true FY 0001634447

 0001634447

 2023-01-01
 2023-12-31

 0001634447

 2024-03-31

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM
 10-K/A

 (Amendment
No. 1)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 OR

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from
to

 Commission
File No. 001-37707

 iSUN,
INC.

 (Exact
name of registrant as specified in its charter)

 Delaware

 47-2150172

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 Number)

 Avenue D, Suite 10

 Williston,
 Vermont

 05495

 (Address
 of Principal Executive Offices)

 (Zip
 Code)

 (802) 658-3378

 (Registrant's
telephone number)

 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, $0.0001 par value

 ISUN

 Nasdaq
 Capital Market

 Common
Stock, Par Value $0.0001

 (Title
of class)

 Securities
registered pursuant to Section 12(g) of the Act: NONE

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
 No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and, (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit). Yes No

by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained
herein and, will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262 (b)) by the registered public
accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

 YES
 NO

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 YES
 NO

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES NO

 The
aggregate market value of the Common Stock held by non-affiliates as of March 31, 2024 was $ 11,527,776.

 The
number of shares of the Registrant's Common Stock outstanding as of March 31, 2024 was 47,384,672.

 Auditor Name

 Auditor Location

 Auditor Firm ID

 Marcum LLP

 New York, NY

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 EXPLANATORY
NOTE

 iSun,
Inc. ("we," "us," "our," the "Company," or "iSun") is filing this Amendment
No. 1 on Form 10-K/A ("Amendment No. 1") to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2023
("Original Form 10-K"), filed with the U.S. Securities and Exchange Commission ("SEC") on April 16, 2024 ("Original
Filing Date"), to include the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously
omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K.

 Except
as expressly noted in this Amendment No. 1, this Amendment No. 1 does not reflect events that may have occurred subsequent to the Original
Filing Date or modify or otherwise update any other disclosures contained in the Original Form 10-K, including, without limitation, the
financial statements. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K.

 TABLE
OF CONTENTS

 Page

 PART
 III

 Item

 Directors, Executive Officers and Corporate Governance

 Item

 Executive Compensation

 Item

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item

 Certain Relationships and Related Transactions, and Director Independence

 Item

 Principal Accounting Fees and Services

 PART
III

 ITEM
 10.
 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors,
Executive Officers and Corporate Governance

 Directors
and Executive Officers

 Our
directors and executive officers are as follows:

 Name

 Age

 Position

 Peck

 Chief
 Executive Officer

 Rob
 Vanderbeek

 Interim
 Chief Financial Officer

 Frederick
 Myrick

 Vice President of Solar and Director

 Stewart
 Martin

 Andrew
 Matthy

 Claudia
 Meer

Peck was appointed Chief Executive Officer and President of the Company upon the closing of the Reverse Merger and
Recapitalization between the Company and Jensysn Acquisition Corp. which occurred on June 20, 2019 (the "Reverse Merger and
Recapitalization") and has served in those capacities except for a brief period in 2024. Mr. Peck previously was the majority
owner and President of Peck Electric Co. ("Peck Electric") since he purchased it from his family in the late 1990s.
Since then, Mr. Peck transformed Peck Electric from a local electrical contracting business to one of the largest commercial solar
EPC companies in the Northeastern United States, ranked 59 th in the U.S. for 2020 by Solar Power World (listed as,
"Peck Electric Company"). Mr. Peck grew Peck Electric to nearly 100 employees, with many employees having tenures of
over 30 years. Mr. Peck was also responsible for timing the strategic direction of Peck Electric's focus into solar EPC at the
time when solar installation became a profitable business in 2013 and also began investing in Company-owned arrays, with a current
portfolio of approximately three megawatts. Mr. Peck has served as Chairman of Vermont Electrical Contractors, Chairman of the Joint
Health and Welfare Committee as well as the IBEW Local 300 Pension funds. Mr. Peck graduated from Champlain College in 1993. Mr.
Peck is well qualified to serve as a director due to his extensive management experience of the Company.

