Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 9, 2021

FUELCELL ENERGY, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-14204	06-0853042
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

	3 Great Pasture Road, Danbury, Connecticut	06810
	(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 825-6000

Not Applicable

(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:

☐	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, $0.0001 par value per share		FCEL		The Nasdaq Stock Market LLC (Nasdaq Global Market)

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 8.01. Other Events.

On February 9, 2021, FuelCell Energy, Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) to the prospectus dated December 1, 2020, included as part of a Registration Statement on Form S-3 (Registration No. 333-251054), relating to the offer and sale by the Company of up to 964,128 shares of its common stock issuable from time to time upon the exercise of the Series C warrants to purchase common stock previously issued by the Company on May 3, 2017, pursuant to a prospectus dated February 24, 2017 and a related prospectus supplement dated April 28, 2017 (the “Registered Warrants”). The Registered Warrants have an exercise price of $19.20 per share and a term of five years from the date of issuance.

J.P. Morgan Securities LLC, the sole book-running manager for the Company’s common stock offering that closed on December 4, 2020, is waiving certain lock-up restrictions entered into in connection with that offering with respect to the Prospectus Supplement and the shares issuable upon exercise of the Registered Warrants to allow the Company to file the Prospectus Supplement and to continue to offer and sell the shares of common stock issuable upon exercise of the Registered Warrants.

The legal opinion of Foley & Lardner LLP relating to the issuance and sale of the shares of common stock issuable upon exercise of the Registered Warrants is attached as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description


5.1		Legal Opinion of Foley & Lardner LLP.

23.1		Consent of Foley & Lardner LLP (included in Exhibit 5.1).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.