UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): December 2830, 2022

____________________________

Solar Integrated Roofing Corp.

(Exact Name of Registrant as Specified in Charter)

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 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	Trading Symbol(s)	Name of each Exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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. o

Item 3.02.Unregistered Sales of Equity Securities.

On December 2830, 2022, ~~Solar~~the ~~Integrated~~Company ~~Roofing~~entered ~~Corp.~~into a letter agreement (the “~~Company~~Redemption Agreement”) ~~granted~~with toT3 ~~Stefan~~Investing ~~Abbruzzese~~LLC (“T3”), an entity owned and controlled by Trent Crane, who serves as the Company’s Regional Vice President of Sales, apursuant ~~non-qualified~~to ~~stock~~which ~~option~~the toCorporation ~~purchase~~has uppurchased and redeemed from T3 one (1) share of Series C Preferred Stock of the Corporation (the “Series C Share”) in exchange for (i) the issuance to 15T3 of 8,000,000 shares (the “T3 Shares”) of the Company’s common stock and (ii) the issuance to Trent Crane of a nonqualified stock option (the “~~Abbruzzese~~Crane Option”) to purchase up to 2,000,000 shares of the Company’s common stock, which ~~Abbruzzese~~Crane Option has a term of 10 years, an exercise price of $0.~~099~~093 per share, and vests and becomes exercisable ~~50%~~in onfour ~~the~~equal ~~date~~amounts of ~~grant~~500,000 ~~25%~~shares on ~~the~~each ~~first anniversary~~ of ~~the~~January ~~date~~1, ~~of grant~~2023, ~~and~~January ~~25%~~1, on2024, ~~the~~January ~~second~~1, ~~anniversary~~2025 ofand ~~the~~January ~~date~~1, of2026 ~~grant~~ so long as Mr. ~~Abbruzzese~~Crane provides continuous service to the Company through the applicable vesting date. After redemption of the Series C Share, the Company has no shares of Series C Preferred Stock outstanding.

InPursuant ~~addition, the Company agreed~~ to ~~grant to Mr. Abbruzzese, as soon as practicable following~~ the ~~date~~Redemption ~~(the “Determination Date”) that is 6 months following the date the Company’s common stock is first listed for trading on The Nasdaq Stock Market~~Agreement, ~~Inc.,~~T3 ofalso anconverted ~~additional non-qualified stock option (the “Top-Up Option”)~~1, ~~if any~~000,000 ~~to purchase up to a number of~~ shares of ~~common~~Series ~~stock~~B ~~equal~~Preferred toStock ~~the positive difference between (i) four percent (4%)~~ of the Company’s ~~authorized~~into ~~shares of Common Stock as of the Determination Date and (ii) 40~~10,000,000 shares of ~~Common Stock (as adjusted for stock splits, reverse stock splits and similar transactions), which Top-Up Option will have a term of 10 years and an exercise price equal to~~ the ~~closing price of the~~ Company’s common stock on (the ~~date~~“Conversion ofCommon ~~grant~~Shares”), ~~and~~which ~~shall~~conversion ~~vest~~was ~~and~~effected ~~become~~in ~~exercisable~~accordance ~~50%~~with on the ~~date~~conversion terms of ~~grant, 25% on December 28, 2023, and 25% on December 28, 2023 so long as Mr. Abbruzzese provides continuous service to~~ the ~~Company~~Series ~~through~~B ~~the~~Preferred ~~applicable vesting date~~Stock.

The ~~Abbruzzese~~T3 Shares and the Crane Option ~~was~~were offered and sold ~~exclusively~~ to T3 and Mr. ~~Abbruzzese~~Crane, respectively, each 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. The Conversion Common Shares were issued to T3 in a transaction exempt from registration under the Securities Act pursuant to Section 3(a)(9) of the Securities Act. Each of T3 and Mr. ~~Abbruzzese~~Crane represented ~~his~~their 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 T3 Shares and the shares of common stock acquired upon exercise of the ~~Abbruzzese~~Crane Option will bear appropriate legends if applicable. The offer and sale of the ~~Option~~securities to T3 and Mr. ~~Abbruzzese~~Crane were made without any general solicitation or advertising.

~~Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~3

As described in Item 3.02 of this Current Report on Form 8-K, which disclosure is incorporated into this Item 5.02 by reference, the Company granted to Mr. Abbruzzese the Abbruzzese Option and has agreed to grant Mr. Abbruzzese the Top-Up Option as compensation for services rendered by him to the Company.SIGNATURE

2 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.

SIGNATURE

	SOLAR INTEGRATED ROOFING CORP.


Date: January 5, 2023	By:	/s/ Martin S. McDermut
		Martin S. McDermut,
		Chief Financial Officer

~~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.~~4

	SOLAR INTEGRATED ROOFING CORP.
Date: January 4, 2023	By:	/s/ Martin S. McDermut
		Martin S. McDermut,
		Chief Financial Officer

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