Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
ISUN, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
465246106
(CUSIP Number)
Jeffrey Peck, 400 Avenue D, Suite 10, Williston, VT 05495 (802) 658-3378
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 3, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. |
Names of reporting persons
Jeffrey Peck |
|
| 2. |
Check the appropriate box if a member of group (See Instructions)
|
(a) ☒ (b) ☐ |
| 3. |
SEC use only
|
|
| 4. |
Source of funds (See Instructions)
SC |
|
| 5. |
Check if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)
|
☐ |
| 6. |
Citizenship or place of organization
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7.
|
Sole voting power
3,021,838 |
|
|
8.
|
Shared voting power
0 |
||
|
9.
|
Sole dispositive power
1,563,055 |
||
| 10. |
Shared dispositive power
0 |
| 11. |
Aggregate amount beneficially owned by each reporting person
3,021,838 |
|
| 12. |
Check if the aggregate amount in row (11) excludes certain shares (See Instructions)
|
☐ |
| 13. |
Percent of class represented by amount in row (11)
17.74% |
|
| 14. |
Type of reporting person (See Instructions)
IN |
| 1. |
Names of reporting persons
Veroma, LLC |
|
| 2. |
Check the appropriate box if a member of group (See Instructions)
|
(a) ☒ (b) ☐ |
| 3. |
SEC use only
|
|
| 4. |
Source of funds (See Instructions)
SC |
|
| 5. |
Check if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)
|
☐ |
| 6. |
Citizenship or place of organization
State of New York |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7.
|
Sole voting power
0 |
|
|
8.
|
Shared voting power
0 |
||
|
9.
|
Sole dispositive power
0 |
||
| 10. |
Shared dispositive power
164,618 |
| 11. |
Aggregate amount beneficially owned by each reporting person
164,618 |
|
| 12. |
Check if the aggregate amount in row (11) excludes certain shares (See Instructions)
|
☐ |
| 13. |
Percent of class represented by amount in row (11)
0.92% |
|
| 14. |
Type of reporting person (See Instructions)
IN |
| 1. |
Names of reporting persons
Michael d’Amato |
|
| 2. |
Check the appropriate box if a member of group (See Instructions)
|
(a) ☒ (b) ☐ |
| 3. |
SEC use only
|
|
| 4. |
Source of funds (See Instructions)
SC |
|
| 5. |
Check if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)
|
☐ |
| 6. |
Citizenship or place of organization
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7.
|
Sole voting power
0 |
|
|
8.
|
Shared voting power
0 |
||
|
9.
|
Sole dispositive power
132,256 |
||
| 10. |
Shared dispositive power
164,618 |
| 11. |
Aggregate amount beneficially owned by each reporting person
296,874 |
|
| 12. |
Check if the aggregate amount in row (11) excludes certain shares (See Instructions)
|
☐ |
| 13. |
Percent of class represented by amount in row (11)
1.67% |
|
| 14. |
Type of reporting person (See Instructions)
IN |
| 1. |
Names of reporting persons
Roger G. Branton |
|
| 2. |
Check the appropriate box if a member of group (See Instructions)
|
(a) ☒ (b) ☐ |
| 3. |
SEC use only
|
|
| 4. |
Source of funds (See Instructions)
SC |
|
| 5. |
Check if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)
|
☐ |
| 6. |
Citizenship or place of organization
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7.
|
Sole voting power
0 |
|
|
8.
|
Shared voting power
0 |
||
|
9.
|
Sole dispositive power
0 |
||
| 10. |
Shared dispositive power
275,000 |
| 11. |
Aggregate amount beneficially owned by each reporting person
275,000 |
|
| 12. |
Check if the aggregate amount in row (11) excludes certain shares (See Instructions)
|
☐ |
| 13. |
Percent of class represented by amount in row (11)
1.54% |
|
| 14. |
Type of reporting person (See Instructions)
IN |
| 1. |
Names of reporting persons
Branton Partners, LLC |
|
| 2. |
Check the appropriate box if a member of group (See Instructions)
|
(a) ☒ (b) ☐ |
| 3. |
SEC use only
|
|
| 4. |
Source of funds (See Instructions)
SC |
|
| 5. |
Check if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)
|
☐ |
| 6. |
Citizenship or place of organization
State of Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7.
|
Sole voting power
0 |
|
|
8.
|
Shared voting power
0 |
||
|
9.
