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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):
October 3, 2024
ALTERNUS CLEAN ENERGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41306 |
|
87-1431377 |
(State or other jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification Number) |
|
360 Kingsley Park Drive, Suite 250
Fort Mill, South Carolina |
|
29715 |
| (Address of registrant’s principal executive office) |
|
(Zip code) |
(803) 280-1468
(Registrant’s telephone number, including
area code)
N/A
(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 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 (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 |
|
ALCE |
|
The Nasdaq Stock Market LLC |
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 3.03 Material Modifications to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K,
the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
To the extent required by Item 5.03 of Form 8-K, the information contained
in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events
On October 11, 2024, Alternus Clean Energy, Inc.
(the “Company”) will effect a one-for-25 (1:25) reverse stock split of all issued and outstanding shares of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”) effective as of 12:01 a.m. Eastern Time on October 11, 2024
(the “Reverse Stock Split”), vide a Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation
of Alternus Clean Energy, Inc. (the “Certificate of Amendment”) filed with the Secretary of State of Delaware on October 3,
2024, and deemed effective on October 11, 2024 at 12:01 a.m. Eastern Time. The Reverse Stock Split is intended to bring the Company into
compliance with the $1.00 minimum bid price requirement for continued listing on the NASDAQ Capital Market, as required by Nasdaq Listing
Rule 5550(a)(2).
As previously disclosed, at the Company’s
Annual Meeting of Stockholders held on September 26, 2024 (the “Annual Meeting”), the Company’ stockholders approved
of a proposal (the “Proposal”) authorizing an amendment to the Company’s Certificate of Incorporation, if necessary,
to effect a reverse stock split of all issued and outstanding shares of the Common Stock at an exchange ratio ranging from one-for-ten
(1:10) to one-for-fifty (1:50), with such reverse stock split to be effected at an exchange ratio and at such a date and time, if at all,
as determined by the Board of Directors of the Company (the “Board”) in its sole discretion.
As a result of the Reverse Stock Split, every
twenty-five (25) shares of issued and outstanding Common Stock will be combined into one (1) validly issued, fully paid and nonassessable
share of Common Stock. The Reverse Stock Split will uniformly affect all issued and outstanding shares of Common Stock and will not alter
any stockholder’s percentage ownership interest in the Company, except to the extent that the Reverse Stock Split results in the fractional
interests. No fractional shares will be or shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would
be entitled to receive fractional shares of Common Stock will receive an amount in cash (without interest or deduction) equal to the fraction
of one share to which such stockholder would otherwise be entitled multiplied by the share price, representing the product of the average
closing price of the Company’s common stock on the Nasdaq Capital Market for the five consecutive trading days immediately preceding
the effective date of the Reverse Stock Split and the inverse of the Reverse Stock Split ratio. Proportional adjustments have also been
made to the Company’s outstanding warrants, stock options, and convertible securities, as well as to the reserves available pursuant
to the terms of the Company’s 2023 Equity Incentive Plan to reflect the Reverse Stock Split, in each case, in accordance with the
terms thereof.
The Reverse Stock Split will reduce the number
of shares of Common Stock issued and outstanding from the earlier 87,288,070 to 3,491,522 shares of Common Stock. The number of authorized
shares of Common Stock will not be changed by the Reverse Stock Split.
The Company’s transfer agent, Equiniti Trust
Company, LLC (formerly known as American Stock Transfer & Trust Company) (“Equiniti”) will act as the exchange agent for
the reverse stock split. Instructions regarding the exchange of stock certificates, as applicable, will be provided to stockholders of
record as of October 10, 2024 by Equiniti. Stockholders who hold their shares in brokerage accounts or “street name” are not
required to take any action to effect the exchange of their shares.
The Common Stock will start trading on a split-adjusted
basis on the NASDAQ Capital Market at the market open on October 11, 2024. The trading symbol for the Common Stock will remain “ALCE.”
Following the Reverse Stock Split, the CUSIP for the Company’s Common Stock is 02157G 200.