 Rob
Vanderbeek was appointed to serve as Interim Chief Financial Officer of the Company pursuant to a Letter of Engagement between Novo
Advisors, LLC and the Company, dated April 16, 2024. Mr. Vanderbeek will not receive any direct compensation from the Company other than
indirectly in connection with the fees paid by the Company to Novo Advisors, LLC. Mr. Vanderbeek is a partner with Novo Advisors, LLC,
and has more than 30 years of restructuring, performance improvement and a deep understanding of corporate finance and due diligence
in a broad range of industries, including healthcare, renewable energy, financial services, transportation and trucking, manufacturing,
mortgage products, real estate, retail, hospitality, equipment leasing and distribution. Mr. Vanderbeek has led many companies facing
operational and financial challenges through the restructuring and sales processes for various constituents. He has served as interim
COO, CFO, Treasurer and other interim mandates related to complex matters and has also played key roles in operational cost rationalization
efforts.,

 Fredrick
"Kip" Myrick was appointed to the Board of Directors of the Company and Executive Vice President of Solar upon the consummation
of the Reverse Merger and Recapitalization. At the time, he had worked at Peck Electric for over 30 years. Mr. Myrick joined the Company
in 1988 as a journeyman electrician, and in 1993, Mr. Myrick was promoted to foreman and successfully managed the numerous small and
large-scale projects at Global Foundries, IBM's chip-manufacturing business. From 1995 to 1998 Mr. Myrick held positions of general
foreman and superintendent, then project manager/estimator in 2005. In 2006, Mr. Myrick became a significant minority stockholder in
the Company and its Vice President, then started the Peck Solar division in 2008 and has managed the construction of the largest solar
array in Vermont. Mr. Myrick is also responsible for the innovative dual-use farming of saffron with solar arrays in collaboration with
the University of Vermont, which has attracted national news attention. Mr. Myrick is a NABCEP-certified Photovoltaic Installation Professional
and holds a Vermont Master Electricians License. Mr. Myrick is well qualified to serve as a director due to his experience in solar project
design and construction.

 Stewart
Martin was appointed to the Board of Directors of the Company upon the consummation of the Company's Reverse Merger and Recapitalization
with Jensyn Acquisition Corp. and previously served as a member of Jensyn's Board of Directors since November 2016. Since August
2013, he has served as Executive Vice President, Sales and Producer Development of Marsh & McLennan Agencies – Florida, a subsidiary
of Marsh & McLennan Companies. He previously served as Senior Vice President and a member of the Board of Directors of Seitlin Insurance
and Advisors, which was acquired by Marsh & McLennan, LLC in November 2011. The Board determined that Mr. Martin qualifies as "independent"
in accordance with the published listing requirement. Mr. Martin is a member of the Company's Compensation Committee, Corporate
Governance/Nominating Committee and Audit Committee. Mr. Martin is well qualified to serve as independent director due to his substantial
management and previous board experience.

 Andrew
Matthy was appointed to the Board of Directors of the Company on June 2, 2021. The Board determined that Mr. Matthy qualifies as
"independent" in accordance with the published listing requirements of Nasdaq. Mr. Matthy has been appointed to the Company's
Compensation Committee, Corporate Governance/Nominating Committee and Audit Committee. Mr. Matthy previously served as Vice President
at Hobbs & Towne, one of the first executive search firms to ever focus on cleantech. In this role he placed senior executives in
many of the leading industry platforms, often building entire teams to facilitate new market entry. Starting his career off at Iron Mountain,
Andy has almost twenty years of building teams for leading finance and renewable energy firms, advising on strategy, compensation, capital
structuring and more. Mr. Matthy is well qualified to serve on the Company's Audit Committee as a financial expert.