|
Sole dispositive power
0 |
||
| 10. |
Shared dispositive power
275,000 |
| 11. |
Aggregate amount beneficially owned by each reporting person
275,000 |
|
| 12. |
Check if the aggregate amount in row (11) excludes certain shares (See Instructions)
|
☐ |
| 13. |
Percent of class represented by amount in row (11)
1.54% |
|
| 14. |
Type of reporting person (See Instructions)
OO |
| 1. |
Names of reporting persons
Richard L. Mooers |
|
| 2. |
Check the appropriate box if a member of group (See Instructions)
|
(a) ☒ (b) ☐ |
| 3. |
SEC use only
|
|
| 4. |
Source of funds (See Instructions)
SC |
|
| 5. |
Check if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)
|
☐ |
| 6. |
Citizenship or place of organization
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7.
|
Sole voting power
0 |
|
|
8.
|
Shared voting power
0 |
||
|
9.
|
Sole dispositive power
0 |
||
| 10. |
Shared dispositive power
275,000 |
| 11. |
Aggregate amount beneficially owned by each reporting person
275,000 |
|
| 12. |
Check if the aggregate amount in row (11) excludes certain shares (See Instructions)
|
☐ |
| 13. |
Percent of class represented by amount in row (11)
1.54% |
|
| 14. |
Type of reporting person (See Instructions)
IN |
| 1. |
Names of reporting persons
Mooers Partners, LLC |
|
| 2. |
Check the appropriate box if a member of group (See Instructions)
|
(a) ☒ (b) ☐ |
| 3. |
SEC use only
|
|
| 4. |
Source of funds (See Instructions)
SC |
|
| 5. |
Check if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)
|
☐ |
| 6. |
Citizenship or place of organization
State of Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7.
|
Sole voting power
0 |
|
|
8.
|
Shared voting power
0 |
||
|
9.
|
Sole dispositive power
0 |
||
| 10. |
Shared dispositive power
275,000 |
| 11. |
Aggregate amount beneficially owned by each reporting person
275,000 |
|
| 12. |
Check if the aggregate amount in row (11) excludes certain shares (See Instructions)
|
☐ |
| 13. |
Percent of class represented by amount in row (11)
1.54% |
|
| 14. |
Type of reporting person (See Instructions)
OO |
| 1. |
Names of reporting persons
Corundum AB |
|
| 2. |
Check the appropriate box if a member of group (See Instructions)
|
(a) ☒ (b) ☐ |
| 3. |
SEC use only
|
|
| 4. |
Source of funds (See Instructions)
SC |
|
| 5. |
Check if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)
|
☐ |
| 6. |
Citizenship or place of organization
Sweden |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7.
|
Sole voting power
0 |
|
|
8.
|
Shared voting power
0 |
||
|
9.
|
Sole dispositive power
0 |
||
| 10. |
Shared dispositive power
90,660 |
| 11. |
Aggregate amount beneficially owned by each reporting person
90,660 |
|
| 12. |
Check if the aggregate amount in row (11) excludes certain shares (See Instructions)
|
☐ |
| 13. |
Percent of class represented by amount in row (11)
0.51% |
|
| 14. |
Type of reporting person (See Instructions)
OO |
| 1. |
Names of reporting persons
Mats Wennberg |
|
| 2. |
Check the appropriate box if a member of group (See Instructions)
|
(a) ☒ (b) ☐ |
| 3. |
SEC use only
|
|
| 4. |
Source of funds (See Instructions)
SC |
|
| 5. |
Check if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)
|
☐ |
| 6. |
Citizenship or place of organization
Sweden |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7.
|
Sole voting power
0 |
|
|
8.
|
Shared voting power
0 |
||
|
9.
|
Sole dispositive power
0 |
||
| 10. |
Shared dispositive power
90,660 |
| 11. |
Aggregate amount beneficially owned by each reporting person
90,660 |
|
| 12. |
Check if the aggregate amount in row (11) excludes certain shares (See Instructions)
|
☐ |
| 13. |
Percent of class represented by amount in row (11)
0.51% |
|
| 14. |
Type of reporting person (See Instructions)
OO |
| 1. |
Names of reporting persons
John P. Comeau |
|
| 2. |
Check the appropriate box if a member of group (See Instructions)
|
(a) ☒ (b) ☐ |
| 3. |
SEC use only
|
|
| 4. |
Source of funds (See Instructions)
SC |
|
| 5. |
Check if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)
|
☐ |
| 6. |
Citizenship or place of organization
United States Citizen |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7.
