United
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SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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of Report (date of earliest event reported):
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| Item 7.01. | Regulation FD Disclosure. |
On July 7, 2023, Pineapple Energy Inc. (the “Company”) issued a press release reporting an asset sale, as further described below. A copy of the press release is furnished herewith as Exhibit 99.1.
| Item 8.01. | Other Events. |
On June 30, 2023, the Company sold substantially all of the assets of its legacy non-core subsidiaries, JDL Technologies, Incorporated (“JDL”) and Ecessa Corporation (“Ecessa”), to TheIPGuys.net LLC doing business as OneNet Global (the “Transaction”), for $1.3 million, subject to certain adjustments. As previously disclosed, the Company had been working to divest JDL and Ecessa as part of its legacy operations, as required by the Agreement and Plan of Merger dated March 1, 2021, as amended by an Amendment No. 1 to Merger Agreement dated December 16, 2021 (collectively the “Merger Agreement”), pursuant to which the Company merged with Pineapple Energy LLC on March 28, 2022. The Company met the criteria to report the operations of the JDL and Ecessa businesses as discontinued operations beginning in the fourth quarter of 2022.
As previously disclosed, the Merger Agreement also included the execution of contingent value rights (“CVR”) agreements, which entitle the holders of the CVRs to receive a portion of the cash, cash equivalents, investments and net proceeds of any divestiture, assignment, or other disposition of all legacy assets of JDL and Ecessa. The Company is in the process of determining the final amount of sale proceeds from the Transaction, net of commissions, fees, closing expenses, escrows and any reserves required under the Merger Agreement, that will be distributed to the CVR holders, which is expected to be completed in the quarter ending September 30, 2023.
| Item 9.01. | Financial Statements and Exhibits. | |
| Exhibit No. | Description | |
| 99.1 | Press release, dated July 7, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATUREs
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, thereunto duly authorized.
| PINEAPPLE ENERGY INC. | ||
| By: | /s/ Kyle J. Udseth | |
| Kyle J. Udseth, Chief Executive Officer | ||
| Date: July 7, 2023 | ||