SUNation Energy Inc 2025年度报告

For the fiscal year ended December 31, 2025 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from______to_____Commission File Number: 001-31588 SUNATION ENERGY, INC.(Exact name of registrant as specified in its charter) 41-0957999(I.R.S. Employer Delaware(State or other jurisdiction of incorporation or organization) Identification No.) 171 Remington Boulevard, Ronkonkoma, NY 11779(Address of principal executive offices and zip code) Registrant’s telephone number, including area code: (952) 996-1674 Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading SymbolName of each exchange on which registeredCommon Stock, $.05 par valueSUNENasdaq Stock Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YESNO Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.YESNO Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.YESNO Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).YESNO Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “ large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large Accelerated FilerAccelerated FilerNon-Accelerated Filer Smaller Reporting CompanyEmerging Growth Company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant's executive officers during the relevant recovery pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YESNOThe aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant was approximately$9,666,000based upon the closing sale price of the Company’s common stock on the Nasdaq Capital Market on June30, 2025.As of March 10, 2026 there were outstanding 3,406,616 shares of the Registrant’s common stock. TABLE OF CONTENTS PART IITEM 1.BUSINESS6ITEM1A.RISK FACTORS10ITEM 1B.UNRESOLVED STAFF COMMENTS29ITEM 1C.CYBERSECURITY29ITEM 2.PROPERTIES29ITEM 3.LEGAL PROCEEDINGS29ITEM 4.MINE SAFETY DISCLOSURES30PART IIITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERSAND ISSUER PURCHASES OF EQUITY SECURITIES31ITEM 6.RESERVED31ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS32ITEM7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK39ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA40ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE87ITEM9A.CONTROLS AND PROCEDURES87ITEM 9B.OTHER INFORMATION88ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS88PART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE89ITEM 11.EXECUTIVE COMPENSATION93ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS102ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE103ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES104PART IVITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES106ITEM 16.FORM 10-K SUMMARY110 RISK FACTOR SUMMARY Below is a summary of the material r