SC 13D/A 1 formsc13da.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

ISUN, INC.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

465246106

(CUSIP Number)

 

Jeffrey Peck, 400 Avenue D, Suite 10, Williston, VT 05495 (802) 658-3378

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

February 16, 2021

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [  ].

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 
CUSIP No. 46524610613D/APage 2 of 19 Pages

 

1.

Names of reporting persons

 

Jeffrey Peck

 
2.

Check the appropriate box if a member of group (See Instructions)

 

 

(a)[X]

(b) [  ]

3.

SEC use only

 

 

 
4.

Source of funds (See Instructions)

 

SC

 
5.

Check if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)

 

 

[  ]
6.

Citizenship or place of organization

 

United States

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

7.

 

Sole voting power

 

2,752,284

 

8.

 

Shared voting power

 

0

 

9.

 

Sole dispositive power

 

1,477,640

 
10.

Shared dispositive power

0

 

 
11.

Aggregate amount beneficially owned by each reporting person

 

2,752,284

 
12.

Check if the aggregate amount in row (11) excludes certain shares (See Instructions)

 

 

[  ]
13.

Percent of class represented by amount in row (11)

 

34.22%

 
14.

Type of reporting person (See Instructions)

 

IN

 
         

 

 
CUSIP No. 46524610613D/APage 3 of 19 Pages

 

1.

Names of reporting persons

 

Veroma, LLC

 
2.

Check the appropriate box if a member of group (See Instructions)

 

 

(a)[X]

(b) [  ]

3.

SEC use only

 

 

 
4.

Source of funds (See Instructions)

 

SC

 
5.

Check if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)

 

 

[  ]
6.

Citizenship or place of organization

 

State of New York

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

7.

 

Sole voting power

 

0

 

8.

 

Shared voting power

 

0

 

9.

 

Sole dispositive power

 

0

 
10.

Shared dispositive power

 

271,652

 
11.

Aggregate amount beneficially owned by each reporting person

 

271,652

 
12.

Check if the aggregate amount in row (11) excludes certain shares (See Instructions)

 

 

[  ]
13.

Percent of class represented by amount in row (11)

 

3.38%

 
14.

Type of reporting person (See Instructions)

 

IN

 
         

 

 
CUSIP No. 46524610613D/APage 4 of 19 Pages

 

1.

Names of reporting persons

 

Michael d’Amato

 
2.

Check the appropriate box if a member of group (See Instructions)

 

 

(a)[X]

(b) [  ]

3.

SEC use only

 

 

 
4.

Source of funds (See Instructions)

 

SC

 
5.

Check if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)

 

 

[  ]
6.

Citizenship or place of organization

 

United States

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

7.

 

Sole voting power

 

0

 

8.

 

Shared voting power

 

0

 

9.

 

Sole dispositive power

 

0

 
10.

Shared dispositive power

 

271,652

 
11.

Aggregate amount beneficially owned by each reporting person

 

271,652

 
12.

Check if the aggregate amount in row (11) excludes certain shares (See Instructions)

 

 

[  ]
13.

Percent of class represented by amount in row (11)

 

3.38%

 
14.

Type of reporting person (See Instructions)

 

IN

 
         

 

 
CUSIP No. 46524610613D/APage 5 of 19 Pages

 

1.

Names of reporting persons

 

Roger G. Branton

 
2.

Check the appropriate box if a member of group (See Instructions)

 

 

(a)[X]

(b) [  ]

3.

SEC use only

 

 

 
4.

Source of funds (See Instructions)

 

SC

 
5.

Check if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)

 

 

[  ]
6.

Citizenship or place of organization

 

United States

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

7.

 

Sole voting power

 

0

 

8.

 

Shared voting power

 

0

 

9.

 

Sole dispositive power

 

0

 
10.

Shared dispositive power

 

275,000

 
11.

Aggregate amount beneficially owned by each reporting person

 

275,000

 
12.

Check if the aggregate amount in row (11) excludes certain shares (See Instructions)

 

 

[  ]
13.

