SunPower Inc. 8-K

What Happened
SunPower Inc. announced a Standby Equity Purchase Agreement (SEPA) with YA II PN, LTD. on January 27, 2026 that provides financing mechanisms including up to $20 million in prepaid advances (evidenced by convertible promissory notes) and a potential commitment to purchase up to $25 million of common stock through January 27, 2029, subject to conditions and issuance limits. The first tranche of the prepaid advance ($1.9 million) was disbursed on January 27, 2026. Separately, on January 29, 2026 the company issued a $3.3 million convertible promissory note to a trust controlled by CEO Thurman J. Rodgers bearing 12% interest and maturing July 1, 2029.

Key Details

• SEPA with YA II PN, LTD.: up to $20M in prepaid advances (two tranches); first tranche $1.9M funded Jan 27, 2026; second tranche up to $18.1M contingent on an effective resale registration statement.
• Convertible Promissory Notes under SEPA: accrue 0% interest until Event of Default (then 18%); maturity Jan 27, 2027 (investor may extend); conversion formulas tied to VWAP with minimum floor and other adjustments. At closing investor advances are net of a 10% discount.
• Share issuance limits and fees: Company issued 175,000 commitment shares and paid a $50,000 structuring fee. Nasdaq-based Exchange Cap limits issuance under the SEPA to 22,381,878 shares (~19.99% of outstanding) unless stockholder approval obtained; investor ownership capped at 4.99% beneficial ownership. Registration rights were granted for resale of underlying shares.
• CEO convertible note: $3,300,000 issued Jan 29, 2026 to a trust controlled by CEO Thurman J. Rodgers; 12% interest, semiannual interest payments starting July 1, 2026; maturity July 1, 2029; convertible at holder’s option (initial conversion rate = 540.5405 shares per $1,000 principal); customary redemption and default provisions.

Why It Matters
This filing shows SunPower securing near-term financing capacity and an insider-financed convertible instrument. The SEPA provides flexibility to raise cash via prepaid advances and to sell shares to the investor (subject to caps and registration), which can help liquidity but can also dilute existing shareholders if and when conversions or advances are executed. The CEO’s $3.3M convertible note signals insider participation but also adds a convertible obligation that may convert into equity or require cash on maturity. Investors should note the dilution caps (≈19.99% exchange cap and 4.99% beneficial ownership limit), the registration requirement for additional funding, and the interest, maturity, and default terms of both sets of notes.