The description of the Certificate of Amendment
and the Reverse Stock Split is qualified in its entirety by reference to the text of the Certificate of Amendment, which is filed as Exhibit
3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On October 9, 2024, the Company issued a press
release announcing the Reverse Stock Split. The full text of the Company’s press release issued in connection with the foregoing
matter is filed as Exhibit 99.1 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 being filed herewith:
Forward Looking Statements
All statements contained in
this Current Report on Form 8-K other than statements of historical facts, including any information on the Company’s plans or future
financial or operating performance and other statements that express the Company’s management’s expectations or estimates
of future performance, constitute forward-looking statements. Forward-looking statements may be identified by the use of words such as
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions, as they relate to the Company or its management
team. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently
available to, the Company’s management. Such statements are based on a number of estimates and assumptions that are subject to significant
business, economic and competitive uncertainties, many of which are beyond the control of the Company. The Company cautions that such
forward-looking statements involve known and unknown risks and other factors that may cause the actual financial results, performance
or achievements of the Company to differ materially from the Company’s estimated future results, performance or achievements expressed
or implied by the forward-looking statements. These statements should not be relied upon as representing the Company’s assessments
of any date after the date of this Current Report on Form 8-K. The Company undertakes no obligation to update these statements for revisions
or changes after the date of this release, except as required by law.
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.
| Date: October 9, 2024 |
ALTERNUS CLEAN ENERGY, INC. |
| |
|
|
| |
By: |
/s/ Vincent Browne |
| |
Name: |
Vincent Browne |
| |
Title: |
Chief Executive Officer and Chairman of the Board of Directors |
3
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
ALTERNUS CLEAN ENERGY,
INC, INC.
Alternus Clean Energy,
Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of
the State of Delaware (the “DGCL”), does hereby certify:
1.
Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the Third Amended & Restated Certificate of Incorporation (this
“Certificate of Amendment”) amends the provisions of the Amended Certificate of Incorporation of the Corporation, as
amended (the “Charter”).
2.
This Certificate of Amendment has been approved and duly adopted by the Corporation’s Board of Directors and stockholders in accordance
with the provisions of Section 242 of the DGCL.
3.
Upon this Certificate of Amendment becoming effective, the Charter is hereby amended as follows:
ARTICLE
IV of the Charter is hereby amended by adding the following new paragraph at the end of such article:
“Effective at 12:01
a.m., Eastern Time, on October 11th, 2024 (the “2024 Split Effective Time”), every twenty-five (25) shares of common
stock issued and outstanding or held by the Corporation as treasury shares as of the 2024 Split Effective Time shall automatically, and
without action on the part of the stockholders, be combined, reclassified and changed into one (1) validly issued, fully paid and non-assessable share
of common stock, without effecting a change to the par value per share of common stock, subject to the treatment of fractional interests
as described below (the “2024 Reverse Split”). Notwithstanding the immediately preceding sentence, no fractional shares
will be issued in connection with the combination effected by the preceding sentence. Stockholders of record who otherwise would be entitled
to receive fractional shares in connection with such combination will instead be entitled to receive, in lieu of such fractional shares,
an amount in cash equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price of our common
stock on The Nasdaq Capital Market on the date on which the 2024 Split Effective Time occurs. As of the 2024 Split Effective Time and
thereafter, a certificate(s) representing shares of common stock prior to the 2024 Reverse Split is deemed to represent the number of
post-2024 Reverse Split shares into which the pre-2024 Reverse Split shares were reclassified and combined. The 2024 Reverse Split
shall also apply to any outstanding securities or rights convertible into, or exchangeable or exercisable for, common stock of the Corporation
and all references to such common stock in agreements, arrangements, documents and plans relating thereto or any option or right to purchase
or acquire shares of common stock shall be deemed to be references to the common stock or options or rights to purchase or acquire shares
of common stock, as the case may be, after giving effect to the 2024 Reverse Split.”
3.
This Certificate of Amendment shall become effective at 12:01 a.m., Eastern Time, on October 11th, 2024.