Percent of class represented by amount in row (11)

 

3.44%

 
14.

Type of reporting person (See Instructions)

 

IN

 
         

 

 
CUSIP No. 46524610613D/APage 6 of 19 Pages

 

1.

Names of reporting persons

 

Branton Partners, LLC

 
2.

Check the appropriate box if a member of group (See Instructions)

 

 

(a)[X]

(b) [  ]

3.

SEC use only

 

 

 
4.

Source of funds (See Instructions)

 

SC

 
5.

Check if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)

 

 

[  ]
6.

Citizenship or place of organization

 

State of Delaware

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

7.

 

Sole voting power

 

0

 

8.

 

Shared voting power

 

0

 

9.

 

Sole dispositive power

 

0

 
10.

Shared dispositive power

 

275,000

 
11.

Aggregate amount beneficially owned by each reporting person

 

275,000

 
12.

Check if the aggregate amount in row (11) excludes certain shares (See Instructions)

 

 

[  ]
13.

Percent of class represented by amount in row (11)

 

3.44%

 
14.

Type of reporting person (See Instructions)

 

OO

 
         

 

 
CUSIP No. 46524610613D/APage 7 of 19 Pages

 

1.

Names of reporting persons

 

Richard L. Mooers

 
2.

Check the appropriate box if a member of group (See Instructions)

 

 

(a)[X]

(b) [  ]

3.

SEC use only

 

 

 
4.

Source of funds (See Instructions)

 

SC

 
5.

Check if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)

 

 

[  ]
6.

Citizenship or place of organization

 

United States

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

7.

 

Sole voting power

 

0

 

8.

 

Shared voting power

 

0

 

9.

 

Sole dispositive power

 

0

 
10.

Shared dispositive power

 

275,000

 
11.

Aggregate amount beneficially owned by each reporting person

 

275,000

 
12.

Check if the aggregate amount in row (11) excludes certain shares (See Instructions)

 

 

[  ]
13.

Percent of class represented by amount in row (11)

 

3.44%

 
14.

Type of reporting person (See Instructions)

 

IN

 
         

 

 
CUSIP No. 46524610613D/APage 8 of 19 Pages

 

1.

Names of reporting persons

 

Mooers Partners, LLC

 
2.

Check the appropriate box if a member of group (See Instructions)

 

 

(a)[X]

(b) [  ]

3.

SEC use only

 

 

 
4.

Source of funds (See Instructions)

 

SC

 
5.

Check if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)

 

 

[  ]
6.

Citizenship or place of organization

 

State of Delaware

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

7.

 

Sole voting power

 

0

 

8.

 

Shared voting power

 

0

 

9.

 

Sole dispositive power

 

0

 
10.

Shared dispositive power

 

275,000

 
11.

Aggregate amount beneficially owned by each reporting person

 

275,000

 
12.

Check if the aggregate amount in row (11) excludes certain shares (See Instructions)

 

 

[  ]
13.

Percent of class represented by amount in row (11)

 

3.44%

 
14.

Type of reporting person (See Instructions)

 

OO

 
         

 

 
CUSIP No. 46524610613D/APage 9 of 19 Pages

 

1.

Names of reporting persons

 

Corundum AB

 
2.

Check the appropriate box if a member of group (See Instructions)

 

 

(a)[X]

(b) [  ]

3.

SEC use only

 

 

 
4.

Source of funds (See Instructions)

 

SC

 
5.

Check if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)

 

 

[  ]
6.

Citizenship or place of organization

 

Sweden

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

7.

 

Sole voting power

 

0

 

8.

 

Shared voting power

 

0

 

9.

 

Sole dispositive power

 

90,660

 
10.

Shared dispositive power

 

0

 
11.

Aggregate amount beneficially owned by each reporting person

 

90,660

 
12.

Check if the aggregate amount in row (11) excludes certain shares (See Instructions)

 

 

[  ]
13.

Percent of class represented by amount in row (11)

 

1.13%

 
14.

Type of reporting person (See Instructions)

 

OO

 
         

 

 
CUSIP No. 46524610613D/APage 10 of 19 Pages

 

1.

