Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

First Amendment to Merger Agreement

On September 4, 2026, SUNation Energy, Inc., a Delaware corporation ("SUNation"), SUNation Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of SUNation ("Merger Sub"), and Suniva, Inc., a Delaware corporation ("Suniva"), entered into a First Amendment to Agreement and Plan of Merger (the "Merger Amendment") which amends that certain Agreement and Plan of Merger dated June 5, 2026 among SUNation, Suniva and Merger Sub (the "Merger Agreement"), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Suniva, with Suniva continuing as a wholly owned subsidiary of SUNation and the surviving corporation of the merger (the "Merger").

Under the terms of the Merger Amendment, the parties amended the Merger Agreement as follows:

In addition, pursuant to certain changes to definitions applicable to SUNation insider indebtedness and its contemplated conversion to SUNation equity, SUNation will use reasonable best efforts to repay or convert to equity up to $2,608,303 in related party loans, with a fixed conversion price of $2.26 per share, with any conversion subject to the approval of SUNation stockholders. In the event that SUNation stockholders do not approve the conversion, Suniva agrees to repay the outstanding loans and accrued interest within 10 calendar days of the closing of the Merger. Additionally, as set forth in the Merger Amendment and Merger Agreement, Suniva agrees to repay other remaining outstanding related party loans and accrued interest upon the closing of the Merger.

Consent Letter

Concurrently with the execution of the Merger Amendment, SUNation and Suniva entered into a consent letter whereby, the parties consented, pursuant to Section 5.01 of the Merger Agreement, to certain actions by Suniva related to financings it has completed, including securities issuances, subject to a limitation that further issuances or committed issuances in excess of 5% of Suniva's fully-diluted shares on a pro-forma basis after the transactions that are consented to, are subject to further SUNation written consent.

The preceding summary of the Merger Amendment does not purport to be complete and is qualified in its entirety by reference to the Merger Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated herein by reference. The Merger Amendment has been attached as an exhibit to this Current Report on Form 8-K to provide investors and securityholders with information regarding its terms. It is not intended to provide any other factual information about SUNation or Suniva or to modify or supplement any factual disclosures about SUNation in its public reports filed with the SEC. The Merger Amendment may include representations, warranties and covenants of SUNation, Suniva and Merger Sub made solely for the purpose of the Merger Agreement and solely for the benefit of the parties thereto in connection with the negotiated terms of the Merger Agreement. Investors should not rely on the representations, warranties and covenants in the Merger Amendment or any descriptions thereof as characterizations of the actual state of facts or conditions of SUNation, Suniva or any of their respective affiliates. Moreover, certain of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to SEC filings or may have been used for purposes of allocating risk among the parties to the Merger Agreement, rather than establishing matters of fact.