Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 33K
2: EX-99.1 Miscellaneous Exhibit HTML 12K
7: R1 Document and Entity Information Document HTML 47K
9: XML IDEA XML File -- Filing Summary XML 12K
12: XML XBRL Instance -- spwr-20240320_htm XML 14K
8: EXCEL IDEA Workbook of Financial Report Info XLSX 8K
4: EX-101.DEF XBRL Definitions -- spwr-20240320_def XML 43K
5: EX-101.LAB XBRL Labels -- spwr-20240320_lab XML 80K
6: EX-101.PRE XBRL Presentations -- spwr-20240320_pre XML 43K
3: EX-101.SCH XBRL Schema -- spwr-20240320 XSD 11K
10: JSON XBRL Instance as JSON Data -- MetaLinks 15± 22K
11: ZIP XBRL Zipped Folder -- 0000867773-24-000045-xbrl Zip 23K
i880 Harbour Way South, iSuite 600, iRichmond,
iCaliforniai94804
(Address of principal executive offices, with zip code)
(i408)
i240-5500
(Registrant’s telephone number, including area code)
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):
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol
Name of exchange on which registered
iCommon Stock, $0.001 par value per share
iSPWR
iThe
Nasdaq Stock Market LLC
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 i☐
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. i☐
Item
3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed in the Notification of Late Filing on Form 12b-25 of SunPower Corporation, a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) on February 29, 2024, the Company determined that it was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”) by the prescribed due date. In particular, as previously disclosed, the
Company filed with the SEC on December 18, 2023 an Annual Report on Form 10-K/A for the annual period ended January 1, 2023, a Quarterly Report on Form 10-Q/A for the quarterly period ended April 2, 2023, and a Quarterly Report on Form 10-Q/A for the quarterly period ended July 2, 2023 (collectively, the “Affected Periods”) to restate the financial statements for the Affected Periods. As a result of the time and effort that was required to complete these restatements, the Company required additional time to complete its financial statements preparation and review process for the fiscal year ended December 31, 2023, and was unable
to file the Form 10-K by the prescribed due date.
On March 20, 2024, the Company received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of not having timely filed the Form 10-K with the SEC, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”), which requires timely filing of all required periodic financial reports with the SEC.
The Notice has no immediate effect on the listing or trading of the Company’s common stock
on the Nasdaq.
The Notice also indicated that the Company must submit a plan to regain compliance with the Listing Rule within 60 calendar days and, following receipt of such plan, Nasdaq may grant an extension of up to 180 calendar days from the Form 10-K due date, or until September 11, 2024, for the Company to regain compliance.
While the Company can provide no assurances as to timing, the Company is working diligently to finalize the Form
10-K and plans to file the Form 10-K as soon as practicable, including to regain compliance with the Listing Rule.
This
Current Report on Form 8-K includes information that constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, are forward-looking statements, including, without limitation, statements regarding the Company’s ability to complete the filing of the Form 10-K within a specific time period and the Company’s ability to regain compliance with Nasdaq listing standards. These forward-looking statements are based on our current assumptions, expectations, and beliefs and involve substantial risks and uncertainties that may cause results, performance, or achievement to materially differ from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, the finalization of the Company’s financial statements for the period ended December 31, 2023 and the risks and other important factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K/A filed with the SEC on December 18, 2023 and the Company’s other filings with the SEC. All forward-looking statements in this Form 8-K are based on information currently available to us and speak only as of the date of this Form 8-K and should not be relied upon as representing the
Company’s views as of any subsequent date, and the Company is under no obligation to, and expressly disclaims any responsibility to, update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
