SUNW Sunworks Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

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SUNWORKS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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Sunworks, Inc.

2270 Douglas Blvd, Suite #216

Roseville, CA 95661

June 2, 2021

Dear Stockholders:

As you are aware, the 2021 annual meeting of the stockholders (the “Annual Meeting”) of Sunworks, Inc. (the “Company,” “we,” or “our”) will be held on Wednesday, June 16, 2021 at 9:00 a.m. (local time), via a live webcast, which can be accessed on the Internet by visiting http://www.cstproxy.com/sunworksusa/2021 and recorded from 1555 Freedom Blvd, 200 West, Provo, Utah 84604. The information in this letter is intended to supplement and amend certain information included in the definitive proxy statement relating to the Annual Meeting, which was filed with the Securities and Exchange Commission on May 6, 2021 (the “Proxy Statement”).

Quorum Requirement

The purpose of this letter is to provide new information about the quorum requirement for the Annual Meeting. On June 1, 2021, our Board of Directors adopted resolutions to amend our Bylaws to provide that the holders of 33 1/3% of the shares of capital stock entitled to vote, represented in person or by proxy, will constitute a quorum at all meetings of our stockholders for the transaction of business (the “Bylaw Amendment”), including at the Annual Meeting. Our Bylaws previously provided that the holders of a majority of the shares of capital stock entitled to vote, represented in person or by proxy, would constitute a quorum at all meetings of our stockholders for the transaction of business.

A majority of our stockholders hold their shares in “street name.” These stockholders are beneficial owners of shares registered in the name of a broker, bank or other nominee. If you are a beneficial owner of shares held in street name and do not provide the nominee that holds your shares with specific voting instructions, the nominee may generally vote your shares in its discretion on “discretionary” or “routine” matters. Proposal 5 in the Proxy Statement (the ratification of the selection of our accounting firm) is considered a discretionary matter. If a nominee elects to exercise its discretionary voting rights, the shares voted by the nominee will be considered present at the meeting and included in the number of shares required to reach a quorum for the meeting.

Recently, many of the nominees that hold a significant number of shares of our common stock for the benefit of our stockholders have adopted a policy of not exercising their voting rights on discretionary matters. Therefore, unless our stockholders who beneficially own shares in street name provide these nominees with specific voting instructions to vote their shares, the shares of common stock registered in the name of such nominees will not be counted toward quorum. If we are unable to reach a quorum at our Annual Meeting, we will not be able to hold a valid stockholders meeting and our stockholders will not be able to vote on the matters submitted to them until a quorum is present. By reducing the quorum requirement from a majority of our capital stock entitled to vote to 33 1/3% of our capital stock entitled to vote, we are more likely to reach quorum and hold a valid stockholders meeting.

Impact on Proposals 2, 3, 4 and 5

The approval of each of Proposals 2, 3, 4 and 5 requires the affirmative vote of a majority of the outstanding shares of common stock present virtually or represented by proxy and entitled to vote on the proposal at the Annual Meeting. As a result of the Bylaw Amendment, fewer shares of capital stock entitled to vote, represented in person virtually or by proxy will be required to constitute a quorum at the Annual Meeting. This means that, if the number of shares represented at the Annual Meeting satisfies the new quorum requirement but is less than a majority of our outstanding shares of capital stock entitled to vote, the affirmative vote of fewer shares will be required to approve each of Proposals 2, 3, 4 and 5 than if the Bylaw Amendment had not been approved.

Additional Information

This letter should be read in conjunction with the Proxy Statement, which we encourage you to read carefully and in its entirety before making a voting decision. To the extent that information in this letter differs from or updates information contained in the Proxy Statement, the information contained herein supersedes the information contained in the Proxy Statement.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the Proxy Statement, as supplemented hereby, and submit your proxy or voting instructions as soon as possible. For instructions on how to vote your shares, please refer to the Proxy Statement or, if your shares are held in street name, the instructions provided by your bank, broker or nominee.

We look forward to seeing you at the Annual Meeting.

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