* * * *
IN WITNESS WHEREOF,
the undersigned authorized officer of the Corporation has executed this Certificate of Amendment to the Third Amended & Restated Certificate
of Incorporation as of October 03rd, 2024.
| |
ALTERNUS CLEAN ENERGY, INC.
|
| |
By: |
|
|
| |
Name: |
|
Vincent Browne |
| |
Title: |
|
Chairman of the Board of Directors |
Exhibit 99.1
Alternus Clean Energy, Inc. Announces 1-for-25
Reverse Stock Split as Part of Nasdaq Compliance Plan
Fort Mill, SC, October 9, 2024, -- Alternus
Clean Energy Inc. (“Alternus”, Nasdaq ALCE), a leading utility-scale transatlantic, clean energy independent power producer
(IPP), today announced that it will effect a 1-for-25 reverse stock split of its common stock. The reverse stock split will become effective
at 12:01 a.m. Eastern Time on Friday, October 11, 2024, and the Company’s common stock will commence trading on the Nasdaq Capital
Market on a post-split basis at the opening of the market on October 11, 2024, pending confirmation by the Depository Trust Company and
the Nasdaq. The Company’s common stock will continue to trade on the Nasdaq Capital Market under the Company’s existing trading
symbol, “ALCE,” and a new CUSIP number 02157G 200 has been assigned as a result of the reverse stock split.
The Company expects that the reverse stock split,
which was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on September 26, 2024, will increase
the price per share of the Company’s common stock, and is part of the Company’s strategy to regain compliance with the $1.00
minimum bid price requirement of the Nasdaq Capital Market.
At the effective time of the reverse stock split,
each twenty-five (25) shares of the Company’s issued and outstanding common stock will be automatically converted into one (1) issued
and outstanding share of common stock without any change in the par value of $0.0001 per share or the total number of authorized shares.
The reverse stock split will reduce the Company’s number of shares outstanding common stock from approximately 87,288,070 shares
to approximately 3,491,522 shares. No fractional shares of common stock will be issued in connection with the reverse stock split, and
stockholders who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof.
Stockholders of record as of October 10th,
2024, will be receiving information regarding their share ownership following the reverse stock split from the Company’s transfer agent,
Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company). Equiniti can be reached at (833) 656-0637.
Additional information about the reverse stock split can be found in the Company’s definitive proxy statement on Schedule 14A, filed with
the U.S. Securities and Exchange Commission (the “SEC”) on September 6, 2024, and available free of charge at the SEC’s
website sec.gov.
Vincent Browne, Chief Executive Officer of Alternus: “Effecting this 1-for-25 reverse split was required to regain compliance with
Nasdaq. This capital restructuring does not change the fundamental value of the Company, but along with recent actions to de-lever our
balance sheet, it does increase our access to the capital we need to execute our long-term growth strategies. These strategies include
partnerships and acquisitions to build our presence in high growth renewable energy segments that will complement our existing utility-scale
solar IPP business. Our recent announcement of binding terms for a JV with Hover Energy, LLC is an example of this strategy. We are targeting
additional joint ventures and investments in other energy segments that are accretive to the group both operationally and financially.
We are confident that executing these strategies will provide a strong foundation for long-term shareholder value.”
About Alternus Clean Energy:
Alternus is a transatlantic clean energy independent
power producer. Headquartered in the United States, we currently develop, install, own, and operate utility scale solar parks in North
America and Europe. Our highly motivated and dynamic team at Alternus have achieved rapid growth in recent years. Building on this, our
goal is to reach 3GW of operating projects within five years through continued organic development activities and targeted strategic opportunities.
Our vision is to become a leading provider of 24/7 clean energy delivering a sustainable future of renewable power with people and planet
in harmony.
Forward-Looking Statements and Safe Harbor
Notice
Certain information contained in this release,
including any information on the Company’s plans or future financial or operating performance and other statements that express
the Company’s management’s expectations or estimates of future performance, constitute forward-looking statements. When used
in this notice, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would” and similar expressions, as they relate to us
or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as
well as assumptions made by, and information currently available to, the Company’s management. Such statements are based on a number
of estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond
the control of the Company. The Company cautions that such forward-looking statements involve known and unknown risks and other factors
that may cause the actual financial results, performance or achievements of the Company to differ materially from the Company’s
estimated future results, performance or achievements expressed or implied by the forward-looking statements. These statements should
not be relied upon as representing Alternus’ assessments of any date after the date of this release. The Company undertakes no obligation
to update these statements for revisions or changes after the date of this release, except as required by law.
Investor Contact: ir@alternusenergy.com
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