|
Sole voting power
0 |
|
|
8.
|
Shared voting power
0 |
||
|
9.
|
Sole dispositive power
29,749 |
||
| 10. |
Shared dispositive power
0 |
| 11. |
Aggregate amount beneficially owned by each reporting person
29,749 |
|
| 12. |
Check if the aggregate amount in row (11) excludes certain shares (See Instructions)
|
☐ |
| 13. |
Percent of class represented by amount in row (11)
0.17% |
|
| 14. |
Type of reporting person (See Instructions)
IN |
| 1. |
Names of reporting persons
Sassoon M. Peress |
|
| 2. |
Check the appropriate box if a member of group (See Instructions)
|
(a) ☒ (b) ☐ |
| 3. |
SEC use only
|
|
| 4. |
Source of funds (See Instructions)
SC |
|
| 5. |
Check if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)
|
☐ |
| 6. |
Citizenship or place of organization
Canada |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7.
|
Sole voting power
0 |
|
|
8.
|
Shared voting power
0 |
||
|
9.
|
Sole dispositive power
491,500 |
||
| 10. |
Shared dispositive power
0 |
| 11. |
Aggregate amount beneficially owned by each reporting person
491,500 |
|
| 12. |
Check if the aggregate amount in row (11) excludes certain shares (See Instructions)
|
☐ |
| 13. |
Percent of class represented by amount in row (11)
2.76% |
|
| 14. |
Type of reporting person (See Instructions)
IN |
| Item 1. | Security and Issuer |
The securities covered by this Schedule 13D are shares of Common Stock, par value $0.0001 per share (the “Common Stock”) of iSun, Inc. formerly known as The Peck Company Holdings, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 400 Avenue D, Suite 10, Williston, Vermont 05495.
| Item 2. | Identity and Background |
| (a), (f) | This statement is being fi led on behalf of: |
| (i) | Jeffrey Peck, a citizen of the United States of America; | |
| (ii) | Veroma, LLC, a New York limited liability company (“Veroma”) | |
| (iii) | Michael d’Amato, a citizen of the United States of America; | |
| (iv) | Roger G. Branton, a citizen of the United States of America; | |
| (v) | Branton Partners, LLC, a Delaware limited liability company (“Branton Partners”); | |
| (vi) | Richard L. Mooers, a citizen of the United States of America; | |
| (vii) | Mooers Partners, LLC, a Delaware limited liability company (“Mooers Partners”); | |
| (viii) | Corundum AB, a Swedish limited company (“Corundum”); | |
| (ix) | Mats Wennberg, a citizen of Sweden; | |
| (x) | Sassoon M. Peress, a citizen of Canada; and | |
| (xi) | John P. Comeau, a citizen of the United States of America (together with Jeffrey Peck, Veroma, Michael d’Amato, Roger G. Branton, Branton Partners, Richard L. Mooers, Mooers Partners, Corundum AB, Sassoon Peress, and John P. Comeau, the “Reporting Persons”) |
Each of Jeffrey Peck, Veroma, LLC, Michael d’Amato, Roger G. Branton, Branton Partners, LLC, Richard L. Mooers, Mooers Partners, LLC, and Corundum AB have entered into a Joint Filing Agreement, dated as of July 1, 2019, a copy of which is incorporated herein by reference as Exhibit 5. Sassoon M. Peress entered into a Joint Filing Agreement, dated as of February 16, 2021, copies of which are incorporated herein as Exhibits 10, and 6, respectively. John P. Comeau has entered into a Joint Filing Agreement, dated as of February 28, 2022, a copy of which is incorporated herein as Exhibit 9.
| (b) | The business address of Jeffrey Peck is 400 Avenue D, Suite 10, Williston, VT 05495. |
The business address of each of Veroma and Michael d’Amato is 400 Avenue D, Suite 10, Williston, VT 05495.
The business address of each of Roger G. Branton, Branton Partners, Richard L. Mooers and Mooers Partners is 240 South Pineapple Ave., Suite 701, Sarasota, FL 34236.
The business address of Corundum and Mats Wennberg is Box 57, 182 05 Djursholm, Stockholms län.
The business address of Sassoon M. Peress is 7501 Mountain Sights Apt 505, Montreal, QC H4P 0A8, Canada.