 Claudia
Meer was appointed to the Board of Directors on February 1, 2021. The Board determined that Ms. Meer qualifies as
"independent" in accordance with the published listing requirements of Nasdaq. Ms. Meer has been appointed to the
Company's Compensation Committee, Corporate Governance/Nominating Committee and Audit Committee. Ms. Meer has more than 30
years' experience in corporate finance, strategy, creative deal structuring and executive leadership in real estate,
hospitality, telecom, financial services and renewable energy industries. For the past fifteen years she has driven financial
transactions in the clean energy industry. Ms. Meer currently serves as Chief Executive Officer of Coremax Consulting Inc., and
formerly served as Chief Investment Officer & Chief Financial Officer at AlphaStruxure, a venture created in early 2019 by the
Carlyle Group and Schneider Electric to develop and fund clean energy infrastructure. Ms. Meer currently serves as Director at
Newpark Resources, Inc. Ms. Meer is well qualified to serve on the Company's Audit Committee as a financial expert.

 Family
Relationships

 There
are no family relationships among any of our directors or executive officers.

 Involvement
in Certain Legal Proceedings

 No
officer, director, promoter or significant employee of the Company has been involved in the
last ten years in any of the following:

 any
 bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the
 time of the bankruptcy or within two years prior to that time;

 any
 conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor
 offenses);

 being
 subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
 permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities
 or banking activities;

 being
 found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have
 violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 having
 any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction
 against them as a result of their involvement in any type of business, securities, or banking activity;

 being
 the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity;
 or

 having
 any administrative proceeding been threatened against him/her related to their involvement in any type of business, securities, or
 banking activity.

 Code
of Ethics

 The
Company has adopted a code of ethics that applies to the directors, officers and employees of the Company. A copy of this code has been
filed with the Commission as Exhibit 14 to the Original Form 10-K.

 Classified
Board of Directors

 In
accordance with our Fifth Amended and Restated Certificate of Incorporation, our Board of Directors is divided into three classes,
i.e., Class A, Class B and Class C, with only one class of directors being elected in each year and the members of each class
serving a three-year term. Our Board of Directors consists of five members.

 During
the fiscal year ended December 31, 2023, our Board of Directors held three meetings and
acted by Unanimous Written Consent on nineteen occasions, and our Audit Committee, Compensation
Committee, Corporate Governance and Nominating Committee each held four meetings. During
the fiscal year ended December 31, 2023, each of our directors attended at least 75% of the Board meetings and their respective committee
meetings. The Company does not have a policy regarding director attendance at annual meetings but encourages the directors to attend
if possible.

 Corporate
Governance

 Committees
of the Board of Directors

 The
standing committees of our Board of Directors consists of an Audit Committee, a Compensation Committee and a Corporate Governance and
Nominating Committee. Each of the committees report to the Board of Directors as they deem appropriate and as the Board may request.
The composition, duties and responsibilities of these committees are set forth below.

 Audit
Committee

 The
Board has established an Audit Committee of the Board of Directors, which currently consists of Messrs. Matthy and Martin and Ms. Meer
as Chair, each of whom meets the independent director standard under Nasdaq's listing standards and under Rule 10A-3(b)(1) of the
Exchange Act. The Audit Committee's duties, which are specified in our Audit Committee Charter, include, but are not limited to:

 and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board
 whether the audited financial statements should be included in our Form 10-K;

 discussing
 with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation
 of our financial statements;

 discussing
 with management major risk assessment and risk management policies;

 monitoring
 the independence of the independent auditor;

 verifying
 the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible
 for reviewing the audit as required by law;

 and approving all related-party transactions;

 inquiring
 and discussing with management our compliance with applicable laws and regulations;

 pre-approving
 all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the
 services to be performed;

 appointing
 or replacing the independent auditor;

 determining
 the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and
 the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

 establishing
 procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls
 or reports which raise material issues regarding our financial statements or accounting policies; and

 approving
 reimbursement of expenses incurred by our management team in identifying potential target businesses.

