United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 17, 2024

Pineapple Energy Inc.

Registrant’s telephone number, including area code: (952) 996-1674

N/A

(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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act

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 1.01. Entry Into a Material Definitive Agreement.

On May 17, 2024, Pineapple Energy Inc. (the "Company") the Company entered into a Limited Waiver and Amendment (the "Waiver"), dated May 17, 2024, with certain holders (the "Holders") of the Company's Series A Convertible Preferred Stock (the "Preferred Stock") issued to the Holders pursuant to that certain Amended and Restated Securities Purchase Agreement, dated September 15, 2021 (the "Purchase Agreement").

Due to the limited number of shares of the Company's common stock ("Common Stock") available for conversion of the Series A Convertible Preferred Stock and the desire to use shares reserved for warrant exercises to convert the Series A Convertible Preferred stock into additional shares of Common Stock, by signing the Waiver, the Holders agree to waive the Company's requirement to reserve a ratable portion of the Company's authorized but unissued shares of Common Stock for issuance upon exercise of the Holder's Series A Common Stock Purchase Warrants, dated March 22, 2022; provided, that such shares of Common Stock are reserved for issuance upon conversion of the Holder's Preferred Stock. Except as expressly set forth in the Waiver, the other terms and conditions of the Purchase Agreement will continue in full force and effect.

The foregoing descriptions of the Waiver is not complete and is qualified by reference to the full texts of the form of Waiver, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.03 Material Modifications to Rights of Security Holders.

To the extent responsive to the requirements of Item 3.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

EXHIBIT INDEX

SIGNATURES

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, thereunto duly authorized.