The business address of John P. Comeau is 2 ½ Joseph Street, Derry, NH 03038.
| (c) | Jeffrey Peck is the Chief Executive Officer of the Issuer and a member of the Issuer’s Board of Directors. The business address of the Issuer is 400 Avenue D, Suite 10, Williston, VT 05495. |
Michael d’Amato is Chief Strategy Officer of the Issuer and a Managing Member of Veroma. Veroma’s principal business is to business development consulting. Michael d’Amato, as President of Veroma, may be deemed to have the shared power to dispose or direct the disposition of the shares of Common Stock of the Issuer that are directly held by Veroma.
Roger G. Branton is the Managing Member of Branton Partners. The principal business of Branton Partners is investment management. Roger G. Branton, as Managing Member of Branton Partners, may be deemed to have the shared power to dispose or direct the disposition of the shares of Common Stock of the Issuer that are directly held by Branton Partners.
Richard L. Mooers is the Managing Member of Mooers Partners. The principal business of Mooers Partners is investment management. Richard L. Mooers, as Managing Member of Mooers Partners, may be deemed to have the shared power to dispose or direct the disposition of the shares of Common Stock of the Issuer that are directly held by Mooers Partners.
Corundum’s principal business is investment management.
Mats Wennberg is the Chief Executive Officer of Corundum AB.
John P. Comeau is the General Manager of Liberty Electric, Inc., a New Hampshire corporation and a wholly-owned subsidiary of iSun Industrial, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Issuer. Mr. Comeau’s business address is 2 ½ Joseph Street, Derry, NH 03038.
Former reporting persons Duane Peterson, James Moore, and Jeffrey Irish (hereinafter the “Former Reporting Persons”) were subject to irrevocable proxy agreements with the Reporting Person Jeffrey Peck, previously described in that certain Schedule 13D/A dated March 9, 2022. Such proxy agreements terminated on March 30, 2022. Because the Former Reporting Persons are no longer subject to the proxy agreements the Former Reporting Persons are no longer required to be included on this filing and references to and exhibits regarding the Former Reporting Persons have been removed from this Amendment No. 4.
Former reporting person John Sullivan was previously included on those certain Schedule 13D/A filings dated February 19, 2021, March 10, 2022, and February 23, 2023 due to a scrivener’s error. Mr. Sullivan is not subject to the reporting requirements of Schedule 13D and references and exhibits pertaining to Mr. Sullivan have been removed from this Amendment No. 4.
(d) None of the Reporting Person have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Person have, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration |
As reported on Schedule 13D filed on June 20, 2019 (the “Closing Date”), the Issuer consummated the previously announced business combination (the “Business Combination”) pursuant to a Share Exchange Agreement, dated as of February 26, 2019 (the “Exchange Agreement”), by and among the Issuer, Peck Electric and Peck Electric’s stockholders (the “Stockholders”). In connection with the closing of the Business Combination (the “Closing”), the Issuer changed its name from “Jensyn Acquisition Corp.” to “The Peck Company Holdings, Inc.” “Jensyn” refers to the Registrant prior to the Closing. In connection with the Closing, Jensyn issued 3,234,501 shares of Jensyn’s Common Stock to the Stockholders in exchange for all of the equity securities of Peck Electric, and Peck Electric became a wholly-owned subsidiary of the Issuer. In this regard, the following Reporting Persons received the following number of shares of Common Stock in consideration for their equity securities of Peck Electric: (a) Jeffrey Peck received 1,406,974 shares of Common Stock; (b) Veroma received 213,318 shares of Common Stock; (c) Mooers Partners received 335,976 shares of Common Stock; (d) Branton Partners received 335,976 shares of Common Stock; and (e) Corundum received 90,660 shares of Common Stock.
The foregoing summary of the Exchange Agreement is qualified in its entirety by reference to the Exchange Agreement, a copy of which is filed as Exhibit 2.2 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2019, which was attached to the Schedule 13D as Exhibit 1 and incorporated herein by reference.
On January 19, 2021 the Issuer changed its name of iSun, Inc.
