UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~April 1122, 2024 (~~March~~April 1116, 2024)

ISUN, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-37707

47-2150172

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

400 Avenue D, Suite 10, Williston, Vermont 05495 (Address of Principal Executive Offices) (Zip Code) (802) 658-3378 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)

(Address of Principal Executive Offices) (Zip Code)

(802) 658-3378

(Registrant’s telephone number, including area code)

(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:

☐	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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		ISUN		Nasdaq Capital Market

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 1.01 Entry into a Material Definitive Agreement.

The description of Robert J. Zulkoski’s Employment Agreement in Item 5.02 is incorporated by reference into this Item 1.01.

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

~~Appointment~~Relinquishment ofby Robert J. Zulkoski of role as Chief Executive Officer.

Effective ~~March~~April 1116, 2024, ~~the Board of Directors (the “Board”) of iSun, Inc. (“iSun” or the “Company”) appointed~~ Robert J. Zulkoski torelinquished ~~serve~~his role as Chief Executive Officer of the Company.

~~Mr.~~Appointment ~~Zulkoski, age 62, has over 30 years~~ of ~~experience~~Jeffrey inPeck global finance and investment management. As a general partner he has invested over US$5BN of fiduciary capital. His current activities are focused on social impact projects and initiatives. He is currently Managing Partner of Conduit Capital Holdings US, a holding company established to hold a portfolio of interests in a variety of social and environmental impact investment management platforms and investments in the United States and Senior Advisor to Rural Works, an impact investment fund. From 2017 to 2023 he served in various capacities related to The Conduit, a platform for impact investments based in London. He served as ~~Founding~~Chief ~~Shareholder and Director of The Conduit (2017-2019), Founder and Non-~~Executive ~~Director~~Officer ~~of Conduit Connect (2020-2023)~~ and ~~Founder~~ ~~and~~Interim Chief ~~Executive~~Financial Officer ~~of Conduit Capital Partners (2019-2023)1~~

~~Zulkoski~~Effective April 16, 2024, the Board appointed Jeffrey Peck to serve as Chief Executive Officer and Interim Chief Financial Officer. Effective April 17, 2024, Mr. Peck resigned as Interim Chief Financial Officer. In connection with his appointment, the Company and Mr. Peck have modified Mr. Peck’s Employment Agreement to designate his title as Chief Executive Officer, reporting to the Board.

InAppointment ~~connection~~of ~~with~~Rob ~~Mr.~~Vanderbeek ~~Zulkoski’s appointment~~ as Interim Chief ~~Executive~~Financial Officer, the Company entered into an Employment Agreement with Mr. Zulkoski (the “Employment Agreement”). The Employment Agreement provides that Mr. Zulkoski’s employment is “at will”. The Employment Agreement provides for an annual base salary of $250,000, with an annual target bonus of 100% of Mr. Zulkoski’s base salary. In addition, Mr. Zulkoski has been granted options to acquire 4,000,000 shares of Common Stock of the Company. Option with respect to ½ of the shares vest as of March 11, 2024 and ½ as of December 31, 2024.

~~Termination~~Effective ofApril ~~Employment. Under the Employment Agreement~~17, ~~Mr.~~2024, ~~Zulkoski may terminate his employment at any time by giving one months’ notice to~~ the Board. ~~The~~appointed ~~Company~~Rob ~~may~~Vanderbeek ~~terminate Mr. Zulkoski’s employment without cause by giving one months’ notice~~ to ~~Mr. Zulkoski.~~serve ~~The~~as ~~Company~~Interim ~~may~~Chief ~~terminate~~Financial ~~Mr.~~Officer ~~Zulkoski’s~~pursuant ~~employment immediately, at any time, without notice, for “cause”. “Cause” includes, but is not limited~~ to ~~termination based on any of the following grounds: (~~a) ~~fraud,~~Letter ~~misappropriation, embezzlement or acts~~ of ~~similar~~Engagement ~~dishonesty; (b) conviction of a felony involving moral turpitude; (c) illegal use of drugs or use of alcohol in the~~between ~~workplace;~~Novo ~~(d)~~Advisors, ~~intentional~~LLC and ~~willful misconduct that may subject~~ the Company, todated ~~criminal~~April ~~or civil liability; (e) material breach of the Employee’s duty of loyalty~~16, ~~including~~2024. ~~the~~Mr. ~~diversion~~Vanderbeek orwill ~~usurpation~~not ofreceive ~~corporate~~any ~~opportunities~~direct ~~properly~~compensation ~~belonging~~from to the Company; other ~~(f)~~than ~~willful~~indirectly ~~disregard~~in ofconnection ~~Company~~with ~~policies~~the ~~and~~fees ~~procedures;~~paid ~~(g)~~by ~~breach of any of~~ the ~~material~~Company ~~terms of this Agreement; and (h) insubordination or deliberate refusal~~ to ~~follow~~Novo ~~the~~Advisors, ~~instructions of the Board of Directors of the Company~~LLC.

