UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form 8-K~~_____________________________

~~Current~~FORM ~~Report~~8-K

~~Pursuant~~CURRENT ~~to Section 13 or 15(d) of The Securities Exchange Act of 1934~~REPORT

~~Date~~Pursuant ofto ~~Report~~Section ~~(Date~~13 ofor ~~earliest~~15(d) ~~event~~ofThe ~~reported):~~Securities ~~November~~Exchange ~~28,~~Act ~~2022~~of 1934

~~SOLAR~~Date ~~INTEGRATED~~of ~~ROOFING~~Report ~~CORP.~~ (~~Exact~~Date ~~name~~ of ~~registrant~~Earliest asEvent ~~specified~~Reported): inDecember ~~its~~22, ~~charter)~~2022

Nevada		000-56256		90-1502972
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

____________________________

~~2831~~Solar ~~St.~~Integrated ~~Rose~~Roofing ~~Parkway, Ste 200~~Corp.

~~Henderson, Nevada 89052~~(Exact Name of Registrant as Specified in Charter)

~~(Address of principal executive offices) (zip code)~~Nevada

(State or Other Jurisdiction of Incorporation)

000-56256

(Commission File Number)

90-1502972
(IRS Employer Identification No.)

2831 St. Rose Parkway, Suite 200

Henderson, Nevada 89052

(Address of Principal Executive Offices) (Zip Code)

(702) 589-4651

(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: None

Title of each ~~class~~Class Trading Symbol(s) Name of each ~~exchange~~Exchange on which registered ~~Not applicable.~~

~~Item~~Indicate 1by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.01405) ~~Entry~~or ~~into~~Rule a12b-2 ~~Material~~of ~~Definitive~~the ~~Agreement~~Securities Exchange Act of 1934 (17 CFR 240.12b-2).

~~The~~Emerging ~~disclosure~~growth incompany ~~Item 5.02 below is incorporated by reference into this Item 1.01.~~ ☐

~~Item~~If ~~3.02~~an ~~Unregistered~~emerging ~~Sales~~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 ~~Equity~~the ~~Securities~~Exchange Act. o

~~The disclosure in~~ Item 51.0201.Entry ~~below is incorporated by reference~~ into ~~this Item 3.02. The Holmes Options and McDermut Options were issued on November 28, 2022, and were issued in reliance on the exemption from registration provided by Section 4(~~a~~)(2)~~ ofMaterial ~~the~~Definitive ~~Securities Act of 1933, as amended, as there was no general solicitation, and the issuances did not involve a public offering~~Agreement.

~~Item~~On 5December 22, 2022, Solar Integrated Roofing Corp.02, ~~Departure~~a ofNevada ~~Directors~~corporation or(the ~~Certain~~“Company”) ~~Officers;~~entered ~~Election~~into a Settlement and Release Agreement (the “Settlement Agreement”) among the Company, David Massey and Pablo Diaz Curiel (“Diaz”). The Settlement Agreement resolves all existing and potential disputes between the Company and Massey, on the one hand, and Diaz, on the other hand, related to or arising out of ~~Directors;~~civil ~~Appointment~~litigation among the parties, including litigation arising out of ~~Certain~~that ~~Officers;~~certain ~~Compensatory~~Membership ~~Arrangements~~Interest Purchase and Employment Agreement, dated on or around June 30, 2021 (“PSA 1”), that certain Membership Interest Purchase and Employment Agreement, dated on or around October 6, 2021 (“PSA 2” and, together with PSA 1, the “USA Solar Acquisition Agreements”), that certain Stock Purchase Agreement, dated February 7, 2022 (the “SPA”), and the termination of ~~Certain~~Diaz’s ~~Officers~~employment with the Company (the “Termination”).

~~Appointment~~Pursuant to the Settlement Agreement, the Company will pay Diaz $200,000 in cash and ~~Resignation~~issue to him 34 million shares of ~~Directors~~the &Company’s ~~Officers~~common stock. Additionally, Diaz will retain $340,000 of cash consideration he previously received from the Company in connection with the USA Solar Acquisition Agreements, 12 million shares of the Company’s common stock previously issued by the Company to him in connection with PSA 1, 7 million shares of the Company’s common stock previously reserved for issuance by the Company to him in connection with PSA 2, and 1 million shares of Series B Preferred Stock (the “Series B Shares”) previously transferred by Massey to him in connection with the SPA.