On January 19, 2021, the Issuer entered into an Agreement and Plan of Merger and Reorganization (the “iSun Merger Agreement’) with Peck Mercury, Inc., iSun Energy, LLC, and Sassoon M. Peress. Pursuant to the iSun Merger Agreement, as amended, Mr. Peress was issued shares of Common Stock, Warrants and other consideration. Mr. Peress was issued 200,000 shares of Common Stock at Closing. Mr. Peress subsequently transferred an aggregate of 8,500 shares of Common Stock of the Issuer to Dan Cohen, Manish Hirapara, Emma Peress, and Shoshanna Zimmerman. Mr. Peress was subsequently issued an additional 200,000 shares pursuant to a Confidential Settlement and Release by and between the Issuer and Mr. Peress dated November 28, 2022. Mr. Peress has executed an Irrevocable Proxy in favor of Mr. Peck with respect to such shares of Common Stock.
Pursuant to the iSun Merger Agreement, Mr. Peress was issued a Warrant to acquire 100,000 shares of Common Stock. Mr. Peress exercised such Warrant on February 8, 2021 and was issued 100,000 shares of Common. Mr. Peress has executed an Irrevocable Proxy in favor of Mr. Peck with respect to such shares of Common Stock.
The foregoing summary of the iSun Merger Agreement is qualified in its entirety by reference to the iSun Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 25, 2021, incorporated herein by reference.
On January 4, 2021 the Board of Directors of the Issuer approved a grant of shares of Common Stock and Non-Qualified Stock Options to Messrs. Peck and d’Amato. The shares of Common Stock are subject to vesting. As of the date of this Amendment No. 4 the shares of Common Stock have vested in the following amounts: Mr. Peck – 82,000, and Mr. d’Amato – 56,000.
On November 18, 2021, John Stark Electric, Inc., a New Hampshire corporation (“JSI”) and wholly-owned subsidiary of the Issuer, Liberty Electric, Inc., a New Hampshire Corporation (“Liberty”) and John P. Comeau (“Comeau”) after obtaining required consents, released signature pages and closed an Asset Purchase Agreement (the “Liberty Asset Purchase Agreement”), pursuant to which JSI acquired all of the assets of Liberty. Pursuant to the Liberty Asset Purchase Agreement, Mr. Comeau was issued 29,749 shares of Common Stock. Mr. Comeau executed an Irrevocable Proxy in favor of Mr. Peck with respect to such shares of Common Stock.
The foregoing summary of the Liberty Asset Purchase Agreement is qualified in its entirety by reference to the Liberty Asset Purchase Agreement, a copy of which is filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 2021, incorporated herein by reference.
On January 24, 2022 the Board of Directors of the Issuer approved a grant of shares of Common Stock and Non-Qualified Stock Options to Messrs. Peck and d’Amato. The shares of Common Stock are subject to vesting. As of the date of this Amendment No. 4 the shares of Common Stock have vested in the following amounts: Mr. Peck – 33,334, and Mr. d’Amato – 33,334.
On August 11, 2022, the Irrevocable Proxies granted by Messrs. Peterson, Moore, and Irish to Mr. Peck were terminated. As of the date of this Amendment No. 4, the shares of Common Stock which Mr. Peck has sole power to vote have been reduced by 1,242,790.
On September 22, 2022 Mr. Peck exercised Non-Qualified Stock Options to purchase shares of Common Stock in the following amount: Mr. Peck – 36,666.
On September 22, 2022 Mr. d’Amato purchased 10,000 shares of Common Stock on the open market.
On January 3, 2023 the Board of Directors of the Issuer approved a grant of shares of Common Stock to Mr. Peck pursuant to Restricted Stock Agreements. The shares of Common Stock are subject to vesting. As of the date of this Amendment No. 4 no shares of Common Stock have vested.
| Item 4. | Purpose of Transaction |
Jeffrey Peck, Veroma, Mooers Partners, Branton Partners, and Corundum previously held shares of capital stock in Peck Electric and received the shares of Common Stock as consideration from the Issuer pursuant to the terms of the above described Exchange Agreement in connection with the Business Combination.
Mr. Peress received the shares of Common Stock as consideration from the Issuer pursuant to the above described iSun Merger Agreement.
Mr. Comeau received the shares of Common Stock as consideration from the Issuer pursuant to the above described Liberty Asset Purchase Agreement.
Mr. Peck and Mr. d’Amato received the shares of Common Stock and Non-Qualified Stock Options from the Issuer pursuant to the Issuer’s 2020 Equity Incentive Plan.