~~Death~~Mr. orVanderbeek ~~Disability.~~is Ifa ~~Mr.~~partner ~~Zulkoski~~with isNovo ~~terminated~~Advisors, ~~due~~LLC, toand ~~death~~has ormore ~~“disability,”~~than ~~then~~30 ~~Mr.~~years ~~Zulkoski’s~~of ~~heirs~~restructuring, ~~beneficiaries,~~performance improvement and a deep understanding ~~successors,~~of orcorporate ~~assigns~~finance ~~will~~and ~~not~~due bediligence ~~entitled~~in toa ~~any~~broad range of ~~the~~industries, ~~compensation~~including orhealthcare, ~~benefits~~renewable toenergy, ~~which~~financial ~~Mr.~~services, ~~Zulkoski~~transportation and istrucking, ~~entitled~~manufacturing, ~~under~~mortgage ~~the~~products, ~~Employment Agreement~~real estate, retail, hospitality, equipment leasing and distribution.

~~Noncompetition~~Mr. ~~The~~Vanderbeek ~~Employment~~has ~~Agreement~~led ~~provides~~many ~~that~~companies Mrfacing operational and financial challenges through the restructuring and sales processes for various constituents. ~~Zulkoski~~He ~~will~~has ~~not~~served ~~compete,~~as ~~directly~~interim orCOO, ~~indirectly~~CFO, ~~with~~Treasurer ~~the~~and ~~business~~other ofinterim ~~the~~mandates ~~Company~~related ~~in the~~to ~~United~~complex ~~States~~matters ~~for~~and ahas ~~period~~also ofplayed key 18roles ~~months~~in ~~following~~operational ~~termination~~cost ofrationalization ~~his employment~~efforts.,

The foregoing description of the Employment Agreement is not meant to be complete and is qualified in its entirety by reference to the Employment Agreement, which is included as Exhibit 10.1 to this report and incorporated herein by reference.

Jeffrey Peck Designated as Senior Advisor.

In connection with Mr. Zulkoski’s appointment as Chief Executive Officer, the Company has modified Mr. Peck’s Employment Agreement to designate his title to Senior Advisor, reporting to the Company’s CEO. Mr. Peck continues as a full-time employee of the Company. .

Item 7.01. Regulation FD Disclosure

On ~~March~~April ~~11.~~22, 2024, the Company issued a press release with respect to Mr. Zulkoski relinquishing his role as Chief Executive Officer, Mr. Peck’s appointment as Chief Executive Officer and Mr. ~~Peck~~ Vanderbeek’s ~~designation~~appointment as ~~Senior~~Interim ~~Advisor~~Chief Financial Officer. The full text of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

Item 9.01. Exhibits.

10.1		Employment Agreement between iSun, Inc. and Robert J. Zulkoski, dated March 11, 2024
99.1		Press Release of iSun, Inc., dated April 22, 2024.
99.1		Press Release of iSun, Inc., dated March 11, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

Dated: ~~March~~April 1122, 2024

iSun, Inc. By: /s/ ~~Robert~~Jeffrey J.Peck ~~Zulkoski~~ Name: ~~Robert~~Jeffrey J.Peck ~~Zulkoski~~ Title: Chief Executive Officer

Filing Compare · ISUN, INC.