Names of reporting persons

 

Joseph Bobier

 
2.

Check the appropriate box if a member of group (See Instructions)

 

 

(a)[X]

(b) [  ]

3.

SEC use only

 

 

 
4.

Source of funds (See Instructions)

 

SC

 
5.

Check if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)

 

 

[  ]
6.

Citizenship or place of organization

 

Unites States Citizen

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

7.

 

Sole voting power

 

0

 

8.

 

Shared voting power

 

0

 

9.

 

Sole dispositive power

 

22,665

 
10.

Shared dispositive power

 

0

 
11.

Aggregate amount beneficially owned by each reporting person

 

22,665

 
12.

Check if the aggregate amount in row (11) excludes certain shares (See Instructions)

 

 

[  ]
13.

Percent of class represented by amount in row (11)

 

0.28%

 
14.

Type of reporting person (See Instructions)

 

IN

 
         

 

 
CUSIP No. 46524610613D/APage 11 of 19 Pages

 

1.

Names of reporting persons

 

John Sullivan

 
2.

Check the appropriate box if a member of group (See Instructions)

 

 

(a)[X]

(b) [  ]

3.

SEC use only

 

 

 
4.

Source of funds (See Instructions)

 

SC

 
5.

Check if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)

 

 

[  ]
6.

Citizenship or place of organization

 

Unites States Citizen

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

7.

 

Sole voting power

 

0

 

8.

 

Shared voting power

 

0

 

9.

 

Sole dispositive power

 

39,667

 
10.

Shared dispositive power

 

0

 
11.

Aggregate amount beneficially owned by each reporting person

 

39,667

 
12.

Check if the aggregate amount in row (11) excludes certain shares (See Instructions)

 

 

[  ]
13.

Percent of class represented by amount in row (11)

 

0.49%

 
14.

Type of reporting person (See Instructions)

 

IN

 
         

 

 
CUSIP No. 46524610613D/APage 12 of 19 Pages

 

1.

Names of reporting persons

 

Sassoon M. Peress

 
2.

Check the appropriate box if a member of group (See Instructions)

 

 

(a)[X]

(b) [  ]

3.

SEC use only

 

 

 
4.

Source of funds (See Instructions)

 

SC

 
5.

Check if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)

 

 

[  ]
6.

Citizenship or place of organization

 

Canada

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

7.

 

Sole voting power

 

0

 

8.

 

Shared voting power

 

0

 

9.

 

Sole dispositive power

 

300,000

 
10.

Shared dispositive power

 

0

 
11.

Aggregate amount beneficially owned by each reporting person

 

300,000

 
12.

Check if the aggregate amount in row (11) excludes certain shares (See Instructions)

 

 

[  ]
13.

Percent of class represented by amount in row (11)

 

3.75%

 
14.

Type of reporting person (See Instructions)

 

IN

 
         

 

 
CUSIP No. 46524610613D/APage 13 of 19 Pages

 

Item 1.Security and Issuer

 

The securities covered by this Schedule 13D/A are shares of Common Stock, par value $0.0001 per share (the “Common Stock”) of iSun, Inc. formerly known as The Peck Company Holdings, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 400 Avenue D, Suite 10, Williston, Vermont 05495.

 

Item 2.Identity and Background

 

(a), (f) This statement is being filed on behalf of:

 

  (i) Jeffrey Peck, a citizen of the United States of America;
     
  (ii) Veroma, LLC, a New York limited liability company (“Veroma”)
     
  (iii) Michael d’Amato, a citizen of the United States of America;
     
  (iv) Roger G. Branton, a citizen of the United States of America;
     
  (v) Branton Partners, LLC, a Delaware limited liability company (“Branton Partners”);
     
  (vi) Richard L. Mooers, a citizen of the United States of America;
     
  (vii) Mooers Partners, LLC, a Delaware limited liability company (“Mooers Partners”);
     
  (viii) Corundum AB, a Swedish limited company (“Corundum”); and
     
  (ix) Joseph Bobier, a citizen of the United States of America
     
  (x) Sassoon M. Peress, a citizen of Canada;
     
  (xi) John Sullivan , a citizen of the United States (together with Jeffrey Peck, Veroma, Michael d’Amato, Roger G. Branton, Branton Partners, Richard L. Mooers, Mooers Partners, Corundum AB, Joseph Bobier, Sassoon Peress the “Reporting Persons”)

 

Messrs. Peress and Sullivan have become parties to the Voting Agreement, dated as of June 20, 2019, a copy of which is incorporated herein by reference as Exhibit 2.

