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Form 8-K

sec.gov

8-K — SunPower Inc.

Accession: 0001213900-26-043574

Filed: 2026-04-14

Period: 2026-04-08

CIK: 0001838987

SIC: 1700 (CONSTRUCTION SPECIAL TRADE CONTRACTORS)

Item: Entry into a Material Definitive Agreement

Item: Results of Operations and Financial Condition

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0286142-8k_sunpower.htm (Primary)

EX-10.1 — SIMPLE AGREEMENT FOR FUTURE EQUITY DATED APRIL 8, 2026 (ea028614201ex10-1.htm)

EX-99.1 — PRESS RELEASE DATED APRIL 14, 2026 (ea028614201ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 8, 2026

SunPower Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-40117

93-2279786

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1403 N. Research Way, Orem UT

84097

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (877) 299-4943

(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 obligations of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

SPWR

The Nasdaq Global Market

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share

SPWRW

The Nasdaq Capital Market

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 ☒

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 1.01 Entry into a Material Definitive

Agreement

On April 8, 2026, SunPower Inc. (the “Company”)

entered into a simple agreement for future equity (the “SAFE”) with the Rodgers Massey Revocable Living Trust (the

“Purchaser”) in connection with the Purchaser’s investment of $5,000,000 (the “Purchase Amount”)

in the Company.

The Purchaser is an affiliate of Thurman J. Rodgers,

the Company’s Chief Executive Officer and Chairman.

The SAFE is automatically convertible into equity

securities of the Company in an amount equal to the Purchase Amount divided by the applicable price per share, unit or other increment

of the equity securities issued by the Company in its next equity financing transaction, and without any discount.

The foregoing description of the SAFE does not

purport to be complete and is qualified in its entirety by reference to the full text of the SAFE, which is attached hereto as Exhibit

10.1, and which is incorporated herein by reference.

Item 2.02. Results of Operations and Financial Condition

On April 14, 2026, the Company issued a press

release announcing the filing of its Annual Report on Form 10-K and announcing certain of its financial results for fiscal 2025. The full

text of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information in this Item 2.02, including Exhibit

99.1, 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 into any filing

made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except

as expressly set forth by specific reference in such filing.

Item 3.02. Unregistered Sales of Equity Securities

The disclosure set forth above in Item 1.01 of

this Current Report on Form 8-K relating to the issuance of the SAFE is incorporated by reference herein in its entirety. The offer and

sale of the SAFE was made in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act.

1

Item 7.01. Regulation FD Disclosure

The information furnished on Exhibit 99.1 is incorporated

by reference under this Item 7.01 as if fully set forth herein.

The information in this Item 7.01, including Exhibit

99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities

of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act or the

Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit

Number

Description

10.1

Simple Agreement for Future Equity dated April 8, 2026

99.1

Press release dated April 14, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURES

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.

SunPower Inc.

Dated: April 14 2026

By:

/s/ Thurman J. Rodgers

Thurman J. Rodgers

Chief Executive Officer

3

EX-10.1 — SIMPLE AGREEMENT FOR FUTURE EQUITY DATED APRIL 8, 2026

EX-10.1

Filename: ea028614201ex10-1.htm · Sequence: 2

Exhibit 10.1

THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT

HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES

LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED

IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

SUNPOWER INC.

SAFE

(Simple Agreement for Future Equity)

THIS CERTIFIES THAT in exchange

for the payment by the Rodgers Massey Revocable Living Trust dtd 4/4/11 (the “Investor”) of $5,000,000.00 (the

“Purchase Amount”) on or about April 8, 2026, and SUNPOWER INC., a Delaware corporation (the “Company”),

issues to the Investor the right to certain purchase Equity Securities of the Company, subject to the terms described below. See Section

2 for certain defined terms.

1. Events

(a) Equity Financing.

On the initial closing of the Equity Financing first consummated by the Company following the date hereof, this Safe will automatically

convert into such amount of Equity Securities equal to the Purchase Amount divided by the Conversion Price. In connection with the automatic

conversion of this Safe into Equity Securities, the Investor will execute and deliver to the Company all of the transaction documents

related to the Equity Financing; provided, that such documents are the same documents to be entered into with the other purchasers

of Equity Securities, with appropriate variations, if applicable. Under no circumstances will the number or amount of Equity Securities

issuable pursuant to this Section 1(a) exceed such number or amount of Equity Securities that otherwise would require approval by the

Company’s shareholders under the rules and regulations of The Nasdaq Stock Market, including under Nasdaq Listing Rule 5635(d) (the

“Nasdaq Threshold”), and the total number or amount of Equity Securities will be limited o the Nasdaq Threshold.

