UNITED STATES

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~~Date of earliest event reported): ~~June~~May 2930, ~~2022~~2023 (May 23, 2023)

Vecta Inc.

(Exact name of registrant as specified in its charter)

Maryland	~~000~~46-~~55005~~3001280	~~46-3001280~~
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

56 Main Street, Irvington, New York		10533
One World Trade Center, Suite 8500, New York, NY		10007
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)		(Zip Code)

Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code: ~~(914) 591~~212-~~8000~~280-1000

~~(Former Name or Former Address, if Changed Since Last Report):~~ N/A

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

☐	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~~Each ~~class~~Class Trading Symbol(s) Name of each exchange on which registered ~~None~~(Not Applicable) (Not Applicable) (Not Applicable)

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

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. ☐

Item 14.01. ~~Entry~~Changes ~~Into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

OnEffective ~~June~~May 2923, ~~2022~~2023, ~~Vecta~~the ~~Inc.~~Audit ~~(f/k/a~~Committee ~~Sunnyside~~of ~~Bancorp,~~the ~~Inc.)~~Board of Directors (the “~~Company~~Board”) ~~entered~~of ~~into~~Vecta aInc. ~~subscription agreement~~ (the “~~Subscription Agreement~~Company”) ~~with~~approved the ~~its~~engagement ~~sole~~of ~~shareholder,~~Marcum ~~Vecta~~LLP ~~Partners LLC, a Delaware limited liability company~~ (“~~Shareholder~~Marcum”), ~~pursuant to~~as ~~which Shareholder purchased 222,222 shares of common stock of~~ the Company,’s ~~par~~independent ~~value~~accounting ~~$0.01~~firm ~~per~~for ~~share (~~the ~~“Subscription~~year ~~Shares”)~~ending December 31, ~~at $20~~2023.25 ~~per~~The ~~share~~engagement ~~for~~of ~~total~~Marcum ~~aggregate~~followed ~~gross~~the ~~proceeds~~resignation of ~~$4,500,000~~Fontanella inAssociates aLLC ~~private placement~~ (~~the~~ “~~Sale~~Fontanella”)., ~~Shareholder is an accredited investor and there were no underwriting discounts or commissions paid in~~ the ~~Sale. Mark M. Silber, a member of our board~~Company’s offormer ~~directors,~~independent isaccounting ~~the sole member of Shareholder~~firm.

The ~~foregoing~~reports ~~description~~ of ~~the~~Fontanella ~~Subscription~~on ~~Agreement~~the isCompany’s ~~not~~financial ~~complete~~statements ~~and~~as isof ~~subject to~~ and ~~qualified~~for inthe ~~its~~year ~~entirety~~ended byDecember ~~reference to the Subscription Agreement~~31, ~~which~~2021 isand ~~filed~~ as ~~Exhibit~~of ~~10.1 hereto~~ and for the ~~terms~~seven ofmonths ~~which~~ended ~~are~~December ~~incorporated~~31, by2022 ~~reference~~contained ~~herein.~~no ~~The~~adverse ~~Subscription Agreement~~opinion ~~attached hereto is not intended to provide any other information about the Company~~ or ~~the~~disclaimer ~~Shareholder~~of ~~and~~opinion ~~their respective affiliates. The representations, warranties~~ and ~~covenants contained in the Subscription Agreement~~ were ~~made~~not ~~only~~qualified ~~for~~or ~~purposes~~modified as ofto ~~that agreement~~uncertainty, ~~are~~audit ~~solely~~scope ~~for~~or ~~the~~accounting ~~benefit~~principles. ofDuring the ~~parties~~years toended ~~the~~December ~~Subscription~~31, ~~Agreement~~2021 and ~~may~~2022 beand ~~subject~~through toMay ~~limitations~~22, ~~agreed upon by the~~2023, ~~contracting~~there ~~parties.~~were ~~Persons~~no ~~other~~disagreements ~~than~~with ~~the~~Fontanella ~~parties~~on toany ~~the~~matter ~~Subscription~~of ~~Agreement~~accounting ~~should~~principles ~~not~~or ~~rely~~practices, onfinancial ~~the~~statement ~~representations~~disclosure, ~~warranties~~ or ~~covenants~~auditing scope or ~~any~~procedure, ~~description~~which ~~thereof~~if asnot ~~characterizations~~resolved ofto ~~the~~Fontanella’s ~~actual~~satisfaction, ~~state~~would ofhave ~~facts~~caused orit ~~condition~~to ofmake ~~the~~reference ~~parties~~to ~~thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning~~ the subject matter of ~~representations~~the ~~and~~disagreement ~~warranties may~~in ~~change~~connection ~~after~~with ~~the~~its ~~date~~reports ofon the ~~Subscription~~Company’s ~~Agreement~~financial statements, ~~which~~and ~~subsequent~~there ~~information~~have ~~may~~been orno ~~may~~reportable ~~not~~events as bedescribed ~~fully~~in ~~reflected~~Item in304(a)(1)(v) ~~the~~of ~~Company’s public~~Regulation ~~disclosures~~S-K.

~~Item~~The ~~3.02.~~Company ~~Unregistered~~provided ~~Sales~~Fontanella with a copy of ~~Equity~~this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that Fontanella furnish the Company with a letter addressed to the SEC stating whether Fontanella agrees with the above statements. A copy of the letter, dated May 30, 2023, is filed as Exhibit 16.1 to this Current Report on Form 8-K and incorporated herein by reference.

