial Statements and the Company’s fourth fiscal quarter of 2023. | spwr-20240627.htm |
| 2024-06-03 | 8-K | 2024-05-30 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.03 As previously disclosed, on February 14, 2024, the Company entered into the Second Lien Credit Agreement, by and among the Company, certain of its subsidiaries as guarantors party thereto, the lenders party thereto, GLAS USA LLC, as Administrative Agent, and GLAS Americas, LLC, as Collateral Agent (the “Second Lien Credit Agreement”). 3.02 The information contained above in Item 1.01 relating to the Second Tranche Warrant is hereby incorporated by reference into this Item 3.02. 7.01 On June 3, 2024, the Company issued a press release announcing the transactions described herein. | spwr-20240530.htm |
| 2024-05-24 | 8-K | 2024-05-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 21, 2024, the Board of Directors of SunPower Corporation (the “Company”) terminated the employment of Jennifer Johnston, the Executive Vice President and Chief Operating Officer of the Company, effective as of June 7, 2024. | spwr-20240521.htm |
| 2024-05-20 | 8-K | 2024-05-17 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously disclosed in the Notification of Late Filing on Form 12b-25 of SunPower Corporation, a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2024, the Company determined that it was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 (the “Q1 2024 10-Q”) by the prescribed due date. | spwr-20240517.htm |
| 2024-04-24 | 8-K | 2024-04-21 | 2.05 Costs Associated with Exit or Disposal Activities | 2.05 On April 21, 2024, SunPower Corporation, a Delaware corporation (the “Company”), adopted a restructuring plan intended to further advance efforts to reduce operating costs and improve the economics of the business. | spwr-20240421.htm |
| 2024-04-23 | 8-K | 2024-04-17 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 On April 17, 2024, the Audit Committee (the “Audit Committee”) of the Board of Directors of SunPower Corporation (the “Company”) determined, based on the recommendation of management, that the Company’s (i) audited financial statements included in the Company’s Annual Report on Form 10-K/A for the period ended January 1, 2023 filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 18, 2023 (the “2022 Form 10-K/A”) and (b) unaudited financial statements included in the Company’s Quarterly Report on Form 10-Q/A for the quarterly period ended April 2, 2023 (the “Q1 2023 Form 10-Q/A”); Quarterly Report on Form 10-Q/A for the quarterly period ended July 2, 2023 (the “Q2 2023 Form 10-Q/A”); and Quarterly Report on Form 10-Q for the quarterly period ended October 1, 2023 (the “Q3 2023 Form 10-Q”), all subsequently filed with the SEC on December 18, 2023 (collectively, the “Affected Prior Period Financial Statements”), as well as the relevant portions of any communication which describe or are based on such financial statements, should no longer be relied upon. | spwr-20240417.htm |
| 2024-03-21 | 8-K | 2024-03-20 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously disclosed in the Notification of Late Filing on Form 12b-25 of SunPower Corporation, a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) on February 29, 2024, the Company determined that it was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”) by the prescribed due date. | spwr-20240320.htm |
| 2024-03-14 | 8-K | 2024-03-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On March 14, 2024, SunPower Corporation (the “Company”) announced that Tony Garzolini will join the Company as Executive Vice President, Chief Revenue Officer of the Company, effective April 1, 2024. 7.01 On March 14, 2024, the Company issued a press release, included as Exhibit 99.1 hereto, announcing Mr. Garzolini’s appointment. | spwr-20240311.htm |
| 2024-03-04 | 8-K | 2024-02-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 27, 2024, the Board of Directors (the “Board”) of SunPower Corporation (the “Company”) approved discretionary cash bonus payments to certain of the Company’s executive officers (the “Officers”) in recognition of their contributions to the Company and joining the Company’s Office of the Chairman. | spwr-20240227.htm |
| 2024-02-27 | 8-K | 2024-02-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On February 26, 2024, the Board of Directors (the “Board”) of SunPower Corporation (the “Company”) accepted the resignation of Peter Faricy, the Company’s Chief Executive Officer and principal executive officer, effective as of February 26, 2024. 7.01 On February 27, 2024, the Company issued a press release announcing the matters described in Item 5.02 hereof. | spwr-20240226.htm |
| 2024-02-20 | 8-K | 2024-02-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On February 19, 2024, pursuant to the bylaws of SunPower Corporation (the “Company”) and the Amended and Restated Affiliation Agreement, dated as of February 14, 2024 (the “Affiliation Agreement”), by and between the Company and Sol Holding, LLC, a Delaware limited liability company (“Sol Holding”), the Company’s Board of Directors (the “Board”) voted to increase the size of the Board from 9 to 11 members, and to appoint Thomas H. Werner and Emmanuel Barrois (collectively, the “New Directors”) to serve as members of the Board, subject to and effective upon their satisfaction of the Company’s director nomination and onboarding procedures. 7.01 On February 20, 2024, the Company issued a press release announcing matters described in Item 5.02 hereof. | spwr-20240219.htm |