Jeffrey Peck intends to participate in and influence the affairs of the Issuer through his positions as Chief Executive Officer of the Issuer and a member of its Board of Directors through his voting rights with respect to ownership of the Common Stock of the Issuer.
Subject to applicable legal requirements, the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on their evaluation of the Issuer’s business, prospects and financial condition, the market for the Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons’ ownership of the Issuer’s securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time. The Reporting Persons reserve the right to increase or decrease their holdings on such terms and at such times as they may decide.
Other than as described above, the Reporting Persons do not have any plan or proposal relating to or that would result in:
| (a) | the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; |
| (b) | an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; |
| (c) | a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; |
| (d) | any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer; |
| (e) | any material change in the present capitalization or dividend policy of the Issuer; |
| (f) | any other material change in the Issuer’s business or corporate structure; |
| (g) | any changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; |
| (h) | a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
| (i) | a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or |
| (j) | any action similar to those enumerated above. |
| Item 5. | Interest in Securities of the Issuer |
(a) — (b)
| (b) Number of Shares as to which the person has: | ||||||||||||||||||||||
| Name | (a) Amount Beneficially Owned |
(a) Percent of Class* |
Sole
Power to Vote or to Direct the Vote |
Shared Power to Vote or to Direct the Vote |
Sole
Power to Dispose or to Direct the Disposition of |
Shared
Power to Dispose or to Direct the Disposition of |
||||||||||||||||
| Jeffrey Peck | 3,160,437 | 16.96 | % | 3,046,166 | 0 | 1,563,055 | 0 | |||||||||||||||
| (b) Number of Shares as to which the person has: | ||||||||||||||||||||||
| Name | (a) Amount Beneficially Owned |
(a) Percent of Class* |
Sole
Power to Vote or to Direct the Vote |
Shared Power to Vote or to Direct the Vote |
Sole
Power to Dispose or to Direct the Disposition of |
Shared
Power to Dispose or to Direct the Disposition of |
||||||||||||||||
| Veroma, LLC | 164,618 | 0.92 | % | 0 | 0 | 0 | 164,618 | |||||||||||||||
| (b) Number of Shares as to which the person has: | ||||||||||||||||||||||
| Name | (a) Amount Beneficially Owned |
(a) Percent of Class* |
Sole
Power to Vote or to Direct the Vote |
Shared Power to Vote or to Direct the Vote |
Sole
Power to Dispose or to Direct the Disposition of |
Shared
Power to Dispose or to Direct the Disposition of |
||||||||||||||||
| Michael D’Amato | 296,874 | 1.67 | % | 0 | 0 | 132,256 | 164,618 | |||||||||||||||
| (b) Number of Shares as to which the person has: | ||||||||||||||||||||||
| Name | (a) Amount Beneficially Owned |
(a) Percent of Class* |
Sole
Power to Vote or to Direct the Vote |
Shared Power to Vote or to Direct the Vote |
Sole
Power to Dispose or to Direct the Disposition of |
Shared
Power to Dispose or to Direct the Disposition of |
||||||||||||||||
| Branton Partners, LLC | 275,000 | 1.54 | % | 0 | 0 | 0 | 275,000 | |||||||||||||||
| (b) Number of Shares as to which the person has: | ||||||||||||||||||||||
| Name | (a) Amount Beneficially Owned |
(a) Percent of Class* |
Sole
Power to Vote or to Direct the Vote |
Shared Power to Vote or to Direct the Vote |
Sole
Power to Dispose or to Direct the Disposition of |
Shared
Power to Dispose or to Direct the Disposition of |
||||||||||||||||
| Roger G. Branton | 275,000 | 1.54 | % | 0 | 0 | 0 | 275,000 | |||||||||||||||
| (b) Number of Shares as to which the person has: | ||||||||||||||||||||||
| Name | (a) Amount Beneficially Owned |
(a) Percent of Class* |
Sole
Power to Vote or to Dire ct the Vote |
Shared Power to Vote or to Direct the Vote |
Sole
Power to Dispose or to Direct the Disposition of |
Shared
Power to Dispose or to Direct the Disposition of |
||||||||||||||||
| Mooers Partners, LLC | 275,000 | 1.54 | % | 0 | 0 | 0 | 275,000 | |||||||||||||||
| (b) Number of Shares as to which the person has: | ||||||||||||||||||||||
| Name | (a) Amount Beneficially Owned |
(a) Percent of Class* |