~~The~~During ~~information~~the ~~provided~~fiscal inyears ~~Item~~ended ~~1.01~~December of31, ~~this~~2022 ~~Current~~and ~~Report~~2021, onand ~~Form~~through ~~8-K~~May is22, ~~hereby~~2023, ~~incorporated~~neither bythe ~~reference~~Company, innor ~~this~~anyone ~~Item~~on ~~3.02.~~its ~~The~~behalf, ~~Subscription~~consulted ~~Shares~~with ~~issued~~Marcum ~~pursuant~~regarding the application of accounting principles to a specified transaction, either completed or proposed, or the ~~Subscription~~type of ~~Agreement~~audit ~~were~~opinion ~~not~~that ~~registered~~might ~~under~~be rendered by Marcum on the ~~Securities~~Company’s ~~Act~~financial ofstatements ~~1933,~~or asany ~~amended~~matter (that was either the ~~“Securities~~subject ~~Act”),~~of ~~and~~a ~~were~~“disagreement,” ~~issued~~as described in ~~reliance~~Item on304(a)(1)(iv) ~~the~~of ~~exemption~~Regulation ~~from~~S-K, ~~registration~~or ~~requirements~~any ~~thereof~~“reportable ~~provided~~events,” byas ~~Section~~defined in 4Item 304(a)(21)(v) of ~~the~~Regulation ~~Securities Act~~S-K.

Item 5.0302. ~~Amendments~~Departure ~~to Articles~~ of ~~Incorporation~~Directors or ~~Bylaws~~Certain Officers; ~~Change~~Election inof ~~Fiscal~~Directors; ~~Year~~Appointment of Principal Officers.

~~Change~~On May 23, 2023, the Board of the Company, upon the recommendation of its Nominating and Corporate ~~Name~~Governance Committee, appointed Avery Weisz and Jeffrey Zwick as directors of the Company.

~~Effective July 18, 2022, the Company amended its charter to change its name from Sunnyside Bancorp, Inc to Vecta Inc.~~ The ~~name change was effected~~ ~~pursuant~~Board tohas ~~Articles~~not ofyet ~~Amendment~~determined toon ~~the~~which ~~charter~~committees of the ~~Company~~Board ~~(the~~Messrs. ~~“Amendment”),~~Zwick ~~which were filed with the Maryland State Department of Assessments~~ and ~~Taxation~~Weisz onwill ~~July 18, 2022~~serve. ~~A copy of the Amendment is attached hereto as Exhibit 3.1.~~

~~Increase~~Mr. Zwick is a founding partner of Jeffrey Zwick & Associates, P.C., an internationally recognized law firm representing a broad range of clients in connection with the ~~Number~~development, ownership, and financing of ~~Authorized~~real ~~Shares~~estate projects. Mr. Zwick’s expertise includes large-scale development, mixed-use, commercial, retail, and residential real estate projects. Mr. Zwick holds a degree in accounting from Touro College, a Master’s in Business Administration from Baruch College and a Juris Doctor from Brooklyn Law School.

~~The~~Mr. ~~Amendment,~~Weisz ~~effective~~is ~~as of July 18, 2022, also (i) increased~~ the ~~total~~managing ~~number~~principal ofand ~~authorized~~founder ~~shares~~ of ~~capital~~Levon ~~stock~~Capital ~~of the Company from 31~~LLC,~~000,000~~ ~~shares~~an toasset ~~102,000,000~~based ~~shares,~~lending ~~(ii)~~platform ~~increased~~and ~~the~~investment ~~total~~firm. ~~number~~Mr. ofWeisz ~~shares~~has over of15 ~~common~~years ~~stock~~ of ~~the~~experience ~~Company,~~in ~~par~~commercial ~~value~~real ~~$0.01~~estate ~~per share,~~bridge ~~from 30~~lending,~~000,000~~ ~~shares~~structuring toequity ~~100,000,000~~deals ~~shares,~~for ~~and~~various ~~(iii)~~real ~~increased~~estate ~~the~~purchases ~~total~~and restructuring ~~number~~debt ofwith ~~shares~~borrowers ~~designated~~and asdevelopers ~~preferred stock~~ of ~~the~~ ~~Company,~~all ~~par~~property ~~value~~types ~~$0.01~~and ~~per share, from 1,000,000 shares to 2,000,000 shares~~classes.

~~The~~There ~~foregoing~~are ~~description~~no oftransactions ~~the~~that ~~Amendment~~would isbe ~~subject~~required to be reported under Item 404(a) of Regulation S-K, and ~~qualified~~there inare ~~its~~no ~~entirety~~arrangements byor ~~reference~~understandings between toMessrs. ~~the~~Zwick ~~Amendment,~~and aWeisz ~~copy~~and ofany ~~the~~other person pursuant to which is ~~attached~~they ~~hereto~~were selected as ~~Exhibit 3~~directors.1.

For their service on the Board, each of Messrs. Zwick and Weisz will receive compensation as a director in accordance with the Company’s non-employee director compensation practices described under the “Director Fees” section of Item 11 (Executive Compensation) 9of Amendment No.~~01.~~ ~~Financial~~1 ~~Statements~~to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2022 filed with the Securities and ~~Exhibits~~Exchange Commission on April 28, 2023.

~~(d)~~Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
3.1		Articles of Amendment to the Company’s Charter
10.1		Subscription Agreement, dated June 29, 2022, between the Company and Vecta Partners LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

(d) Exhibits

SIGNATURE

Exhibit		Description
16.1		Letter, dated May 30, 2023 from Fontanella Associates LLC to the Securities and Exchange Commission, regarding change in certifying accountant of the Company.
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 hereunto duly authorized.

	VECTA INC.
Dated: July 21, 2022	By:	/s/ Fredrick Schulman
Dated: May 30, 2023	By:	/s/ Fredrick Schulman
	Name:	Fredrick Schulman
	Title:	Chairman, President and Chief Executive Officer

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