Form 8-K

8-K — SunPower Inc.

Accession: 0001213900-26-095088

Filed: 2026-08-28

Period: 2026-08-24

CIK: 0001838987

SIC: 1700 (CONSTRUCTION SPECIAL TRADE CONTRACTORS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0303825-8k_sunpower.htm (Primary)

EX-10.1 — SIMPLE AGREEMENT FOR FUTURE EQUITY DATED AUGUST 24, 2026 (ea030382501ex10-1.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):

August 24, 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

45700 Northport Loop East, Fremont CA 94538

(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 August 24, 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 $2,000,000 (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, and subject to the

requirements of applicable Nasdaq listing rules.

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 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 of 1933,

as amended.

Item 9.01. Financial Statements

and Exhibits

(d) Exhibits.

Exhibit

Number

Description

10.1

Simple Agreement for Future Equity dated August 24, 2026

104

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

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: August 28, 2026

By:

/s/ Thurman J. Rodgers

Thurman J. Rodgers

Chief Executive Officer

EX-10.1 — SIMPLE AGREEMENT FOR FUTURE EQUITY DATED AUGUST 24, 2026

EX-10.1

Filename: ea030382501ex10-1.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 $2,000,000 (the

“Purchase Amount”) on August 24, 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 (the

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

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.

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)

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

executed and delivered.

SUNPOWER INC.

By:

/s/ Tom Kowalczuk

Tom Kowalczuk

Chief Financial Officer

RODGERS MASSEY REVOCABLE LIVING TRUST dtd 4/4/11

By:

/s/ T.J. Rodgers

T.J. Rodgers

Authorized Person

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