 The
Audit Committee will at all times be composed exclusively of independent directors who are "financially literate" as defined
under Nasdaq's listing standards. The Nasdaq listing standards define "financially literate" as being able to read
and understand fundamental financial statements, including a company's balance sheet, income statement and cash flow statement.
In addition, we must certify to the Nasdaq Capital Market that the audit committee has, and will continue to have, at least one member
who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable
experience or background that results in the individual's financial sophistication. We have determined that each of Mr. Martin,
Mr. Matthy and Ms. Meer satisfy Nasdaq's definition of financial sophistication and Mr. Matthy and Ms. Meer each also qualifies
as an "audit committee financial expert," as defined under the rules and regulations of the SEC.

 Our
Board of Directors has adopted a written charter for the Audit Committee, which is available on our corporate website at www.isunenergy.com.
The information on our website is not part of this Amendment.

Committee

 The
current members of our Compensation Committee are Ms. Meer and Messrs. Martin and Matthy, with Mr. Martin serving as Chair of the Compensation
Committee. The Compensation Committee's duties, which are specified in our Compensation Committee Charter, include, but are not
limited to:

 and approving on an annual basis the corporate goals and objectives relevant to our President and Chief Executive Officer's
 compensation, evaluating our President and Chief Executive Officer's performance in light of such goals and objectives and
 determining and approving the remuneration of our President and Chief Executive Officer based on such evaluation;

 and approving the compensation of all of our other executive officers;

 our executive compensation policies and plans;

 implementing
 and administering our incentive compensation equity-based remuneration plans;

 reviewing,
 evaluating and recommending changes, if appropriate, to the remuneration for directors.

 Our
Board of Directors has adopted a written charter for the Corporate Governance and Nominating Committee, which is available on our corporate
website at www.isunenergy.com. The information on our website is not part of this Amendment. The charter also provides that the
Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other
adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before
engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee
will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

 Corporate
Governance and Nominating Committee

 Our
Corporate Governance and Nominating Committee is responsible for, among other matters: (1) identifying individuals qualified to become
members of our Board of Directors, consistent with criteria approved by our Board of Directors; (2) overseeing the organization of our
Board of Directors to discharge the Board's duties and responsibilities properly and efficiently; (3) identifying best practices
and recommending corporate governance principles; and (4) developing and recommending to our Board of Directors a set of corporate governance
guidelines and principles applicable to us.

 Our
Corporate Governance and Nominating Committee consists of Ms. Meer and Messrs. Matthy and Martin, with Mr. Matthy serving as Chair. Our
Board of Directors has adopted a written charter for the Corporate Governance and Nominating Committee, which is available on our corporate
website at www.isunenergy.com. The information on our website is not part of this Amendment.

Committee Interlocks and Insider Participation

 During
2023, no officer or employee served as a member of the Company's Compensation Committee. None of our executive officers serve as
a member of the Board of Directors or Compensation Committee of any entity that has one or more executive officers serving on our Board
of Directors or Compensation Committee.

Independence

 Our
Board of Directors has determined that Messrs. Martin, Matthy and Ms. Meer are "independent directors" as such term is defined
in Rule 10A-3 of the Exchange Act and the Nasdaq listing standards.

Diversity

 iSun
is currently in compliance with all ESG-related requirements of the SEC and of Nasdaq including the Board Diversity Disclosure Matrix
provided below.