OnDiaz ~~November~~has ~~28,~~agreed ~~2022,~~to ~~David~~convert ~~Massey~~all ~~resigned as Chief Executive Officer~~ of ~~Solar Integrated Roofing Corp. (~~the ~~“Company”),~~Series ~~Wanda~~B ~~Witoslawski~~Shares ~~resigned~~into asshares ~~Chief~~10 ~~Financial~~million ~~Officer~~shares ~~and Treasurer~~ of the Company,’s ~~Scott~~common ~~Widdes~~stock ~~resigned~~at ~~as a director of~~ the ~~Company,~~existing ~~George~~conversion B.ratio ~~Holmes was appointed as Chief Executive Officer and Chairman~~ of ~~the~~10 ~~Board~~shares of ~~Directors~~common ofstock ~~the~~for ~~Company~~every ~~(the~~1 ~~“Board”),~~share ~~and Martin McDermut was appointed as Chief Financial Officer and Treasurer~~ of ~~the~~Series ~~Company.~~B ~~The~~Preferred ~~resignations of Mr. Massey~~Stock, ~~Ms.~~effective ~~Witoslawski,~~upon ~~and~~the ~~Mr.~~conversion ~~Widdes~~by ~~were~~all ~~not~~other ~~the~~holders ~~result~~ of ~~any~~Series ~~disagreement~~B ~~with~~Preferred ~~the~~Stock ~~Company,~~of ~~and~~their ~~Mr.~~outstanding ~~Massey~~shares ~~will remain as the Co-Chairman~~ of ~~the~~Series ~~Board~~B ~~and~~Preferred ~~President~~Stock ofinto ~~the~~common ~~Company~~stock.

~~George~~The B.Settlement ~~Holmes~~Agreement includes a mutual release of known and unknown claims among the parties relating to or arising out of civil litigation, including claims related to the USA Solar Acquisition Agreements, the SPA and the Termination.

~~George~~The B.foregoing ~~Holmes~~summary ~~is a senior executive with over 35 years~~ of ~~hands-on~~the ~~experience~~Settlement ~~managing~~Agreement and ~~developing~~the ~~companies~~transactions ~~ranging~~contemplated inthereby ~~size~~does ~~from~~not ~~$400,000~~purport to $4be ~~billion,~~complete ~~spanning~~and ais ~~broad~~subject ~~range of technologies. Previously~~to, ~~Mr. Holmes was Chairman~~ and ~~CEO~~qualified ofin ~~Resonant~~its ~~Inc.,~~entirety ~~a Nasdaq-listed provider of radio frequency (RF) filter solutions for the mobile industry~~by, ~~where he led~~ the ~~company~~full ~~from~~text ~~the early stages~~ of ~~development~~the toSettlement aAgreement ~~successful~~filed ~~sale~~as toExhibit ~~Murata Manufacturing Company, Ltd~~10.,1 ~~an established global leader in the electronics industry. Prior~~ to ~~joining~~this ~~Resonant,~~Current ~~Mr.~~Report ~~Holmes~~on ~~served~~Form ~~in senior executive roles at Tigo Energy~~8-K, ~~Energous,~~which ~~SolarBridge~~is ~~Technologies,~~incorporated ~~Agere~~herein ~~Systems (formerly Lucent MicroElectronics), Ortel Corp (acquired~~ by ~~Lucent MicroElectronics), Level One Communications and Symmetricom~~reference. ~~Mr. Holmes holds a B.A. in Business Administration from the University of Puget Sound and a Diploma in International Business from Nyenrode Business University, Netherlands.~~

~~Effective~~Item ~~as of November 28, 2022, the Company and Mr~~3. ~~Holmes entered into an employment agreement (the “Holmes Employment Agreement”), in connection with Mr~~02.Unregistered ~~Holmes’s~~Sales ~~appointment as Co-Chairman~~ of ~~the~~Equity ~~Board and as CEO~~Securities. Mr. Holmes will receive a base compensation of $420,000 annually, or $16,153.85 gross per pay period. Mr. Holmes will be paid bi-weekly, and compensation will be subject to deductions for taxes and other withholdings as required by law and the policies of the Company. Upon the uplisting of the Company’s common stock to the NASDAQ, his base compensation will be increased to $540,000 annually, or $20,769.23 gross per pay period. He will be awarded an individual performance bonus according to achievement of key performance indicators developed and approved by the Board. His annual bonus target will be equal to 100% of his annual base compensation at the time of the bonus award. Effective November 28, 2022, he will be awarded non-qualified stock options (the “Holmes Options”) to purchase 63 million shares of the Company’s common stock, which stock options will have a 10-year term and an exercise price equal to the closing price of the Company’s common stock on November 28, 2022, or $0.1332/share. All stock option grants awarded to Mr. Holmes will vest according to the following schedule:

