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): May 2031, 2024 (May 1424, 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 31.01. ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

AsClean ~~previously disclosed in iSun~~Royalties, ~~Inc.’s~~LLC (the “Company”) Current Report on Form 8-K filed on May 19, 2023, the Company received notice from The Nasdaq Stock Market (“Nasdaq”) indicating that the Company did not satisfy Nasdaq Listing Rule 5500(a)(2), insofar as the bid price for the Company’s Common Stock was less than $1.00 per share for the previous 30 consecutive business days, and in accordance with the Nasdaq Listing Rules, the Company had been provided a 180-day grace period within which to regain compliance with that requirement, through May 13, 2024.Financing

On May 1415, 2024, ~~the~~iSun, ~~Company~~Inc., ~~received~~ a ~~second~~Delaware ~~letter~~corporation ~~from~~ (the ~~Nasdaq~~“Company”) ~~Listing~~and ~~Qualifications~~its ~~Staff~~wholly-owned ~~indicating~~subsidiaries ~~that,~~and ~~based~~entities ~~upon~~entered ~~the Company’s~~into ~~continued~~a ~~non-compliance~~Senior ~~with~~Secured ~~Nasdaq~~Promissory ~~Listing~~Note ~~Rule 5550~~(athe “Note”) and a Security Agreement (2the “Security Agreement”) with Clean Royalties, ~~the~~LLC ~~Company’s~~(“Clean ~~securities~~Royalties”), ~~would~~an beaffiliate ~~subject~~of toSiltstone ~~delisting~~Capital, ~~from~~LLC, ~~The~~providing ~~Nasdaq Capital~~for ~~Market~~a ~~unless~~loan to the Company ~~timely~~in the ~~requests~~maximum aamount ~~hearing~~of ~~before~~$1.0 amillion ~~Nasdaq~~(the ~~hearings panel~~“Loan”).

~~The~~On May 15, 2024, the Company, ~~does~~Clean ~~not~~Royalties, ~~intend~~and tothe ~~request~~Company’s current senior lender, Decathlon Growth Credit, LLC (“Decathlon”) entered into a ~~hearing~~Letter ~~before~~Agreement (the “Letter Agreement”) in connection with the Loan. Under the Letter Agreement, the parties agreed that ~~panel~~the Loan, in ~~regards~~the amount of up to ~~non~~$1,000,000, will be secured by Clean Royalties’ first-~~compliance~~priority ~~with~~security ~~Nasdaq~~interest ~~Listing~~in the ~~Rule~~Collateral, ~~5500~~as defined in the Security Agreement. Clean Royalties retains the option to provide debtor-in-possession (a“DIP”)~~(2) and,~~ asfunding ato ~~result,~~the ~~trading~~Company ofshould the Company’s ~~Common~~become ~~Stock~~a ondebtor-in-possession in a Chapter 11 bankruptcy proceeding seeking a sale under Section 363 of the Bankruptcy Code. The ~~Nasdaq~~Loan, ~~Capital~~plus ~~Market~~any approved DIP funding may not exceed $4,000,000 in total principal, and the amount of the Loan will be ~~suspended~~treated as if it was initially included in the DIP funding. The DIP funding will bear interest at the ~~opening~~Secured Overnight Financing Rate, plus 18%, accrued monthly. The Company will reimburse up to $150,000 of ~~business~~Clean onRoyalties’ legal and professional ~~May~~fees ~~23,~~and ~~2024~~out-of-pocket expenses in connection with the Loan. The Letter Agreement further provides that Clean Royalties may submit a “stalking horse bid” to the applicable Bankruptcy Court in the amount of $10,000,000.

The ~~Company~~Note ~~anticipates~~requires ~~pursuing~~payment ~~the~~in ~~trading~~full of ~~its~~all ~~Common~~principal ~~Stock~~and accrued interest on ~~the~~December ~~OTC~~31, ~~market~~2024. The ~~Company~~principal ~~can~~amount ~~provide~~of no$500,000 ~~assurance~~was ~~that~~advanced to the ~~Common Stock~~Company ~~will~~on ~~commence~~May or15, ~~continue~~2024, and an additional principal amount of $500,000 was advanced to ~~trade~~the Company on ~~this~~May ~~market~~24, ~~whether~~2024. ~~broker-dealers~~Advances of ~~will~~principal ~~continue~~under tothe ~~provide~~Note ~~public~~are ~~quotes~~secured by all property of the ~~Common Stock~~Company onand ~~this~~the ~~market,~~Company’s ~~whether~~wholly-owned ~~the~~subsidiaries ~~trading~~and ~~volume~~entities pursuant ofto the ~~Common~~Security ~~Stock~~Agreement. ~~will~~The beSecurity ~~sufficient~~Agreement toincludes ~~provide~~customary ~~for~~representations anand ~~efficient~~warranties, ~~trading~~covenants ~~market~~and orevents of ~~whether~~default. ~~quotes~~Amounts ~~for~~outstanding and otherwise due under the ~~Common~~Note ~~Stock~~may ~~will~~be ~~continue~~accelerated onfor ~~this~~typical ~~market~~defaults inincluding, but not limited to, the ~~future~~failure to make payments when due, or the failure to perform any covenant.

The ~~Company~~foregoing ~~does~~summary ~~not~~of ~~anticipate~~the ~~that~~Note, the ~~foregoing~~Security ~~affect~~Agreement, and the ~~Company’s~~Letter ~~business~~Agreement ~~operations~~does ornot purport to be complete and is qualified in its entirety ~~reporting~~by ~~with~~reference to the ~~Securities~~text of the Note, the Security Agreement, and the Letter Agreement copies of which are filed as Exhibits ~~Exchange~~10.1, ~~Commission~~10.2, and 10.3, respectively, hereto and incorporated herein by reference.

~~Item~~The ~~9.01.~~Company ~~Financial~~and ~~Statements~~its wholly-owned subsidiaries and ~~Exhibits~~entities have retained bankruptcy counsel and are conducting the necessary preliminary activities to prepare to file a Chapter 11 petition in the United States Bankruptcy Court for the District of Delaware if the Board of the Company approves the filing of a Chapter 11 petition.

~~(d)~~Item ~~Exhibits~~2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

99.1		Letter from Brie Charles, Director, Nasdaq Listing Qualifications
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information set forth in Item 1.01 is incorporated herein by reference.

Item 9.01. Exhibits.

10.1		Senior Secured Promissory Note, dated May 15, 2024, by and between iSun, Inc. and Clean Royalties, LLC

10.2		Security Agreement, dated May 15, 2024, by and among iSun, Inc. and its Subsidiaries and Clean Royalties, LLC

10.3		Letter Agreement, dated May 15, 2024, by and among iSun, Inc., Clean Royalties, LLC and Decathlon Growth Credit, LLC

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: May 2031, 2024

	iSun, Inc.

	By:	/s/ Jeffrey Peck
	Name:	Jeffrey Peck
	Title:	Chief Executive Officer

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