 iSun, Inc. Board Diversity Matrix for 2023

 Total Number of Directors: 5

 Female

 Male

 Non-Binary

 Did Not

 Disclose
 Gender

 Part 1: Gender Identity

 Directors

 Part 2: Demographic Background

 African American or Black

 Alaskan Native or Native American

 Asian

 Hispanic or Latin

 Native Hawaiian or Pacific Islander

 White

 Two or more Races/Ethnicities

 LGBTQ+

 Did Not Disclose Demographic Background

 iSun, Inc. Board Diversity Matrix for 2024

 Total Number of Directors: 5

 Female

 Male

 Non-Binary

 Did Not
 Disclose
 Gender

 Part 1: Gender Identity

 Directors

 Part 2: Demographic Background

 African American or Black

 Alaskan Native or Native American

 Asian

 Hispanic or Latin

 Native Hawaiian or Pacific Islander

 White

 Two or more Races/Ethnicities

 LGBTQ+

 Did Not Disclose Demographic Background

 ITEM
11.
 EXECUTIVE
 COMPENSATION

Discussion and Analysis

 The
following Compensation Discussion and Analysis describes the material elements of compensation for our executive officers identified
in the Summary Compensation Table ("Named Executive Officers"), and executive officers that we may hire in the future. As
more fully described above, the Compensation Committee is responsible for recommendations relating to compensation of the Company's
directors and executive officers.

Program Objectives and Rewards

 Our
compensation philosophy is based on the premise of attracting, retaining, and motivating exceptional leaders, setting high goals, working
toward the common objectives of meeting the expectations of customers and stockholders, and rewarding outstanding performance. Following
this philosophy, in determining executive compensation, we consider all relevant factors, such as the competition for talent, our desire
to link pay with performance in the future, the use of equity to align executive interests with those of our Stockholders, individual
contributions, teamwork and performance, and each executive's total compensation package. We strive to accomplish these objectives
by compensating all executives with total compensation packages consisting of a combination of competitive base salary and incentive
compensation.

 The
primary purpose of the compensation and benefits described below is to attract, retain, and motivate highly talented individuals who
will engage in the behaviors necessary to enable us to succeed in our mission while upholding our values in a highly competitive marketplace.
Different elements are designed to engender different behaviors, and the actual incentive amounts, which may be awarded to each Named
Executive Officer are subject to the annual review of the Board of Directors. The following is a brief description of the key elements
of our planned executive compensation structure.

 Base
 salary and benefits are designed to attract and retain employees over time.

 Incentive
 compensation awards are designed to focus employees on the business objectives for a particular year.

 Equity
 incentive awards, such as stock options and non-vested stock, focus executives' efforts on the behaviors within the recipients'
 control that they believe are designed to ensure our long-term success as reflected in increases to our stock prices over a period
 of several years, growth in our profitability and other elements.

 Severance
 and change in control plans are designed to facilitate a company's ability to attract and retain executives as we compete for
 talented employees in a marketplace where such protections are commonly offered. We currently have not given separation benefits
 to any of our Named Executive Officers.

 Benchmarking

 The
company has not yet adopted benchmarking but may do so in the future. When making compensation decisions, our Board of Directors may
compare each element of compensation paid to our Named Executive Officers against a report showing comparable compensation metrics from
a group that includes both publicly-traded and privately-held companies. Our Board believes that while such peer group benchmarks are
a point of reference for measurement, they are not necessarily a determining factor in setting executive compensation as each executive
officer's compensation relative to the benchmark varies based on scope of responsibility and time in the position. We have not
yet formally established our peer group for this purpose.

 The
Elements of iSun's Compensation Program

 Base
Salary

officer base salaries are based on job responsibilities and individual contribution. The Board reviews the base salaries of our executive
officers, including our Named Executive Officers, considering factors such as corporate progress toward achieving objectives (without
reference to any specific performance-related targets) and individual performance experience and expertise. Additional factors reviewed
by the Board of Directors in determining appropriate base salary levels and raises include subjective factors related to corporate and
individual performance. For the year ended December 31, 2023, the Board of Directors approved all executive officer base salary decisions.

 Our
Board of Directors determines base salaries for the Named Executive Officers annually, and the Board, upon recommendation of the Compensation
Committee proposes new base salary amounts, if appropriate, based on its evaluation of individual performance and expected future contributions.