(b) Termination.

This Safe will automatically terminate (without relieving the Company of any obligations arising from a prior breach of or non-compliance

with this Safe) immediately following the issuance of Equity Securities to the Investor pursuant to the automatic conversion of this Safe

under Section 1(a).

2. Definitions

“Capital Stock”

means the capital stock of the Company, including, without limitation, any common stock or preferred stock.

“Conversion Price”

means the greater of (a) the applicable price per share, unit or increment of Equity Securities sold in the Equity Financing or (b) such

price per share, unit or increment of Equity Securities as required to ensure that shareholder approval is not required under Nasdaq Listing

Rule 5635(c) or Nasdaq Listing Rule 5635(d) with respect to the issuance of Equity Securities.

“Equity Financing”

means a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues

and sells Equity Securities.

“Equity Securities”

means (a) Capital Stock and all warrants, options or other rights to acquire Capital Stock and (b) any debt security that is convertible

into, or exchangeable for, any combination of Capital Stock and/or cash.

“Safe”

means an instrument containing a future right to Equity Securities, similar in form and content to this instrument, purchased by investors

for the purpose of funding the Company’s business operations. References to “this Safe” mean this specific instrument.

3. Company Representations

(a) The Company is a corporation duly organized,

validly existing and in good standing under the laws of its state of incorporation, and has the power and authority to own, lease and

operate its properties and carry on its business as now conducted.

(b) The execution, delivery

and performance by the Company of this Safe is within the power of the Company and has been duly authorized by all necessary actions on

the part of the Company (subject to section 3(d)). This Safe constitutes a legal, valid and binding obligation of the Company, enforceable

against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating

to or affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the Company is

not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to

the Company or (iii) any material debt or contract to which the Company is a party or by which it is bound, where, in each case, such

violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material

adverse effect on the Company.

(c) The performance and consummation

of the transactions contemplated by this Safe do not and will not: (i) violate any material judgment, statute, rule or regulation applicable

to the Company; (ii) result in the acceleration of any material debt or contract to which the Company is a party or by which it is bound;

or (iii) result in the creation or imposition of any lien on any property, asset or revenue of the Company or the suspension, forfeiture,

or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.

(d) No consents or approvals

are required in connection with the performance of this Safe, other than: (i) the Company’s corporate approvals; (ii) any qualifications

or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Equity Securities issuable

pursuant to Section 1.

4. Investor Representations

(a) The Investor has full

legal capacity, power and authority to execute and deliver this Safe and to perform its obligations hereunder. This Safe constitutes valid

and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other

laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

(b) The Investor is an accredited

investor as such term is defined in Rule 501 of Regulation D under the Securities Act. The Investor has been advised that this Safe and

the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold

unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration

requirements is available. The Investor is purchasing this Safe and the securities to be acquired by the Investor hereunder for its own

account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof,

and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor

has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of

such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is

able to bear the economic risk of such investment for an indefinite period of time.

5. Miscellaneous

(a) Any provision of this

Safe may be amended, waived or modified by written consent of the Company and the Investor.

(b) Any notice required or

permitted by this Safe will be deemed sufficient when delivered personally or by overnight courier or sent by email to the relevant address

listed on the signature page, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid,

addressed to the party to be notified at such party’s address listed on the signature page, as subsequently modified by written

notice.

2

(c) The Investor is not entitled,

as a holder of this Safe, to vote or be deemed a holder of Equity Securities for any purpose other than tax purposes, nor will anything

in this Safe be construed to confer on the Investor, as such, any rights of a Company equityholder or rights to vote for the election

of directors or on any matter submitted to Company stockholders, or to give or withhold consent to any corporate action or to receive

notice of meetings, until shares have been issued on the terms described in Section 1.

(d) Neither this Safe nor

the rights in this Safe are transferable or assignable, by operation of law or otherwise, by either party without the prior written consent

of the other; provided, however, that this Safe and/or its rights may be assigned without the Company’s consent by the Investor

(i) to the Investor’s estate, heirs, executors, administrators, guardians and/or successors

in the event of Investor’s death or disability, or (ii) to any other entity who directly or indirectly, controls, is controlled

by or is under common control with the Investor, including, without limitation, any general partner, managing member, officer or director

of the Investor, or any venture capital fund now or hereafter existing which is controlled by one or more general partners or managing

members of, or shares the same management company with, the Investor; and provided, further, that the Company may assign this Safe

in whole, without the consent of the Investor, in connection with a reincorporation to change the Company’s domicile.

