Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously reported, on January 5, 2021 iSun, Inc. (formerly known as The
Peck Company Holdings, Inc.), a Delaware corporation (the "Company"), received a
written notice (the "Notice") from the Listing Qualifications Department of The
Nasdaq Stock Market ("Nasdaq") indicating that the Company was not in compliance
with Listing Rule 5620(a) (the "Annual Meeting Rule"), which required the
Company to hold an annual meeting of shareholders no later than one year after
the end of the Company's fiscal year-end for continued listing on the NASDAQ
Capital Market. The Notice was only a notification of deficiency, not of
imminent delisting, and had no current effect on the listing or trading of the
Company's securities on the NASDAQ Capital Market.
The Notice stated that the Company had 45 calendar days to submit a plan to
regain compliance with the Annual Meeting Rule. The Company submitted a plan to
regain compliance with the Annual Meeting Rule on February 22, 2021 by Letter
dated February 22, 2021 from Merritt & Merritt to Ms. Una Hahn, Listing Analyst.
By Letter dated February 23, 2021 to Mr. Jeffrey Peck, CEO of the Company,
Nasdaq granted the Company an extension until May 11, 2021 to regain compliance
with the Annual Meeting Rule by the Company holding its 2020 Annual Meeting on
May 11, 2021, as currently anticipated. Copies of the foregoing letters are
filed as Exhibit 99.1 hereto.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
Certificate of Designation - On February 22, 2021, the Board of Directors of
iSun, Inc. (the "Company") and the holders of a majority of the Company's Series
A Convertible Preferred Stock, approved the First Amended and Restated
Certificate of Designation of Preferred Stock of iSun Inc. Series A Convertible
Preferred Stock (the "First Amended Certificate of Designation") that amends and
replaces in its entirety the Certificate of Designation of Preferred Stock of
iSun Inc. Series A Convertible Preferred Stock dated April 28, 2020. The First
Amended Certificate of Designation was filed with the Delaware Secretary of
State on February22, 2021.
The First Amended Certificate of Designation designates two hundred thousand
(200,000) shares of the Company's authorized preferred share capital as Series A
Convertible Preferred Stock (the "Series A") and provides for certain
preferences to holders of Series A. The Series A is convertible on a mandatory
basis into shares of the Company's Common Stock as soon as practicable after the
date on which the closing price of the Company's Common Stock is equal to or
greater than $15.00 per share for any twenty (20) days within a thirty (30) days
trading window. The Series A conversion rate is 1.851852. Pursuant to the First
Amended Certificate of Designation, on February 22, 2021 the Company notified
all holders of the Series A of the mandatory conversion of the Series A. A total
of 370,370 shares of Common Stock have been issued pursuant to the conversion.
The foregoing summary of the First Amended Certificate of Designations qualified
in its entirety by reference to the First Amended Certificate of Designation
which is filed as Exhibit 3.1 hereto.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On February 25, 2021, the Company held a Special Meeting of Stockholders (the
"Special Meeting') to approve the Company's 2020 Equity Incentive Plan, as
amended (the "Plan") The Company had previously provided Notice of the Special
Meeting and a Proxy Statement dated February 2, 2021. At the Special Meeting a
total of 2,845,153 shares of Common Stock were present in person or represented
by proxy, constituting a quorum. A total of 2,800,601 shares of Common Stock
voted in favor of the proposal to adopt the Plan, 19,470 shares voted against
the proposal and 25,082 shares abstained. As a majority of the shares
representing a quorum voted in favor of the proposal, the proposal was approved.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.1 First Amended and Restated Certificate of Designation, Preferences and
Rights of Preferred Stock of iSun, Inc.
99.1 Letter dated February 22, 2021 from Merritt & Merritt to Ms. Una Hahn,
Listing Analyst and Letter dated February 23, 2021 from Ms. Hahn to Mr.
Jeffrey Peck
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