Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Regulation FD Disclosure
Item 1.01 Entry into a Material Definitive Agreement. On June 29, 2026 and June 30, 2026, SunPower Inc. (the “Company”) entered into separately- and privately- negotiated agreements (the “Exchange Agreements”) with certain holders of its 12.0% Convertible Senior Notes due 2029 (the “12.0% Notes”), 10.0% Convertible Senior Secured Notes due 2029 (the “10.0% Notes”) and 7.0% Convertible Senior Notes…
SunPower Inc. (the “Company”) is the rebranded name of Complete Solaria, Inc. The rebranding was effective April 22, 2025 and became legally effective on October 17, 2025. We are headquartered in Orem, Utah.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On June 29, 2026 and June 30, 2026, SunPower Inc.
(the “Company”) entered into separately- and privately- negotiated agreements (the “Exchange Agreements”)
with certain holders of its 12.0% Convertible Senior Notes due 2029 (the “12.0% Notes”), 10.0% Convertible Senior
Secured Notes due 2029 (the “10.0% Notes”) and 7.0% Convertible Senior Notes due 2029 (the “7.0%
Notes” and together with the 12.0% Notes and the 10.0% Notes, collectively, the “Notes”).
Pursuant to the Exchange Agreements, the applicable
holders of Notes agreed to exchange (the “Exchange”) approximately $10.7 million of cash interest otherwise
payable on July 1, 2026, October 1, 2026 and January 1, 2027 (the “Exchanged Interest Amounts”) for 19,300,991
shares (the “Exchange Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common
Stock”). The transactions under the Exchange Agreements closed on, and the Exchange Shares were issued on, July 1, 2026.
As a result of the Exchange, the Exchanged Interest Amounts will not be payable in cash by the Company on the applicable payment dates
under the Notes. The Exchange Agreements include registration rights, representations and warranties and other covenants that are customary
for such exchange transactions.
The foregoing summary of the Exchange Agreements
is qualified in its entirety by reference to the copy of the form of Exchange Agreement attached as Exhibit 10.1 to this Current Report
on Form 8-K, and such Exhibit 10.1 is incorporated herein by reference.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.
The Company issued the Exchange Shares in reliance
upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”). The Exchange Shares have not been registered under the Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from registration requirements. This Current Report on Form 8-K shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.
Item 7.01. Regulation FD Disclosure.
On July 1, 2026, the Company issued a press
release announcing the Exchange. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and
in the accompanying Exhibit 99.1 shall not be incorporated by reference into any filing of the Company, whether made before or after
the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference
to such filing. The information in this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or
Sections 11 and 12(a)(2) of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
Number
─────────────────────────────────────────────────────────────────────────────────────────────
10.1 Form of Equity for Interest Exchange Agreement+*
99.1 Press Release, dated July 1, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
Certain of the exhibits and schedules to this exhibit have been
omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a copy of all omitted exhibits
and schedules to the SEC upon its request.
Portions of this exhibit are redacted in accordance with Item
601(b)(10)(iv) of Regulation S-K.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On July 1, 2026, the Company issued a press
release announcing the Exchange. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and
in the accompanying Exhibit 99.1 shall not be incorporated by reference into any filing of the Company, whether made before or after
the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference
to such filing. The information in this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or
Sections 11 and 12(a)(2) of the Securities Act.
Filed exhibits (1)
EX-99.1 (by filename) ea029660301ex99-1.htm
EX-99.1
3
ea029660301ex99-1.htm
PRESS RELEASE, DATED JULY 1, 2026
Exhibit 99.1
SunPower
Closes $10 Million Share Exchange
OREM, Utah (July 1, 2026) - SunPower
Inc. (“SunPower,” the “Company,” or Nasdaq: “SPWR”), a solar technology, services, and installation
company today announced it successfully closed on its offer for stock in exchange for $10 million cash due to certain holders for interest
on July 1, 2026 and January 1, 2027 for its Convertible Notes.
SunPower CEO, T.J. Rodgers said, “I want
to thank our investors once again for their continued support of SunPower, as the equity exchange was accepted by all but one investor,
who is currently out of the country. With our stock price being notably lower than its historical average, our current investors understand
that they have accumulated shares at a very attractive price and therefore gained ownership in the company.
Rodgers added, “As previously discussed,
the Q2’26 quarter appears to have been not only our bottom quarter, but also that of the whole U.S. residential solar industry.
The company has taken multiple steps to reduce costs and increase financial flexibility, and we enter the third quarter with record backl…