ALCE Alternus Clean Energy Inc

 

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:

 

Exhibit No.		Description
3.1		Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of Alternus Clean Energy, Inc., dated October 3, 2024
99.1		Press Release, dated as of October 9, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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 10^th, 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

 

v3.24.3

Cover	Oct. 03, 2024
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Document Period End Date	Oct. 03, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41306
Entity Registrant Name	ALTERNUS CLEAN ENERGY, INC.
Entity Central Index Key	0001883984
Entity Tax Identification Number	87-1431377
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	360 Kingsley Park Drive
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Fort Mill
Entity Address, State or Province	SC
Entity Address, Postal Zip Code	29715
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	ALCE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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