Current Report Filing (8-k)
November 13 2020 - 6:06AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 12, 2020
THE
PECK COMPANY HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-37707
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47-2150172
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(State
or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification Number)
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4050
Williston Road, #511
South
Burlington, Vermont
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05403
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (802) 658-3378
Not
Applicable
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.0001 par value per share
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PECK
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Nasdaq
Capital Market
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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 [X]
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
1.02
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Termination
of Material Definitive Agreement
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On
November 12, 2020, The Peck Company Holdings, Inc., a Delaware corporation (the “Company”), received a Notice of Termination
from Sunworks, Inc., a Delaware corporation (“Sunworks”) of the Agreement and Plan of Merger, dated as of August 10,
2020 (the “Merger Agreement”) , among the Company, Sunworks, and Peck Mercury, Inc., a Delaware corporation and wholly-owned
subsidiary of the Company. As a result of the Notice of Termination, the Merger Agreement was terminated and the merger contemplated
thereby was abandoned.
On
November 12, 2020, the Company issued a press release announcing the termination of the Merger Agreement. A copy of the press
release is filed as Exhibit 99.1 and is incorporated herein by reference.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Form 8-K (including Exhibit 99.1) is being “furnished,”
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference
in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth
by specific reference in such a filing.
Forward-Looking
Statements
Exhibit
99.1 contains, and may implicate, forward-looking statements regarding the Company, and includes cautionary statements identifying
important factors that could cause actual results to differ materially from those anticipated.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
SIGNATURE
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 hereunto duly authorized.
Dated:
November 12, 2020
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The
Peck Company Holdings, Inc.
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By:
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/s/
Jeffrey Peck
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Name:
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Jeffrey
Peck
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Title:
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Chief
Executive Officer
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