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 filed 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
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 |
|
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 |
|
|
|
|
|
|
|
|
|
(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 Corundum (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.
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Material
to be Filed as Exhibits |
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Exhibit
1 |
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Form of Exchange Agreement (incorporated by reference to Exhibit 2.2 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2019).
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Exhibit
2 |
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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)
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Exhibit
3 |
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Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 25, 2021)
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Exhibit
4 |
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Irrevocable Proxy (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 25, 2021)
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Exhibit
5 |
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Agreement as to Joint Filing of Schedule 13D, dated as of July 1, 2019 among certain of the Reporting Persons (incorporated by reference to Exhibit 3 to the Schedule 13D filed with the Securities and Exchange Commission on July 2, 2019)
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Exhibit
6 |
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Agreement as to Joint Filing of Schedule 13D, dated as of February 16, 2021 between Jeffrey Peck and Sassoon M. Peress (incorporated by reference to Exhibit 7 to the Schedule 13D filed with the Securities and Exchange Commission on February 19, 2021)
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Exhibit
7 |
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Asset Purchase Agreement (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 19, 2021)
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Exhibit
8 |
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Irrevocable Proxy (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 19, 2021)
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Exhibit
9 |
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Agreement as to Joint Filing of Schedule 13D, dated as of February 28, 2022 between Jeffrey Peck and John P. Comeau (incorporated by reference to Exhibit 14 to the Schedule 13D filed with the Securities and Exchange Commission on March 10, 2022)
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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
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/s/ Jeffrey Peck |
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Jeffrey Peck, individually |
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VEROMA,
LLC |
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By: |
/s/
Michael d’Amato |
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Name: |
Michael
d’Amato |
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Title: |
Managing
Member |
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/s/ Michael d’Amato |
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Michael d’Amato, individually |
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BRANTON
PARTNERS, LLC |
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By: |
/s/
Roger G. Branton |
|
Name: |
Roger
G. Branton |
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Title: |
Managing
Member |
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/s/ Roger G. Branton |
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Roger G. Branton, individually |
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MOOERS
PARTNERS, LLC |
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By: |
/s/
Richard L. Mooers |
|
Name: |
Richard
L. Mooers |
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Title: |
Managing
Member |
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/s/ Richard L. Mooers |
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Richard L. Mooers, individually |
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CORUNDUM
AB |
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By: |
/s/
Mats Wennberg |
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Name: |
Mats
Wennberg |
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Title: |
Authorized
Person |
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/s/ Mats Wennberg |
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Mats Wennberg, individually |
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/s/ Sassoon M. Peress |
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Sassoon M. Peress, individually |
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/s/ John P. Comeau |
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John P. Comeau, individually |
EXHIBIT
INDEX
Exhibit |
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Description |
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Exhibit
1 |
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Form of Exchange Agreement (incorporated by reference to Exhibit 2.2 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2019).
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Exhibit
2 |
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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)
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Exhibit
3 |
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Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 25, 2021)
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Exhibit
4 |
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Irrevocable Proxy (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 25, 2021)
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Exhibit
5 |
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Agreement as to Joint Filing of Schedule 13D, dated as of July 1, 2019 among certain of the Reporting Persons (incorporated by reference to Exhibit 3 to the Schedule 13D filed with the Securities and Exchange Commission on July 2, 2019)
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|
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Exhibit
6 |
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Agreement as to Joint Filing of Schedule 13D, dated as of February 16, 2021 between Jeffrey Peck and Sassoon M. Peress (incorporated by reference to Exhibit 7 to the Schedule 13D filed with the Securities and Exchange Commission on February 19, 2021)
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Exhibit
7 |
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Asset Purchase Agreement (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 19, 2021)
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Exhibit
8 |
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Irrevocable Proxy (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 19, 2021)
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Exhibit
9 |
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Agreement as to Joint Filing of Schedule 13D, dated as of February 28, 2022 between Jeffrey Peck and John P. Comeau (incorporated by reference to Exhibit 14 to the Schedule 13D filed with the Securities and Exchange Commission on March 10, 2022).
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