(e) In the event any one

or more of the provisions of this Safe is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect,

or in the event that any one or more of the provisions of this Safe operate or would prospectively operate to invalidate this Safe, then

and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this Safe and the

remaining provisions of this Safe will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed

thereby.

(f) All rights and obligations

hereunder will be governed by the laws of the State of Delaware, without regard to the conflicts of law provisions of such jurisdiction.

(Signature page follows)

3

IN WITNESS WHEREOF, the undersigned have caused this Safe to be duly

executed and delivered.

SUNPOWER INC.

By:

/s/ Wendell Laidley

Wendell Laidley

Chief Financial Officer

RODGERS MASSEY REVOCABLE LIVING TRUST dtd 4/4/11

By:

/s/ T.J. Rodgers

T.J. Rodgers

Authorized Person

EX-99.1 — PRESS RELEASE DATED APRIL 14, 2026

EX-99.1

Filename: ea028614201ex99-1.htm · Sequence: 3

Exhibit

99.1

SunPower

Files 2025 10K Report

Drives

Year-End Balance Sheet Cleanup to Launch 2026

● Purged

$20.7 million from the balance sheet by implementing 40 10K audit adjustments

● Grew

2025 GAAP Revenue to $300 million

● Produced

10K GAAP/non-GAAP Operating Income of ($26.9)/$7.33 million in 2025

● Adopted

“SunPower” as legal name and brand

● Completed

three acquisitions, expanding sales coverage from 22 to 46 states

OREM,

Utah (April 14, 2026) – SunPower Inc. (“SunPower,” the “Company,” or Nasdaq: “SPWR”) a

solar technology, services, and installation company, announced the filing of its 2025 10K report this morning, which is summarized below

with comparison data from prior unaudited Q1’25-Q4’25 quarterly reports (the “prior reports”). The full 10K filing

can be found on the company’s IR website at https://investors.sunpower.com/financial-information/sec-filings.

SunPower

2025 Annual Income Statement

From Audited 10K

From Q1’25-Q4’25 Reports

GAAP1

non-GAAP3

GAAP2

non-GAAP3

($1000s, except gross margin)

Revenue

300,000

300,000 4

308,757

308,757 4

Gross Profit

129,212

145,564

149,790

145,767

Gross Margin

43 %

49 %

49 %

47 %

Operating Expense (Opex)

156,143

138,237

156,025

134,843

Opex (less commission)

119,134

101,228

110,546

89,364

Standard GAAP/non-GAAP Adjustments3

34,258 5

-

17,159

-

Operating Income/(Loss)

(26,931 )

7,327 6

(6,235 )

10,924 6

Cash Balance7

9,617

9,617

9,279

9,279

1 To

see our 2025 GAAP financial statements, go to the SEC 10K filing on our website [us.sunpower.com].

2 The

GAAP section of the Q1’25-Q4’25 investor reports.

3 Non-GAAP

results based on the 10K results compared to results from prior Q1’25-Q4’25 unaudited reports [“prior reports”].

Our non-GAAP financials are used to run the company and by policy differ from GAAP reporting in only three ways: no non-cash amortization

of intangibles, no employee stock compensation charges and no one-time M&A charges.

4 Audit-adjusted

revenue is $8,757 lower than the sum of prior reports due to correction of double bookings in a legacy IT system.

5 GAAP

operating income is $34,258 lower than non-GAAP operating income due to non-cash events: $10,488 in stock-based compensation, $9,126

in amortization of intangibles (e.g., depreciation of the book value of our name), $14,644 in acquisition related expenses, including

$12,798 in adjusted purchase price of acquired inventory that reflects our actual collected cash gross profit.

6 The

$7,327 operating income from the 10K is lower than the $10,924 from the Q1’25-Q4’25 prior reports due to balance sheet cleanup

and 10K audit adjustments.

7 Cash

balances exclude restricted cash and include cash in transit.

Page 1 of 3

Fellow

Shareholders:

SunPower

CEO T.J. Rodgers commented, “Compared to our quarterly 2025 Q1-Q4 unaudited GAAP reports, the 10K audit adjustments 1) reduced

our 2025 revenue by $8,757 from $308,757 to $300,000 due to eliminating double bookings in our legacy – now retired – Albatross

computer system, and 2) increased our 2025 GAAP operating loss to ($26,931) due to a one-time balance sheet cleanup from 10K audit adjustments.