Sole
Power to Vote or to Direct the Vote |
Shared Power to Vote or to Direct the Vote |
Sole
Power to Dispose or to Direct the Disposition of |
Shared
Power to Dispose or to Direct the Disposition of |
||||||||||||||||
| Richard L. Mooers | 275,000 | 1.54 | % | 0 | 0 | 0 | 275,000 | |||||||||||||||
| (b) Number of Shares as to which the person has: | ||||||||||||||||||||||
| Name | (a) Amount Beneficially Owned |
(a) Percent of Class* |
Sole
Power to Vote or to Direct the Vote |
Shared Power to Vote or to Direct the Vote |
Sole
Power to Dispose or to Direct the Disposition of |
Shared
Power to Dispose or to Direct the Disposition of |
||||||||||||||||
| Corundum AB | 90,660 | 0.51 | % | 0 | 0 | 0 | 90,660 | |||||||||||||||
| (b) Number of Shares as to which the person has: | ||||||||||||||||||||||
| Name | (a) Amount Beneficially Owned |
(a) Percent of Class* |
Sole
Power to Vote or to Direct the Vote |
Shared Power to Vote or to Direct the Vote |
Sole
Power to Dispose or to Direct the Disposition of |
Shared
Power to Dispose or to Direct the Disposition of |
||||||||||||||||
| Mats Wennberg | 90,660 | 0.51 | % | 0 | 0 | 0 | 90,660 | |||||||||||||||
| (b) Number of Shares as to which the person has: | ||||||||||||||||||||||
| Name | (a) Amount Beneficially Owned |
(a) Percent of Class* |
Sole
Power to Vote or to Direct the Vote |
Shared Power to Vote or to Direct the Vote |
Sole
Power to Dispose or to Direct the Disposition of |
Shared
Power to Dispose or to Direct the Disposition of |
||||||||||||||||
| Sassoon M. Peress | 491,500 | 2.76 | % | 0 | 0 | 491,500 | 0 | |||||||||||||||
| < /td> | (b) Number of Shares as to which the person has: | |||||||||||||||||||||
| Name | (a) Amount Beneficially Owned |
(a) Percent of Class* |
Sole
Power to Vote or to Direct the Vote |
Shared Power to Vote or to Direct the Vote |
Sole
Power to Dispose or to Direct the Disposition of |
Shared
Power to Dispose or to Direct the Disposition of |
||||||||||||||||
| John P. Comeau | 29,749 | 0.17 | % | 0 | 0 | 0 | 29,749 | |||||||||||||||
* Based on 17,812,993 shares of Common Stock outstanding as of April 3, 2023 – as reported by the Issuer’s transfer agent. Changes to the Percent of Class held by each Reporting Person are due to an increase in the total shares outstanding of the Issuer’s Common Stock. The amount of shares beneficially owned by each Reporting Person have not changed since the Issuer’s Schedule 13D Amendment No. 3 filed on February 23, 2023, with the exception of Mr. Peck whose shares over which he has sole voting power has decreased by 138,599 shares due to the scrivener’s error described in Item 2(c) to this Amendment No. 4.
| (c) | Except for the transactions described in Items 3, 4, 5 or 6 of this Schedule 13D, which are incorporated by reference into this Item5(c), during the last sixty days there were no transactions with respect to the Common Stock effected by the Reporting Person. |
| (d) | No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities discussed herein. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Pursuant to the Exchange Agreement described further under Item 4, the following Reporting Persons received the following number of shares of Common Stock in consideration for their equity securities of Peck Electric: (a) Jeffrey Peck received 1,406,974 shares of Common Stock; (b) Veroma received 213,318 shares of Common Stock; (c) Mooers Partners received 335, 976 shares of Common Stock; (d) Branton Partners received 335,976 shares of Common Stock; and (e) Corundum received 90,660 shares of Common Stock. The foregoing summary of the Exchange Agreement is qualified in its entirety by reference to the Exchange Agreement, a copy of which is filed as Exhibit 2.2 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2019, attached hereto as Exhibit 1 and incorporated herein by reference.
On June 20, 2019, Veroma, Mooers Partners, Branton Partners, and Cor undum (the “Key Holders”) entered into a voting agreement with Jeffrey Peck and the Issuer (the “Voting Agreement”). Pursuant to the terms of the Voting Agreement, the Key Holders transferred to Jeffrey Peck all of the voting power they otherwise would have as a result of their ownership of shares of Common Stock of the Issuer. The foregoing summary of the Voting Agreement is qualified in its entirety by reference to the Voting Agreement, a copy of which is incorporated by reference as Exhibit 2.