 

The Reporting Persons, other than Messrs. Peress and Sullivan, have entered into a Joint Filing Agreement, dated as of July 1, 2019, a copy of which is incorporated herein by reference as Exhibit 5. Each of Messrs. Peress and Sullivan have entered into a Joint Filing Agreement, dated as of February 16, 2021, copies of which are incorporated herein by reference as Exhibits 7 and 8 respectively.

 

(b)The business address of Jeffrey Peck is 400 Avenue D, Suite 10, Williston, VT 05495.

 

The business address of each of Veroma and Michael d’Amato is 208 Midwood Street, Brooklyn, NY 11225.

 

The business address of each of Roger G. Branton, Branton Partners, Richard L. Mooers and Mooers Partners is 240 South Pineapple Ave., Suite 701, Sarasota, FL 34236.

 

The business address of Corundum is Box 57, 182 05 Djursholm, Stockholms län.

 

The business address of Joseph Bobier is 122 Ruthlawn Dr, South Charleston, WV 25309.

 

The business address of John Sullivan is 400 Avenue D, Suite 10, Williston, VT 05495.

 

The business address of Sassoon M. Peress is 400 Avenue D, Suite 10, Williston, VT 05495.

 

(c)Jeffrey Peck is the Chief Executive Officer of the Issuer and a member of the Issuer’s Board of Directors. The business address of the Issuer is 400 Avenue D, Suite 10, Williston, VT 05495.

 

Michael d’Amato is a Managing Member of Veroma. Veroma’s principal business is to business development consulting. Michael d’Amato, as President of Veroma, may be deemed to have the shared power to dispose or direct the disposition of the shares of Common Stock of the Issuer that are directly held by Veroma.

 

Roger G. Branton is the Managing Member of Branton Partners. The principal business of Branton Partners is investment management. Roger G. Branton, as Managing Member of Branton Partners, may be deemed to have the shared power to dispose or direct the disposition of the shares of Common Stock of the Issuer that are directly held by Branton Partners.

 

Richard L. Mooers is the Managing Member of Mooers Partners. The principal business of Mooers Partners is investment management. Richard L. Mooers, as Managing Member of Mooers Partners, may be deemed to have the shared power to dispose or direct the disposition of the shares of Common Stock of the Issuer that are directly held by Mooers Partners.

 

 
CUSIP No. 46524610613D/APage 14 of 19 Pages

 

Corundum’s principal business is investment management.

 

Joseph Bobier is an individual investor. The address of Joseph Bobier is 122 Ruthlawn Dr, South Charleston, WV 25309.

 

Sassoon M. Peress is Chief Innovation and Experience Officer of the Issuer. The business address of Mr. Peress is 400 Avenue D, Suite 10, Williston,, VT 05495.

 

John Sullivan is Chief Financial Officer of the Issuer. The business address of Mr. Sullivan is 400 Avenue D, Suite 10, Williston, VT 05495.