After our standard GAAP/non-GAAP correction, our 10K-based 2025 non-GAAP operating income is $7,327 vs. the $10,924 non-GAAP operating

income in prior Q1-Q4 reports. This analysis thus shows that our full-year, audit-adjusted 10K results for revenue and operating

income are reasonably close to our prior Q1’25-Q4’25 unaudited quarterly reports. However, there are larger 10K vs. prior

report variations in the individual quarterly reports, as analyzed below.

2025

GAAP and non-GAAP Operating Income (OpInc)

From

Both 10K and Prior Q1’25-Q4’25 Preliminary Reports

($1000s, unless otherwise noted)

Q1

Q2

Q3

Q4

2025

Audited 10K GAAP Oplnc (this report)

(7,844 )

(6,295 )

(6,025 )

(6,767 )

(26,931 )

GAAP/non-GAAP Adjustments (prior reports)

Stock comp

314

3,717

4,174

2,718

10,923

Dep. & Amor.

1,582

1,419

1,292

1,942

6,235

One time M&A

-

-

-

-

-

10K Audit Adjustments

to Stock Comp

(435 )

(435 )

to Dep. & Amor.

2,891

2,891

for one-time M&A charges*

-

2,188

7,028

5,428

14,644

Adjusted non-GAAP Oplnc (10K

based)

(5,948 )

1,029

6,469

5,777

7,327

Prior Reported non-GAAP Oplnc

2,938

2,418

2,023

3,545

10,924

GAAP/Non-Gaap Oplnc Differences

(8,886 )

(1,389 )

4,446

2,232

(3,597 )

Rodgers

continued, “The differences of quarterly non-GAAP operating income based on the 10K vs. prior reports vary widely from

($8,886) unfavorable to $4,446 favorable due mainly to 1) the audit adjustments retroactively impacting every quarter, and 2) the

large, favorable M&A adjustments (* above) we made to properly reflect the 80% cash gross margin we collected on the SunPower

jobs we acquired. GAAP accounting demands (punitively in this case) that we cannot report higher than our normal (45%) gross margin

on acquired inventory – so our policy-driven, non-GAAP adjustments, corrected the mandated 45% to reality (80%) because we

bought the inventory at 20% COGS, booked 80% gross margin on it and collected all the cash. Because of these quarterly

discrepancies, we will restate the Q1’25-Q3’25 10Q quarterly reports to square them with the reference 10K results.

Nonetheless, the filing of the 10K means that we are now “current” in our reporting.

Rodgers

concluded, “In 2025 we merged three companies that had lost a total of about $40 million in Q3’24, prior to the acquisition,

turned them profitable on the operating income line, and acquired three more companies. Our 2026 plan is to grow our combined companies

to over $400 million in revenue.”

Page 2 of 3

About

SunPower

SunPower

Inc. (Nasdaq: SPWR) is a leading residential solar services provider in North America. The Company’s digital platform and installation

services support energy needs for customers wishing to make the transition to a more energy-efficient lifestyle. For more information

visit www.sunpower.com.

FORWARD-LOOKING

STATEMENTS

This

press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section

21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events, and , you can identify

forward-looking statements because they contain words such as “will,” “goal,” “prioritize,” “plan,”

“target,” “expect,” “expected to,” “focus,” “forecast,” “look forward,”

“opportunity,” “believe,” “estimate,” “continue,” “anticipate,” “could,”

“forecast,” and “pursue” or the negative of these terms or similar expressions. Forward-looking statements in

this press release include, without limitation, statements relating to SunPower’s expectation to successfully grow our combined

companies to over $400 million in revenue, and other risks and uncertainties applicable to SunPower’s business and the completed

or future acquisitions. Actual results could differ materially from these forward-looking statements as a result of certain risks and

uncertainties. For additional information on these risks and uncertainties and other potential factors that could affect our business

and financial results, impact the anticipated benefits of completed or future acquisitions, or cause actual results to differ from the

results predicted, readers should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk

Factors” section of our annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on April

14, 2026, our quarterly reports on Form 10-Q filed with the SEC, and other documents that we have filed with, or will file with, the

SEC. Such filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially

from those contained in the forward-looking statements. Forward-looking statements in this press release speak only as of the date they

are made. Readers are cautioned not to put undue reliance on forward-looking statements, and SunPower assumes no obligation and does

not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Company

Contacts:

Sioban

Hickie

VP

Investor Relations

IR@sunpower.com

(801)

515-8727

Source:

SunPower Inc.

Page 3 of 3

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Indicate if registrant meets the emerging growth company criteria.

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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