As Filed With the Securities and Exchange Commission on July 13, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Sunworks, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 01-0592299 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2270 Douglas Blvd, Suite #216
Roseville, CA 95661
(Address of principal executive offices)
Sunworks, Inc. 2016 Equity Incentive Plan
(Full title of the plan)
Gaylon Morris
Chief Executive Officer
2270 Douglas Blvd, Suite #216
Roseville, CA 95661
(916) 409-6900
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Christopher D. Ivey, Esq.
Stradling Yocca Carlson & Rauth, P.C.
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
(949) 725-4000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [ ] | Accelerated filer | [ ] | |
| Non-accelerated filer | [ ] (Do not check if a smaller reporting company) | Smaller reporting company | [X] | |
| 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 7(a)(2)(B) of the Securities Act. [ ]
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||||||||||
| Common Stock, par value $0.001 per share | ||||||||||||||||
| To be issued under the 2016 Plan | 1,240,000 | (2) | $ | 9.20 | (3) | $ | 11,408,000.00 | $ | 1,244.61 | |||||||
| Issued on April 12, 2021 under the 2016 Plan | 260,000 | (4) | $ | 12.15 | (5) | $ | 3,159,000.00 | $ | 344.65 | |||||||
| Total | 1,500,000 | $ | 14,567,000.00 | $ | 1,589.26 | |||||||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the registrant’s common stock, par value $0.001 per share (“Common Stock”) that become issuable under the Sunworks, Inc. 2016 Equity Incentive Plan (as amended, the “2016 Plan”), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding shares of Common Stock. |
| (2) | Represents 1,240,000 additional shares of Common Stock reserved for issuance pursuant to the 2016 Plan and not subject to awards previously issued pursuant to the 2016 Plan. Shares available for issuance under the 2016 Plan were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on February 7, 2017 (File No. 333-215938). See “Explanatory Note” for additional information. |
| (3) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act on the basis of the average of the high and low prices of the Common Stock as reported on The Nasdaq Capital Market on July 8, 2021. |
| (4) | Represents shares of Common Stock reserved for issuance pursuant to stock option awards granted on April 12, 2021, subject to and conditioned upon stockholder approval of an increase in the number of shares of Common Stock reserved for issuance under the 2016 Plan. |
| (5) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) promulgated under the Securities Act on the basis of $12.15 per share, which represents the exercise price of the stock option awards granted on April 12, 2021 as described in footnote 4. |
EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SHARES
Sunworks, Inc. is filing this Registration Statement on Form S-8 (this “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) for the purpose of registering an additional 1,500,000 shares of Common Stock that have been reserved for issuance under the Sunworks, Inc. 2016 Equity Incentive Plan (as amended, the “2016 Plan”), which includes (1) 260,000 shares subject to awards previously issued pursuant to the 2016 Plan, and (2) 1,240,000 shares reserved for issuance pursuant to the 2016 Plan and not subject to awards previously issued pursuant to the 2016 Plan. Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the registrant’s registration statement on Form S-8 filed with the SEC on February 7, 2017 (File No. 333-215938).
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Roseville, California on July 13, 2021.
| Sunworks, Inc. | ||
| By: | /s/ Gaylon Morris | |
| Gaylon Morris | ||
| Chief Executive Officer and Director | ||
KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Gaylon Morris, Judith Hall and Paul McDonnel, and each or any of them, acting individually, his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date | ||
| /s/ GAYLON MORRIS | Chief Executive Officer and Director | July 13, 2021 | ||
| Gaylon Morris | (Principal Executive Officer) | |||
| /s/ PAUL MCDONNEL | Interim Chief Financial Officer and Treasurer | July 13, 2021 | ||
| Paul McDonnel | (Principal Financial and Accounting Officer) | |||
| /s/ JUDITH HALL | Chairperson of the Board | |||
| Judith Hall | July 13, 2021 | |||
| /s/ RHONE RESCH | Director | |||
| Rhone Resch | July 13, 2021 | |||
| /s/ DANIEL GROSS | Director | |||
| Daniel Gross | July 13, 2021 | |||
| /s/ STANLEY SPEER | Director | |||
| Stanley Speer | July 13, 2021 |