 

(d) None of the Reporting Person have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) None of the Reporting Person have, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.Source and Amount of Funds or Other Consideration

 

As reported on Schedule 13D filed on June 20, 2019 (the “Closing Date”), the Issuer consummated the previously announced business combination (the “Business Combination”) pursuant to a Share Exchange Agreement, dated as of February 26, 2019 (the “Exchange Agreement”), by and among the Issuer, Peck Electric and Peck Electric’s stockholders (the “Stockholders”). In connection with the closing of the Business Combination (the “Closing”), the Issuer changed its name from “Jensyn Acquisition Corp.” to “The Peck Company Holdings, Inc.” “Jensyn” refers to the Registrant prior to the Closing. In connection with the Closing, Jensyn issued 3,234,501 shares of Jensyn’s Common Stock to the Stockholders in exchange for all of the equity securities of Peck Electric, and Peck Electric became a wholly-owned subsidiary of the Issuer. In this regard, the following Reporting Persons received the following number of shares of Common Stock in consideration for their equity securities of Peck Electric: (a) Jeffrey Peck received 1,406,974 shares of Common Stock; (b) Veroma received 213,318 shares of Common Stock; (c) Mooers Partners received 335,976 shares of Common Stock; (d) Branton Partners received 335,976 shares of Common Stock; (e) Corundum received 90,660 shares of Common Stock; and (f) Joseph Bobier received 90,660 shares of Common Stock.

 

The foregoing summary of the Exchange Agreement is qualified in its entirety by reference to the Exchange Agreement, a copy of which is filed as Exhibit 2.2 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2019, which was attached to the Schedule 13D as Exhibit 1 and incorporated herein by reference.

 

On January 19, 2021 the Issuer changed its name of iSun, Inc.

 

On January 19, 2021, the Issuer entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement’) with Peck Mercury, Inc., iSun Energy, LLC, and Sassoon M. Peress. Pursuant to the Merger Agreement, Mr. Peress was issued shares of Common Stock, Warrants and other consideration. Mr. Peress was issued 200,000 shares of Common Stock at Closing. Mr. Peress has executed an Irrevocable Proxy in favor of Mr. Peck with respect to such shares of Common Stock.

 

Pursuant to the Merger Agreement, Mr. Peress was issued a Warrant to acquire 100,000 shares of Common Stock. Mr. Peress exercised such Warrant on February 8, 2021 and was issued 100,000 shares of Common. Mr. Peress has executed an Irrevocable Proxy in favor of Mr. Peck with respect to such shares of Common Stock.

 

The foregoing summary of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange

Commission on January 25, 2021, incorporated herein by reference.

 

On January 4, 2021 the Board of Directors of the Issued approve a grant of shares of Common Stock and Non-Qualified Stock Options to Messrs. Peck, d’Amato and Sullivan. The shares of Common Stock are subject to vesting. As of the date of this Amendment No. 1 the shares of Common Stock have vested in the following amounts: Mr. Peck – 27,333, Mr. d’Amato – 18,666, and Mr. Sullivan – 15,666.

 

The Non-Qualified Stock Options are similarly subject to restrictions on exercise. As of the date of this Amendment No. 1 the Non-Qualified Stock Options are exercisable in the following amounts: Mr. Peck – 43,333, Mr. D’Amato – 21,666, and Mr. Sullivan - 14,000/

 

Item 4.Purpose of Transaction

 

Jeffrey Peck, Veroma, Mooers Partners, Branton Partners, Corundum and Joseph Bobier previously held shares of capital stock in Peck Electric and received the shares of Common Stock as consideration from the Issuer pursuant to the terms of the above described Exchange Agreement in connection with the Business Combination.

 

Mr. Peress received the shares of Common Stock as consideration from the Issuer pursuant to the above described Merger Agreement.

 

Mr. Peck, Mr. d’Amato and Mr. Sullivan received the shares of Common Stock and Non-Qualified Stock Options from the Issuer pursuant to the Issuer’s 2020 Equity Incentive Plan.

 

 
CUSIP No. 46524610613D/APage 15 of 19 Pages

 

Jeffrey Peck intends to participate in and influence the affairs of the Issuer through his positions as Chief Executive Officer of the Issuer and a member of its Board of Directors through his voting rights with respect to ownership of the Common Stock of the Issuer.

 

Subject to applicable legal requirements, the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on their evaluation of the Issuer’s business, prospects and financial condition, the market for the Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons’ ownership of the Issuer’s securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time. The Reporting Persons reserve the right to increase or decrease their holdings on such terms and at such times as they may decide.