 Pay
Versus Performance Table

 The
Company has opted to comply with the less restrictive mandates regarding a "pay versus performance" table under Item 402(v)
of Regulation S-K because the Company is an "emerging growth company" as defined in Section 2(a)(19) of the Securities Act
of 1933, and therefore exempt from providing such a table for 2023.

 Summary
Compensation Table

 The
following table sets forth information regarding the compensation awarded to or earned by the executive officers listed below during
the years ended December 31, 2023 and 2022. As an emerging growth company, we have opted to comply with the reduced executive compensation
disclosure rules applicable to "smaller reporting companies," as such term is defined in the rules promulgated under the
Securities Act, which require compensation disclosure for only our principal executive officer and the two most highly compensated executive
officers other than our principal executive officer. Throughout this Amendment, these officers are referred to as our "named executive
officers."

 2022
& 2023 SUMMARY COMPENSATION TABLE

 Name
 and Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)

 Stock
 Awards ($)

 Non-Equity
 Incentive Plan Compensation ($)

 All
 Other Compensation ($)

 Total
 ($)

 Peck Chief

 2023

 $

 595,010

 267,500

 82,400

 -

 -

 $

 944,910

 Officer, President and Chairman

 2022

 $

 548,085

 $

 15,000

 $

 252,000

 —

 $

 —

 $

 815,085

 Frederick
 Myrick

 2023

 $

 400,000

 $

 $

 -

 $

 400,000

 Vice President of Solar

 2022

 $

 428,245

 $

 -

 $

 63,000

 —

 $

 —

 $

 491,245

 John
 Sullivan

 2023

 $

 325,000

 $

 152,500

 $

 41,200

 $

 518,700

 Former
 Chief Financial Officer

 2022

 $

 319,629

 $

 15,000

 $

 624,707

 —

 $

 —

 $

 959,336

 Nonqualified
Deferred Compensation

 We
did not sponsor any nonqualified defined contribution plans or other nonqualified deferred compensation plans during the years ended
December 31, 2023 and 2022. Similarly, we did not sponsor any nonqualified defined contribution plans or other nonqualified deferred
compensation plans during the years ended December 31, 2023 and 2022. Our management or the Company's Compensation Committee may elect to provide our
executive officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in
the future if we determine that doing so is in our best interests.

 Outstanding
Equity Awards as of December 31, 2023

 The
following options or other awards were issued to our Named Executive Officers under the Plan or were outstanding as of December 31, 2023.

 December 31, 2023

 Number of
 Options

 Weighted average
 exercise price

 Outstanding, beginning January 1, 2023

 576,334

 $
 3.80

 Granted

 410,000

 $
 1.03

 Exercised

 -

 $
 -

 Forfeited

 98,250

 -

 Outstanding, ending December 31, 2023

 888,084

 $
 2.94

 Exercisable at December 31, 2023

 605,249

 $
 2.84

Employment Agreements and Arrangements

 Messrs.
Peck, Sullivan, the Company's former Chief Financial Officer, and Myrick are parties to Employment Agreements and Change of
Control Agreements with the Company. Mr. Sullivan was not employed by the Company as of the date of the filing
of this Form 10-K/A. Material terms of the Employment Agreements are as follows:

 Name

 Date
 of Agreement

 Title

 Term

 Peck

 Chief
 Executive Officer

 – 7/1/26

 Base
 Salary $450,000 / year, subject to increase in Board discretion, plus incentive and deferred compensation programs available, plus
 benefits

 Frederick
 Myrick

 Vice

 President
 of Solar

 – 7/1/26

 Base
 Salary $400,000 / year, subject to increase in CEO discretion, plus incentive and deferred compensation programs available, plus
 benefits

 John
 Sullivan

 Former
 Chief Financial Officer

 – 7/1/26

 Base
 Salary $250,000 / year, subject to increase in CEO discretion, plus incentive and deferred compensation programs available, plus
 benefits