~~·50%~~As ~~vested~~described ~~upon~~in ~~execution~~Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated into this Item 3.02 by reference, the ~~Holmes~~Company ~~Agreement~~will issue to Diaz an aggregate of 41 million shares (the “Shares”) of the Company’s common stock in settlement of certain claims by Diaz against the Company, of which 7 million shares previously were reserved for issuance to Diaz pursuant to an acquisition agreement.

~~·75%~~The ~~vested~~Shares ~~after~~were ~~one~~offered ~~year~~and sold exclusively to Diaz, an accredited investor, in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), as a transaction not involving a public offering, pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Diaz represented his intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof in violation of the Securities Act, and the Shares will bear appropriate legends. The offer and sale of the Shares were made without any general solicitation or advertising.

~~·100%~~Item ~~vested~~8.01.Other ~~after two years~~Events.

~~Mr.~~On ~~Holmes~~December ~~will~~29, ~~also~~2022, ~~be eligible to purchase up to 1 million shares of company stock at an agreed price based on~~ the Company’s ~~valuation~~issued ~~at the time of purchase. Upon the Company’s completion of an uplist to NASDAQ and for~~ a ~~period~~press ofrelease 6relating ~~months thereafter, the Company will grant Mr. Holmes additional stock options~~ to in the ~~event~~Settlement MrAgreement. ~~Holmes’s~~A ~~beneficial~~copy ~~ownership falls below 7%~~ of the ~~Company’s~~press ~~then-authorized~~release ~~shares,~~is ~~such~~attached ~~that~~hereto ~~Mr.~~as ~~Holmes’s~~Exhibit ~~aggregate stock option awards will be equal to 7% of the Company’s authorized shares~~99.1 ~~The Company will also reimburse up to $30,000 in annual premiums for personal life insurance~~ and ~~$30,000~~is inincorporated ~~annual~~herein ~~premiums~~by ~~for long-term care insurance, and will provide a leased home for Mr~~reference. Holmes’s use at his written request, with lease payments for the home deducted from Mr. Holmes’s monthly base salary. Mr. Holmes will also be subject to the Company’s Employee Handbook and Drug & Alcohol Policy.

On November 28, 2022, the Company and Mr. Holmes also entered into a Severance and Change in Control Agreement (the “Holmes Severance Agreement”), which provides that Mr. Holmes’s employment is and will continue to be at-will under applicable law. If at any time during the term of Mr. Holmes’s employment or the 24-month period immediately following a change-in-control transaction (as defined in the Holmes Severance Agreement, and generally upon more than 50% of the combined voting power of the Company being acquired by any person), the Company terminates his employment with the Company for a reason other than cause (as defined in the Holmes Severance Agreement, and generally willful breach of any material obligations under any agreement or covenant with the company, willful failure to substantially perform duties, material violation of Company policy, an act of dishonesty or willful misconduct that has or is reasonably expect to result in material injury to the Company, or unauthorized use or disclosure of trade secret or proprietary information), death or disability, or upon his resignation from such employment for good reason (as defined in the Holmes Severance Agreement, and generally a material reduction in job responsibilities, relocation of Mr. Holmes’s primary business location increasing his commute by more than 35 miles, or reduction of base salary by at least 10% that is not also applicable to all other Company employees in similar positions), he will receive the following benefits: payment of accrued compensation, a severance payment equal to 24 months of Mr. Holmes’s base salary then in effect (less tax withholdings and applicable deductions), a target bonus payment equal to 100% of Mr. Holmes’s full target bonus then in effect for the current fiscal year, reimbursement of COBRA health insurance coverage until the earlier of 18 months, Mr. Holmes is eligible for other insurance coverage, or Mr. Holmes’s dependents cease to be eligible for COBRA coverage, accelerated vesting for all outstanding equity awards, outplacement benefits up to a maximum of $5,000, and other payments or benefits required by law. Mr. Holmes will also receive those benefits upon his termination for a reason other than cause, death or disability that is not in connection with a change in control.2

~~Martin~~Item ~~McDermut~~9.01Financial Statements and Exhibits.