On January 19, 2021, the Issuer entered into an Agreement and Plan of Merger and Reorganization, as amended (the “iSun Merger Agreement’), incorporated by reference as Exhibit 3, with Peck Mercury, Inc., iSun Energy, LLC, and Sassoon M. Peress. Pursuant to the Merger Agreement, Mr. Peress was issued shares of Common Stock, Warrants and other consideration. Mr. Peress was issued 200,000 shares of Common Stock at Closing and 200,000 shares subsequently on February 7, 2023. Mr. Peress has executed an Irrevocable Proxy in favor of Mr. Peck with respect to such shares of Common Stock, attached hereto as Exhibit 4.
Pursuant to the iSun Merger Agreement, Mr. Peress was issued a Warrant to acquire 100,000 shares of Common Stock. Mr. Peress exercised such Warrant on February 8, 2021 and was issued 100,000 shares of Common. Mr. Peress has executed an Irrevocable Proxy in favor of Mr. Peck with respect to such shares of Common Stock.
On November 18, 2021, John Stark Electric, Inc., a New Hampshire corporation (“JSI”) and wholly-owned subsidiary of the Issuer, Liberty Electric, Inc., a New Hampshire Corporation (“Liberty”) and John P. Comeau (“Comeau”) after obtaining required consents released signature pages and closed an Asset Purchase Agreement (the “Liberty Asset Purchase Agreement”), pursuant to which JSI acquired all of the assets of Liberty. Pursuant to the Liberty Asset Purchase Agreement, Mr. Comeau was issued 29,749 shares of Common Stock. Mr. Comeau executed an Irrevocable Proxy in favor of Mr. Peck with respect to such shares of Common Stock.
The foregoing summary of the Liberty Asset Purchase Agreement is qualified in its entirety by reference to the Liberty Asset Purchase Agreement, a copy of which is filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 2021, incorporated herein by reference.
Other than as described in this Amendment No. 4 to Schedule 13D, to the best of the Reporting Person’s knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any person with respect to any securities of the Issuer.
Item 7. |
Material to be Filed as Exhibits | |
| Exhibit 1 | ||
| Exhibit 2 | Voting Agreement dated June 20, 2019 by and among the Reporting Persons. (incorporated by reference to Exhibit 10.21 to the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 14, 2020) | |
| Exhibit 3 | ||
| Exhibit 4 | ||
| Exhibit 5 | ||
| Exhibit 6 | ||
| Exhibit 7 | ||
| Exhibit 8 | ||
Exhibit 9 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 11, 2023
| /s/ Jeffrey Peck | ||
| Jeffrey Peck, individually | ||
| VEROMA, LLC | ||
| By: | /s/ Michael d’Amato | |
| Name: | Michael d’Amato | |
| Title: | Managing Member | |
| /s/ Michael d’Amato | ||
| Michael d’Amato, individually | ||
| BRANTON PARTNERS, LLC | ||
| By: | /s/ Roger G. Branton | |
| Name: | Roger G. Branton | |
| Title: | Managing Member | |
| /s/ Roger G. Branton | ||
| Roger G. Branton, individually | ||
| MOOERS PARTNERS, LLC | ||
| By: | /s/ Richard L. Mooers | |
| Name: | Richard L. Mooers | |
| Title: | Managing Member | |
| /s/ Richard L. Mooers | ||
| Richard L. Mooers, individually | ||
| CORUNDUM AB | ||
| By: | /s/ Mats Wennberg | |
| Name: | Mats Wennberg | |
| Title: | Authorized Person | |
| /s/ Mats Wennberg | ||
| Mats Wennberg, individually | ||
| /s/ Sassoon M. Peress | ||
| Sassoon M. Peress, individually | ||
| /s/ John P. Comeau | ||
| John P. Comeau, individually | ||
EXHIBIT INDEX
| Exhibit | Description | |
| Exhibit 1 | ||
| Exhibit 2 | ||
| Exhibit 3 | ||
| Exhibit 4 | ||
| Exhibit 5 | ||
| Exhibit 6 | ||
| Exhibit 7 | ||
| Exhibit 8 | ||
Exhibit 9 |