 The
Change of Control Agreements with Messrs. Peck and Myrick each provide for the following benefits upon termination of employment
under certain circumstances upon a change of control: payment of accrued base salary, payment of the value of any unused paid time off
and reimbursable expenses, payment of any accrued cash incentive bonus, a lump sum severance payment, permitted continuation of health
benefits under COBRA, and immediate vesting and the right to exercise all equity based awards that were otherwise unvested as of the
termination date, as well as the immediate lapse of any Company rights to repurchase any equity awards as of such date. Mr. Sullivan's Change of Control Agreement with the Company is no longer in effect.

 Equity
Incentive Plans

 The
iSun 2020 Equity Incentive Plan (the "Plan") was adopted on February 25, 2021 and approved by the shareholders of the Company
at a Special Meeting of the Company's shareholders on the same date. A total of 1,000,000 shares of Common Stock were initially
available for Awards under the Plan. At a Special Meeting of the Stockholders on December 17, 2021, the Company's stockholders
approved an amendment to the Plan that increased the number of shares allocated to the Plan from 1,000,000 shares to 3,000,000 shares.

 Disclosure
of Erroneously Awarded Compensation

 The
Company has not made any accounting restatements requiring disclosure pursuant to Item 402(w) of Regulation S-K.

 ITEM
12.
 SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
percentage ownership information shown in the table below is based upon 47,384,672 shares of Common Stock outstanding as of March 31,
2024.

 Name and Address of Beneficial Owner (1)

 Shares of
 Common Stock

 Percentage
 Owned

 5% or greater stockholders

 None

 -

 -

 Directors and Executive Officers

 Jeffrey Peck

 1,577,056
 (2-4)

 3.33
 %

 Rob Vanderbeek

 %

 Frederick Myrick

 733,778
 (5)

 1.55
 %

 Andrew Matthy

 118,427

 0.25
 %

 Stewart Martin

 132,427

 0.28
 %

 Claudia Meer

 115,427

 0.24
 %

 All officers and directors as a group (6 persons)

 2,677,115

 5.65
 %

 (1)

 Unless
 otherwise indicated, the business address of each of the stockholders is 400 Avenue D, Suite 10, Williston, VT 05495.

 (2)

 Pursuant
 to a Voting Agreement dated June 20, 2019 between Mr. Peck and certain individuals (the "Key Holders"), Mr. Peck has
 sole voting power over the shares held by each of the Key Holders listed in this Footnote 2,90,660 shares held by Corundum AB, and 1,263,318 shares held by Veroma,
 LLC.

 (3)

 Pursuant
 to an Irrevocable Proxy dated January 19, 2021. between Mr. Peck and Sassoon M. Peress, Mr. Peck has sole voting power over the 491,500
 shares held by Sassoon M. Peress, 2,000 shares held by Dan Cohen, 3,000 shares held by Emma Peress, and 1,500 shares held by Shoshanna
 Zimmerman.

 (4)

 Pursuant
 to an Irrevocable Proxy dated October 31, 2021 between Mr. Peck and John Comeau, Mr. Peck has sole voting power over the 29,749 shares
 held by John Comeau.

 (5)

 These
 shares are held by The Mykilore Trust of which Mr. Myrick is a trustee.

 ITEM 13.
 CERTAIN RELATIONSHIPS
 AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Independence

 Our
Board of Directors presently consists of five members. Our Board of Directors has determined that each of Mr. Martin, Mr.
Matthy, and Ms. Meer are "independent," as defined by SEC rules adopted pursuant to the requirements of the
Sarbanes-Oxley Act of 2002 and as determined in accordance with Rule 4200(a) (15) of the Marketplace Rules of the Nasdaq Stock
Market, Inc.

 In
2014, the minority stockholders of Peck Electric Co., who sold the building that the Company formerly occupied, lent the proceeds to
the majority stockholders of Peck Electric Co. who contributed $400,000 of the net proceeds as paid in capital. At December 31, 2022
and December 31, 2021, the amounts owed were $0 and $21,000, respectively.

