SUNation Energy, Inc. — Capital/Financing Update 2022

Feb 16, 2022

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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): February 15, 2022

Communications Systems, Inc.

(Exact name of Registrant as Specified in its Charter)

Minnesota

(State Or Other Jurisdiction Of Incorporation)

001-31588	41-0957999
(Commission File Number)	(I.R.S. Employer Identification No.)
10900 Red Circle Drive Minnetonka , MN	55343
(Address Of Principal Executive Offices)	(Zip Code)

(952) 996-1674

Registrant’s Telephone Number, Including Area Code

Securities registered pursuant to Section 12(b) of the Act

Title of Each Class	Trading Symbol	N ame of each exchange on which registered
Common Stock, par value, $.05 per share	JCS	Nasdaq

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):

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

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Item 8.01 Other Events

On February 15, 2022, Communications Systems, Inc. ("CSI" or the "Company") entered into a First Amendment to Purchase Agreement ("Amendment") to the Purchase Agreement dated November 14, 2022 ("Purchase Agreement") with Buhl Investors LLC, a Minnesota limited liability company, or its affiliated assignee ("Buyer") for the sale of the Company's headquarters building ("the Building") located at 10900 Red Circle Drive, Minnetonka, Minnesota, for $6.8 million.

Among other things, the Amendment extends the Contingency Termination Date, as defined in the Purchase Agreement, from Februay16, 2022 to April 11, 2022, and the Closing Date, as defined in the Purchase Agreement, to on or before April 26, 2022.

The closing of the transaction is subject to a number of closing conditions, including Buyer's ability to complete due diligence by the Contingency Termination Date, Buyer's ability to obtain regulatory approval for its intended use of the property as a multi-tenant office building, as well as CSI and Buyer negotiating and entering a lease agreement under which CSI or an affiliated company would lease a portion of the space within the Building.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.	Financial Statements and Exhibits.
(d)	Exhibits.
	The following exhibits are filed with this Form 8-K.

Exhibit Number	Exhibit
10.1	First Amendment to Purchase Amendment dated February 15, 2022, to Purchase Agreement dated November 18, 2021, between Communications Systems, Inc. and Buhl Investors LLC, a Minnesota limited liability company, or its affiliated assignee with respect to property at 10900 Red Circle Drive, Minnetonka, Minnesota.

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, thereunto duly authorized.

COMMUNICATIONS SYSTEMS, INC.
By:	/s/ Mark D. Fandrich
	Mark D. Fandrich, Chief Financial Officer

Date: February 16, 2022

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