 

Other than as described above, the Reporting Persons do not have any plan or proposal relating to or that would result in:

 

(a)the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer;
  
(b)an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
  
(c)a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
  
(d)any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer;
  
(e)any material change in the present capitalization or dividend policy of the Issuer;
  
(f)any other material change in the Issuer’s business or corporate structure;
  
(g)any changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
  
(h)a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
  
(i)a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
  
(j)any action similar to those enumerated above.

 

Item 5.Interest in Securities of the Issuer

 

(a) — (b)

 

 

           (b)
Number of Shares as to which the person has:
Name  (a)
Amount
Beneficially
Owned
   (a)
Percent
of Class*
   Sole Power to
Vote or to
Direct the
Vote
  Shared
Power to
Vote or to
Direct the
Vote
   Sole Power to
Dispose or to
Direct the
Disposition of
   Shared Power to
Dispose or to
Direct the
Disposition of
 
Jeffrey Peck   2,752,284    34.22%  2,752,284   0    1,477,640        0 

 

           (b)
Number of Shares as to which the person has:
Name  (a)
Amount
Beneficially
Owned
   (a)
Percent
of Class*
   Sole Power to
Vote or to
Direct the
Vote
  Shared
Power to
Vote or to
Direct the
Vote
   Sole Power to
Dispose or to
Direct the
Disposition of
   Shared Power to
Dispose or to
Direct the
Disposition of
 
Veroma, LLC    271,652    3.38%  0    0    0    271,652 

 

           (b)
Number of Shares as to which the person has:
Name  (a)
Amount
Beneficially
Owned
   (a)
Percent
of Class*
   Sole Power to
Vote or to
Direct the
Vote
  Shared
Power to
Vote or to
Direct the
Vote
   Sole Power to
Dispose or to
Direct the
Disposition of
   Shared Power to
Dispose or to
Direct the
Disposition of
 
Michael D’Amato    271,652    3.38%  0    0    0    271,652 

 

 
CUSIP No. 46524610613D/APage 16 of 19 Pages

 

           (b)
Number of Shares as to which the person has:
Name  (a)
Amount
Beneficially
Owned
   (a)
Percent
of Class*
   Sole Power to
Vote or to
Direct the
Vote
  Shared
Power to
Vote or to
Direct the
Vote
   Sole Power to
Dispose or to
Direct the
Disposition of
   Shared Power to
Dispose or to
Direct the
Disposition of
 
Roger G. Branton    275,000    3.44%  0    0    0    275,000 

 

           (b)
Number of Shares as to which the person has:
Name  (a)
Amount
Beneficially
Owned
   (a)
Percent
of Class*
   Sole Power to
Vote or to
Direct the
Vote
  Shared
Power to
Vote or to
Direct the
Vote
   Sole Power to
Dispose or to
Direct the
Disposition of
   Shared Power to
Dispose or to
Direct the
Disposition of
 
Branton Partners, LLC    275,000    3.44%  0    0    0    275,000 

 

           (b)
Number of Shares as to which the person has:
Name  (a)
Amount
Beneficially
Owned
   (a)
Percent
of Class*
   Sole Power to
Vote or to
Direct the
Vote
  Shared
Power to
Vote or to
Direct the
Vote
   Sole Power to
Dispose or to
Direct the
Disposition of
   Shared Power to
Dispose or to
Direct the
Disposition of
 
Richard L. Mooers    275,000    3.44%  0    0    0    275,000 

 

           (b)
Number of Shares as to which the person has:
Name  (a)
Amount
Beneficially
Owned
   (a)
Percent
of Class*
   Sole Power to
Vote or to
Direct the
Vote
  Shared
Power to
Vote or to
Direct the
Vote
   Sole Power to
Dispose or to
Direct the
Disposition of
   Shared Power to
Dispose or to
Direct the
Disposition of
 
Mooers Partners, LLC   275,000    3.44%  0   0    0    275,000 

 

