As filed with the Securities and Exchange Commission on August 3, 2022
Registration No. 333-265336
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT No. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SUNWORKS, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | | 01-0592299 (I.R.S. Employer Identification Number) |
1555 Freedom Boulevard
Provo, UT 84604
(385) 497-6955
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Gaylon Morris
Chief Executive Officer
Sunworks, Inc.
1555 Freedom Boulevard
Provo, UT 84604
(385) 497-6955
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Christopher D. Ivey, Esq.
Stradling Yocca Carlson & Rauth, P.C.
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
(949) 725-4000
Approximate date of commencement of proposed sale to public: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities and Exchange Act of 1934, as amended.
| Large accelerated filer | | ☐ | | Accelerated filer | | ☐ |
| Non-accelerated filer | | ☒ | | Smaller reporting company | | ☒ |
| | | | | 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 Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Pre-Effective Amendment No. 1, or this Amendment, to the Registration Statement on Form S-3 of Sunworks, Inc. (File No. 333-265336), initially filed on June 1, 2022, or the Registration Statement, is being filed as an exhibit-only filing to file an updated consent of KMJ Corbin & Company LLP, filed herewith as Exhibit 23.1, or the Consent. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the Consent filed herewith as Exhibit 23.1. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
| * | To be filed by amendment to this registration statement, or as an exhibit to a document to be incorporated by reference into this registration statement, in each case in connection with a particular offering of the securities. |
| | |
| ** | Previously filed. |
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Provo, State of Utah, on August 3, 2022.
| | SUNWORKS, INC. |
| | |
| | By: | /s/ Gaylon Morris |
| | | Gaylon Morris |
| | | Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | | Title | | Date |
| | | | | |
| /s/ Gaylon Morris | | Chief Executive Officer and Director | | August 3, 2022 |
| Gaylon Morris | | (Principal Executive Officer) | | |
| | | | | |
| /s/ Jason Bonfigt | | Chief Financial Officer | | August 3, 2022 |
| Jason Bonfigt | | (Principal Financial and Accounting Officer) | | |
| | | | | |
| * | | Chairperson of the Board | | August 3, 2022 |
| Judith Hall | | | | |
| | | | | |
| * | | Director | | August 3, 2022 |
| Stanley Speer | | | | |
| | | | | |
| * | | Director | | August 3, 2022 |
| Rhone Resch | | | | |
| | | | | |
| * | | Director | | August 3, 2022 |
| Patrick McCullough | | | | |
| *By: | /s/ Gaylon Morris | |
| | Gaylon Morris | |
| Attorney-in-fact | |