Martin McDermut brings more than 30 years of broad financial leadership to SIRC, with a strong track record in strategic and financial planning, business development, mergers and acquisitions, and SEC reporting for Nasdaq-listed technology companies. Prior to joining SIRC, McDermut was CFO of Resonant Inc., a Nasdaq-listed provider of radio frequency (RFd) ~~filter solutions for the mobile device industry, before being acquired by Murata Manufacturing~~Exhibits. Prior to Resonant, McDermut served as Vice President and CFO of Applied Micro Circuits Corporation, a publicly traded semiconductor company, which was acquired by MACOM Technology Solutions Holdings. In addition, he previously served as Senior Vice President, Finance and CFO of Vitesse Semiconductor Corporation, a publicly traded semiconductor company, which was acquired by Microsemi Corporation. He also previously served as CFO for other publicly traded companies including Iris International Inc. and Superconductor Technologies Inc. He is a member of the board of directors of CDTi Advanced Materials, Inc. and he also serves as a member of the Board of Trustees of Sansum Clinic and on the Board of Trustees of CSUCI Foundation. McDermut holds a BA in Economics from the University of Southern California and an MBA from the University of Chicago Booth School of Business. He is a Certified Public Accountant.

Effective as of November 28, 2022, the Company and Mr. McDermut entered into an employment agreement (the “McDermut Employment Agreement”), in connection with Mr. McDermut’s appointment as CFO. Mr. McDermut will receive a base compensation of $360,000 annually, or $13,846.15 gross per pay period. He will be paid bi-weekly and his compensation will be subject to deductions for taxes and other withholdings as required by law and the policies of the Company. Upon the successful uplisting of the Company’s common stock to the NASDAQ, his base compensation will be increased to $450,000 annually, or $17,307.69 gross per pay period. Mr. McDermut will receive an individual performance bonus based upon his achievements of key performance indicators that are developed and approved by the Board, and his annual bonus target will be equal to 100% of his annual base compensation at the time

Exhibit
Number		Description
10.1		Settlement and Release Agreement, dated as of December 22, 2022, among Solar Integrated Roofing Corp., David Massey, and Pablo Diaz Curiel.
99.1		Press Release issued by Solar Integrated Roofing Corp. dated December 29, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document).

of his bonus award. Effective November 28, 2022, he will be awarded a non-qualified stock options (the “McDermut Options”) to purchase up to 40 million shares of the Company’s common stock, which stock options will have a 10-year term and an exercise price equal to the closing price of the Company’s common stock on November 28, 2022, or $0.1332/share. All stock option grants awarded to Mr. McDermut will vest according to the following schedule: 3

~~·50% vested upon execution of the McDermut Agreement.~~ SIGNATURE

~~·75%~~Pursuant ~~vested~~to ~~after~~the ~~one~~requirements ~~year~~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.

·100% vested after two years.

	SOLAR INTEGRATED ROOFING CORP.

Date: December 29, 2022	By:	/s/ Martin S. McDermut
		Martin S. McDermut,
		Chief Financial Officer

Upon the Company’s successful completion of the uplist to Nasdaq and for a period of 6 months thereafter, the Company will grant Mr. McDermut additional stock options to in the event Mr. McDermut’s beneficial ownership falls below 4% of the Company’s then-authorized shares, such that Mr. McDermut’s aggregate stock option awards will be equal to 4% of the Company’s authorized shares. Mr. McDermut will also be subject to the Company’s Employee Handbook and Drug & Alcohol Policy.