           (b)
Number of Shares as to which the person has:
Name  (a)
Amount
Beneficially
Owned
   (a)
Percent
of Class*
   Sole Power to
Vote or to
Direct the
Vote
  Shared
Power to
Vote or to
Direct the
Vote
   Sole Power to
Dispose or to
Direct the
Disposition of
   Shared Power to
Dispose or to
Direct the
Disposition of
 
Corundum AB    90,660    1.13%  0    0    90,660    0 

 

           (b)
Number of Shares as to which the person has:
Name  (a)
Amount
Beneficially
Owned
   (a)
Percent
of Class*
   Sole Power to
Vote or to
Direct the
Vote
  Shared
Power to
Vote or to
Direct the
Vote
   Sole Power to
Dispose or to
Direct the
Disposition of
   Shared Power to
Dispose or to
Direct the
Disposition of
 
Joseph Bobier    22,665    0.28%  0    0    22,665    0 

 

           (b)
Number of Shares as to which the person has:
Name  (a)
Amount
Beneficially
Owned
   (a)
Percent
of Class*
   Sole Power to
Vote or to
Direct the
Vote
  Shared
Power to
Vote or to
Direct the
Vote
   Sole Power to
Dispose or to
Direct the
Disposition of
   Shared Power to
Dispose or to
Direct the
Disposition of
 
John Sullivan    39,667    0.49%  0    0    39,667    0 

 

           (b)
Number of Shares as to which the person has:
Name  (a)
Amount
Beneficially
Owned
   (a)
Percent
of Class*
   Sole Power to
Vote or to
Direct the
Vote
  Shared
Power to
Vote or to
Direct the
Vote
   Sole Power to
Dispose or to
Direct the
Disposition of
   Shared Power to
Dispose or to
Direct the
Disposition of
 
Sassoon M. Peress    300,000    3.75%  0    0    300,000    0 

 

* Based on 7,999,700 shares of Common Stock outstanding as of the date of this Amendment – as reported by the Issuer’s transfer agent.

 

 
CUSIP No. 46524610613D/APage 17 of 19 Pages

 

(c)Except for the transactions described in Items 3, 4, 5 or 6 of this Schedule 13D, which are incorporated by reference into this Item5(c), during the last sixty days there were no transactions with respect to the Common Stock effected by the Reporting Person.

 

(d)No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities discussed herein.

 

(e)Not applicable.

 

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Pursuant to the Exchange Agreement described further under Item 4, the following Reporting Persons received the following number of shares of Common Stock in consideration for their equity securities of Peck Electric: (a) Jeffrey Peck received 1,406,974 shares of Common Stock; (b) Veroma received 213,318 shares of Common Stock; (c) Mooers Partners received 335, 976 shares of Common Stock; (d) Branton Partners received 335,976 shares of Common Stock; (e) Corundum received 90,660 shares of Common Stock; and (f) Joseph Bobier received 90,660 shares of Common Stock. The foregoing summary of the Exchange Agreement is qualified in its entirety by reference to the Exchange Agreement, a copy of which is filed as Exhibit 2.2 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2019, attached hereto as Exhibit 1 and incorporated herein by reference.

 

On June 20, 2019, Veroma, Mooers Partners, Branton Partners, Corundum and Joseph Bobier (the “Key Holders”) entered into a voting agreement with Jeffrey Peck and the Issuer (the “Voting Agreement”). Pursuant to the terms of the Voting Agreement, the Key Holders transferred to Jeffrey Peck all of the voting power they otherwise would have as a result of their ownership of shares of Common Stock of the Issuer. The foregoing summary of the Voting Agreement is qualified in its entirety by reference to the Voting Agreement, a copy of which was attached hereto as Exhibit 2.

 

On January 19, 2021, the Issuer entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement’), a copy of which is attached hereto as Exhibit 3, with Peck Mercury, Inc., iSun Energy, LLC, and Sassoon M. Peress. Pursuant to the Merger Agreement, Mr. Peress was issued shares of Common Stock, Warrants and other consideration. Mr. Peress was issued 200,000 shares of Common Stock at Closing. Mr. Peress has executed an Irrevocable Proxy in favor of Mr. Peck with respect to such shares of Common Stock, attached hereto as Exhibit 4.