 In
May 2018, stockholders of the Company bought out a minority stockholder of Peck Electric Co. The Company advanced $250,000 for the stock
purchase which is included in the "due from stockholders". At December 31, 2022 and December 31, 2021, the amounts due were
$0 and $39,000, respectively.

 In
2019, the Company's majority stockholders lent proceeds to the Company to help with cash flow needs. At December 31, 2022 and December
31, 2021, the amounts owed were $0 and $60,000, respectively.

 Communications
with the Board of Directors on Corporate Governance and Related Matters

 Stockholders
and other parties may communicate directly with the Board or any relevant director by addressing communications to:

 iSun,
 Inc.

 Avenue D, Suite 10

 Williston,
 VT 05495

 All
stockholder correspondence will be compiled and forwarded as appropriate.

 ITEM
14.
 PRINCIPAL
 ACCOUNTING FEES AND SERVICES

 Principal
Accounting Fees and Services

 Audit
Fees

 The
following table sets forth information regarding fees for services rendered by Marcum LLP related to the fiscal years ended December
31, 2023 and 2022:

 Types of Fees

 Fees for 2023

 Fees for 2022

 Audit Fees (1)

 $
 285,328

 $
 376,850

 Audit Related Fees

 $
 -

 $
 -

 Tax Fees

 $
 -

 $
 -

 All Other Fees

 $
 -

 $
 -

 Total Fees

 $
 285,328

 $
 376,850

 (1)

 Audit
 fees for the audit of the consolidated financial statements for the years ended December 31, 2023 and 2022, review of the financial
 statements in the Company's Form 10-Q for the years ended December 31, 2023 and 2022 and other fees for service that only our
 independent registered public accounting firm can perform such as consents and assistance with review of documents filed with the
 SEC.

 Pre-Approval
Policies and Procedures of Audit and Non-Audit Services of Independent Registered Public Accounting Firm

 The
Audit Committee's policy is to pre-approve, typically at the beginning of our fiscal year, all audit and non-audit services, other
than de minimis non-audit services, to be provided by an independent registered public accounting firm. These services may include, among
others, audit services, audit-related services, tax services and other services and such services are generally subject to a specific
budget. The independent registered public accounting firm and management are required to periodically report to the full Board of Directors
regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval,
and the fees for the services performed to date. As part of the Board's review, the Board will evaluate other known potential engagements
of the independent auditor, including the scope of work proposed to be performed and the proposed fees, and approve or reject each service,
taking into account whether the services are permissible under applicable law and the possible impact of each non-audit service on the
independent auditor's independence from management. At Audit Committee meetings throughout the year, the auditor and management
may present subsequent services for approval. Typically, these would be services such as due diligence for an acquisition, that would
not have been known at the beginning of the year.

 The
Audit Committee has considered the provision of non-audit services provided by our independent registered public accounting firm to be
compatible with maintaining their independence. The audit committee will continue to approve all audit and permissible non-audit services
provided by our independent registered public accounting firm.

 A
representative of Marcum LLP is expected to attend virtually at the 2024 Annual Meeting and will have an opportunity to make a statement
if he or she desires to do so. It is also expected that such representative will be available to respond to appropriate questions.

 PART
IV

 ITEM
 15.

 EXHIBITS
 AND FINANCIAL STATEMENT SCHEDULES

 See
accompanying Index to Exhibits.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) 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.

 iSUN,
 INC.

 By:

 /s/
 Jeffrey Peck

 Chief
 Executive Officer

 April
 29, 2024

 Peck

 (Principal
 Executive Officer)

TO EXHIBITS

 Number

 Description

 31.1

 *

 Certification of Principal Executive Officer

 31.2

 *

 Certification of Principal Financial Officer

 *

 Filed herewith