On November 28, 2022, the Company and Mr. McDermut also entered into a Severance and Change in Control Agreement (the “McDermut Severance Agreement”), which provides that Mr. McDermut’s employment is and will continue to be at-will under applicable law. If at any time during the term of Mr. McDermut’s employment or the 24-month period immediately following a change-in-control transaction (as defined in the McDermut Severance Agreement, and generally upon more than 50% of the combined voting power of the Company being acquired by any person), the Company terminates his employment with the Company for a reason other than cause (as defined in the McDermut Agreement, and generally willful breach of any material obligations under any agreement or covenant with the company, willful failure to substantially perform duties, material violation of Company policy, an act of dishonesty or willful misconduct that has or is reasonably expect to result in material injury to the Company, or unauthorized use or disclosure of trade secret or proprietary information), death or disability, or upon his resignation from such employment for good reason (as defined in the McDermut Severance Agreement, and generally a material reduction in job responsibilities, relocation of Mr. McDermut’s primary business location increasing his commute by more than 35 miles, or reduction of base salary by at least 10% that is not also applicable to all other Company employees in similar positions), he will receive the following benefits: payment of accrued compensation, a severance payment equal to 24 months of Mr. McDermut’s base salary then in effect (less tax withholdings and applicable deductions), a target bonus payment equal to 100% of Mr. McDermut’s full target bonus then in effect for the current fiscal year, reimbursement of COBRA health insurance coverage until the earlier of 18 months, Mr. McDermut is eligible for other insurance coverage, or Mr. McDermut’s dependents cease to be eligible for COBRA coverage, accelerated vesting for all outstanding equity awards, outplacement benefits up to a maximum of $5,000, and other payments or benefits required by law. Mr. McDermut will also receive those benefits upon his termination for a reason other than cause, death or disability that is not in connection with a change in control.

On November 28, 2022, the Company and David Massey, who is remaining as the Company’s President and Co-Chairman of the Board, also entered into a Severance and Change in Control Agreement (the “Massey Severance Agreement”), which provides that Mr. Massey’s employment is and will continue to be at-will under applicable law. If at any time during the term of Mr. Massey’s employment or the 24-month period immediately following a change-in-control transaction (as defined in the Massey Severance Agreement, and generally upon more than 50% of the combined voting power of the Company being acquired by any person), the Company terminates his employment with the Company for a reason other than cause (as defined in the Massey Severance Agreement, and generally willful breach of any material obligations under any agreement or covenant with the company, willful failure to substantially perform duties, material violation of Company policy, an act of dishonesty or willful misconduct that has or is reasonably expect to result in material injury to the Company, or unauthorized use or disclosure of trade secret or proprietary information), death or disability, or upon his resignation from such employment for good reason (as defined in the Massey Severance Agreement, and generally a material reduction in job responsibilities, relocation of Mr. Massey’s primary business location increasing his commute by more than 35 miles, or reduction of base salary by at least 10% that is not also applicable to all other Company employees in similar positions), he will receive the following benefits: payment of accrued compensation, a severance payment equal to 24 months of Mr. Massey’s base salary then in effect (less tax withholdings and applicable deductions), a target bonus payment equal to 100% of Mr. Massey’s full target bonus then in effect for the current fiscal year, reimbursement of COBRA health insurance coverage until the earlier of 18 months, Mr. Massey is eligible for other insurance coverage, or Mr. Massey’s dependents cease to be eligible for COBRA coverage, accelerated vesting for all outstanding equity awards,

outplacement benefits up to a maximum of $5,000, and other payments or benefits required by law. Mr. Massey will also receive those benefits upon his termination for a reason other than cause, death or disability that is not in connection with a change in control.

The foregoing descriptions of the Holmes Employment Agreement, Holmes Severance Agreement, McDermut Employment Agreement, McDermut Severance Agreement, and Massey Severance Agreement, and their terms, are qualified in their entirety by reference to the full text of each agreement, filed as Exhibits 10.1-10.5 hereto and incorporated by reference in this report.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

The exhibits listed in the following Exhibit Index are filed as part of this report:

EXHIBIT INDEX

Exhibit No.		Description
10.1		At-Will Employment Agreement by and between the Company and George Holmes, effective November 28, 2022
10.2		At-Will Employment Agreement by and between the Company and Martin McDermut, effective November 28, 2022
10.3		Severance and Change in Control Agreement by and between the Company and George Holmes, effective November 28, 2022
10.4		Severance and Change in Control Agreement by and between the Company and Martin McDermut, effective November 28, 2022
10.5		Severance and Change in Control Agreement by and between the Company and David Massey, effective November 28, 2022

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 hereunto duly authorized.

	Solar Integrated Roofing Corp.
Date: December 2, 2022	By:	/s/ George Holmes
	Name:	George Holmes
	Title:	Chief Executive Officer

Filing Compare · SOLAR INTEGRATED ROOFING CORP.