Form 8-K Sunworks, Inc. For: Jun 02

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): June 2, 2021

 

SUNWORKS, INC.

(Exact Name of the Registrant as Specified in Charter)

 

Delaware		001-36868		01-0592299
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

2270 Douglas Blvd, Suite #216 Roseville, CA		95661
(Address of Principal Executive Offices)		(Zip Code)

 

(916) 409-6900

Registrant’s telephone number, including area code

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.001		SUNW		NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On June 2, 2021, the Board of Directors (the “Board”) of Sunworks, Inc. (the “Company”) adopted resolutions to amend the Company’s Bylaws to provide that the holders of 33 1/3% of the shares of capital stock entitled to vote, represented in person or by proxy, will constitute a quorum at all meetings of the stockholders for the transaction of business. The Company’s Bylaws previously provided that the holders of a majority of the shares of capital stock entitled to vote, represented in person or by proxy, would constitute a quorum at all meetings of the stockholders for the transaction of business.

 

The foregoing description of the amendment to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment of Bylaws, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Number		Description
3.1		Certificate of Amendment of Bylaws

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	SUNWORKS, INC.
Date: June 2, 2021	By:	/s/ Gaylon Morris
		Gaylon Morris
		Chief Executive Officer

 

 

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

OF

THE BYLAWS

OF

SUNWORKS, INC.

a Delaware corporation

 

The undersigned hereby certifies that he is the duly elected, qualified and acting Chief Executive Officer of Sunworks, Inc., a Delaware corporation (the “Corporation”), and that the Bylaws of the Corporation were amended by resolution of the Board of Directors of the Corporation, effective as of June 2, 2021, as follows:

 

Section 3.5 is hereby amended and restated in its entirety to read as follows:

 

“3.5 Quorum Requirements. The holders of 33 1/3% of the Shares Entitled to Vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.”

 

The foregoing amendment to the Bylaws of the Corporation has not been modified, amended, rescinded or revoked and remains in full force and effect on the date hereof.

 

IN WITNESS WHEREOF, I have hereunto subscribed my name on June 2, 2021.

 

	/s/ Gaylon Morris
	Gaylon Morris
	Chief Executive Officer

 

 

 

 

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