 

Pursuant to the Merger Agreement, Mr. Peress was issued a Warrant to acquire 100,000 shares of Common Stock. Mr. Peress exercised such Warrant on February 8, 2021 and was issued 100,000 shares of Common. Mr. Peress has executed an Irrevocable Proxy in favor of Mr. Peck with respect to such shares of Common Stock.

 

Other than as described in this Amendment No. 1 to Schedule 13D, to the best of the Reporting Person’s knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any person with respect to any securities of the Issuer.

 

Item 7.

  Material to be Filed as Exhibits
     
Exhibit 1  

Form of Exchange Agreement (incorporated by reference to Exhibit 2.2 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2019).

     
Exhibit 2  

Voting Agreement dated June 20, 2019 by and among certain of the Reporting Persons.(incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on June 27, 2019)

     
Exhibit 3  

Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 25, 2021)

     
Exhibit 4  

Irrevocable Proxy (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 25, 2021)

     
Exhibit 5  

Agreement as to Joint Filing of Schedule 13D, dated as of July 1, 2019 among certain of the Reporting Persons (incorporated by reference to Exhibit 3 to the Schedule 13D filed with the Securities and Exchange Commission on July 2, 2019)

     
Exhibit 7*  

Agreement as to Joint Filing of Schedule 13D, dated as of February 16, 2021 between Jeffrey Peck and Sassoon M. Peress.

     
Exhibit 8*   Agreement as to Joint Filing of Schedule 13D, dated as of February 16, 2021 between Jeffrey Peck and John Sullivan.

 

*Filed herewith. 

 

 
CUSIP No. 46524610613D/APage 18 of 19 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 18, 2021

 

  /s/ Jeffrey Peck
  Jeffrey Peck, individually
     
  VEROMA, LLC
      
  By: /s/ Michael d’Amato
  Name: Michael d’Amato
  Title: Managing Member
     
  /s/ Michael d’Amato
  Michael d’Amato, individually
     
  BRANTON PARTNERS, LLC
     
  By: /s/ Roger G. Branton
  Name: Roger G. Branton
  Title: Managing Member
     
  /s/ Roger G. Branton
  Roger G. Branton, individually
     
  MOOERS PARTNERS, LLC
     
  By: /s/ Richard L. Mooers
  Name: Richard L. Mooers
  Title: Managing Member
     
  /s/ Richard L. Mooers
  Richard L. Mooers, individually
     
  CORUNDUM AB
     
  By: /s/ Mats Wennberg
  Name: Mats Wennberg
  Title: Authorized Person
     
  /s/ Joseph Bobier
  Joseph Bobier, individually
     
  /s/ John Sullivan
  John Sullivan, individually
     
  /s/ Sassoon M. Peress
  Sassoon M. Peress, individually

 

 
CUSIP No. 46524610613D/APage 19 of 19 Pages

 

EXHIBIT INDEX

 

Exhibit   Description
     
Exhibit 1   Form of Exchange Agreement (incorporated by reference to Exhibit 2.2 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2019).
     
Exhibit 2  

Voting Agreement dated June 20, 2019 by and among certain of the Reporting Persons.(incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on June 27, 2019)

     
Exhibit 3  

Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 25, 2021)

     
Exhibit 4   Irrevocable Proxy (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 25, 2021)
     
Exhibit 5  

Agreement as to Joint Filing of Schedule 13D, dated as of July 1, 2019 among certain of the Reporting Persons (incorporated by reference to Exhibit 3 to the Schedule 13D filed with the Securities and Exchange Commission on July 2, 2019)

     
Exhibit 7*  

Agreement as to Joint Filing of Schedule 13D, dated as of February 16, 2021 between Jeffrey Peck and Sassoon M. Peress.

     
Exhibit 8*   Agreement as to Joint Filing of Schedule 13D, dated as of February 16, 2021 between Jeffrey Peck and John Sullivan.

 

*Filed herewith.