SUNation Energy Announces Confidential Submission of Draft Registration Statement on Form S-4 in Connection with Proposed Merger with Suniva

(NASDAQ:SUNE) SUNation Energy, Inc. announced that it has confidentially submitted a draft registration statement on Form S-4 to the U.S. Securities and Exchange Commission in connection with its previously announced proposed merger with Suniva, Inc. The confidential submission of the Registration Statement is an important milestone toward completing the proposed business combination between SUNation and Suniva. Upon consummation of the merger, Suniva would become a wholly owned subsidiary of SUNation, and the combined company is expected to be known as Suniva Inc. and listed on Nasdaq under the ticker symbol “SUNV”. The Registration Statement is expected to include a proxy statement/prospectus containing information about SUNation, Suniva, and the proposed transaction. Completion of the proposed merger remains subject to satisfaction or waiver of the conditions set forth in the merger agreement, including required stockholder approvals, the Registration Statement being declared effective by the SEC, Nasdaq approval of the listing of the shares to be issued in the merger, and other customary closing conditions. Scott Maskin is the Chief Executive Officer of SUNation Energy, Inc. James Brennan is the Chief Financial Officer of SUNation Energy, Inc. The announcement reiterates that the merger agreement and related transactions are subject to various risks, including the risk that the proposed merger may not be completed on the anticipated timeline or at all, failure to obtain required stockholder approvals, SEC effectiveness of the Form S-4 registration statement, or Nasdaq listing approval, and the risk of potentially extended SEC review of the Form S-4. Additional risks include the parties’ ability to satisfy the conditions to closing, risks relating to constructing, equipping, permitting and ramping up the Laurens facility on time and on budget, the ability to convert offtake agreements into realized revenue, competition, tariffs, trade actions and changes in tax incentives, technology, supply-chain and execution risks, the accuracy of third-party market data and forecasts, the operating history of Suniva, potential net losses incurred as a result of the current expansion stage nature of Suniva, as well as net losses carried forward from SUNation’s long standing business operations, the ability to raise additional capital, and the ability of Suniva to execute on its business plans and for the combined companies to integrate SUNation’s solar installation systems into Suniva’s solar cell manufacturing operations. The announcement also notes the effects of the One Big Beautiful Act of 2025 on the residential solar industry, which has had a material negative impact on residential solar installations since the January 2026 effectiveness thereof. The announcement states that information regarding SUNation’s directors and executive officers is set forth in SUNation’s most recent Annual Report on Form 10-K, as filed with the SEC on March 23, 2026, as well as any supplemental or amended information set forth in the Company’s periodic reports, current reports and other submissions subsequently filed and to be filed with the SEC. Additional information regarding the participants in the solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes publicly available.