| 2024-02-15 | 8-K | 2024-02-15 | 2.02 Results of Operations and Financial Condition | 2.02 On February 15, 2024, SunPower Corporation, a Delaware corporation (the “Company”), issued a press release, included as Exhibit 99.1 hereto, announcing its results of operations for its fourth quarter and full year ending December 31, 2023. | spwr-20240215.htm |
| 2024-02-15 | 8-K | 2024-02-14 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth under Item 1.01 of this Current Report on Form 8-K relating to the Second Lien Credit Agreement is incorporated herein by reference. 2.04 As previously disclosed, on December 6, 2023, the Company became aware of a breach of certain financial reporting covenants under the Atlas Credit Agreement. 3.02 The information contained above in Item 1.01 relating to the Warrants is hereby incorporated by reference into this Item 3.02. 3.03 The information set forth under Item 1.01 of this Current Report on Form 8-K relating to the A&R Affiliation Agreement is incorporated herein by reference. 5.07 On February 14, 2024, the Company received executed written consents from stockholders constituting the holders of the Company’s outstanding Common Stock having not less than the minimum number of votes that would be necessary to authorize or take such actions at a meeting at which all shares entitled to vote thereon were present and voted approving the issuance of all shares of Common Stock issuable upon exercise of the First Tranche Warrant exceeding the 19.99% Cap, the transactions contemplated by the Form of Warrant, the issuance of the Second Tranche Warrants (as defined in the Form of Warrant) and the underlying Second Tranche Warrant Shares (as defined in the Form of Warrant). 7.01 On February 14, 2024, the Company issued a press release announcing the transactions described herein. | spwr-20240214.htm |
| 2024-02-01 | 8-K | 2024-01-31 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The discussion in Item 1.01 is incorporated herein by reference. 2.04 As previously disclosed, on December 22, 2023, SPWR RIC Borrower 2022-1, LLC, a wholly owned indirect subsidiary (the “Subsidiary”) of the Company entered into the Fourth Amendment and Temporary Waiver to the Loan and Security Agreement, which provided a temporary waiver until January 19, 2024 of certain enumerated events of default under and amended that certain Loan and Security Agreement, dated June 30, 2022 (the “Atlas Credit Agreement”) by and among, inter alios, the Subsidiary, as borrower, Atlas Securitized Products Holdings, L.P., as administrative agent (“Atlas”) and Computershare Trust Company, National Association, as paying agent (the “Paying Agent”). 7.01 On February 1, 2024, the Company issued a press release announcing the execution of the Third Amendment, the Additional Extension Agreement and the Atlas Additional Extension Agreement. 8.01 Subsequent to entering into the Third Amendment and the Additional Extension Agreement, the Company plans to continue negotiating the terms and conditions of the Credit Agreement with Bank of America, the administrative agent and collateral agent for the lenders, which could include further consents or waivers to provide a longer term solution to address covenants and available borrowings under the Credit Agreement. | spwr-20240131.htm |
| 2024-01-19 | 8-K | 2024-01-18 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The discussion in Item 1.01 is incorporated herein by reference. 2.04 As previously disclosed on December 22, 2023, SPWR RIC Borrower 2022-1, LLC, a wholly owned indirect subsidiary (the “Subsidiary”) of the Company entered into the Fourth Amendment and Temporary Waiver to the Loan and Security Agreement, which provided a temporary waiver until January 19, 2024 of certain enumerated events of default under and amended that certain Loan and Security Agreement, dated June 30, 2022 (the “Atlas Credit Agreement”) by and among, inter alios, the Subsidiary, as borrower, Atlas Securitized Products Holdings, L.P., as administrative agent (“Atlas”) and Computershare Trust Company, National Association, as paying agent (the “Paying Agent”). 8.01 Subsequent to entering into the Extension Agreement, the Company plans to continue negotiating the terms and conditions of the Credit Agreement with Bank of America, the administrative agent and collateral agent for the lenders, which could include further consents or waivers to provide a longer term solution to address covenants and available borrowings under the Credit Agreement. | spwr-20240118.htm |
| 2024-01-16 | 8-K | 2024-01-12 | 2.05 Costs Associated with Exit or Disposal Activities | 2.05 On January 12, 2024, SunPower Corporation, a Delaware corporation (the “Company”), adopted a restructuring plan to further advance efforts reducing operating costs due to slower sales driven, in part, by higher interest rates. | spwr-20240112.htm |