Alternus Clean Energy Enters Material Agreement, Reports Equity Sales

TL;DR

Alternus Clean Energy just signed a big deal and sold some stock. Watch out.

AI Summary

Alternus Clean Energy, Inc. entered into a material definitive agreement on April 19, 2024, related to the creation of a direct financial obligation. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. This filing follows a name change from Clean Earth Acquisitions Corp. on September 20, 2021.

Why It Matters

This filing indicates new financial obligations and equity transactions for Alternus Clean Energy, which could impact its financial structure and shareholder equity.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and unregistered sales of equity, which can introduce financial risks and dilution concerns.

Key Players & Entities

• Alternus Clean Energy, Inc. (company) — Registrant
• Clean Earth Acquisitions Corp. (company) — Former company name
• April 19, 2024 (date) — Date of earliest event reported
• September 20, 2021 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — h registered Common Stock, par value $0.0001 per share ALCE The Nasdaq Stock Mar
• $2,160,000 — ertible note in the principal amount of $2,160,000, issued with an eight percent (8.0%) or
• $0.480 — average price, at an exercise price of $0.480 per share (the " Exercise Price "). Pur
• $2,000,000, b — the Company received gross proceeds of $2,000,000, before fees and other expenses associated
• $216,000 — equal the sum of (A) the lesser of (x) $216,000 and (y) the outstanding principal amoun
• $0.07 — y prior to each conversion date and (y) $0.07. " Equity Conditions Failure " means th
• $0.527 — gent Warrant ") at an exercise price of $0.527 per share, which Placement Agent Warran
• $50,000 — the Investor, and (ii) reimburse up to $50,000 of Maxim's reasonable accountable expen

Filing Documents

• ea0204405-8k_alternus.htm (8-K) — 51KB
• ea020440501ex1-1_alternus.htm (EX-1.1) — 62KB
• ea020440501ex4-1_alternus.htm (EX-4.1) — 262KB
• ea020440501ex4-2_alternus.htm (EX-4.2) — 150KB
• ea020440501ex4-3_alternus.htm (EX-4.3) — 125KB
• ea020440501ex10-1_alternus.htm (EX-10.1) — 282KB
• ea020440501ex10-2_alternus.htm (EX-10.2) — 106KB
• ea020440501ex10-3_alternus.htm (EX-10.3) — 47KB
• ea020440501ex99-1_alternus.htm (EX-99.1) — 11KB
• 0001213900-24-035128.txt ( ) — 1556KB
• alce-20240419.xsd (EX-101.SCH) — 3KB
• alce-20240419_lab.xml (EX-101.LAB) — 33KB
• alce-20240419_pre.xml (EX-101.PRE) — 22KB
• ea0204405-8k_alternus_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On April 19, 2024, Alternus Clean Energy, Inc. (the " Company "), a company incorporated under the laws State of Delaware, entered into a Securities Purchase Agreement (the " Purchase Agreement "), by and between the Company and an institutional investor (the " Investor "), pursuant to which the Company agreed to issue to the Investor a senior convertible note in the principal amount of $2,160,000, issued with an eight percent (8.0%) original issue discount (the " Convertible Note "), and a warrant (the " Warrant ") to purchase up to 2,411,088 shares of the Company's common stock, $0.0001 par value per share (the " Common Stock "), equal to 50% of the face value of the Convertible Note divided by the volume weighted average price, at an exercise price of $0.480 per share (the " Exercise Price "). Pursuant to the Purchase Agreement, with the closing of the private placement of the Convertible Note and Warrant, pursuant to which Maxim Group LLC (" Maxim "), acted as placement agent (the " Private Placement "), the Company received gross proceeds of $2,000,000, before fees and other expenses associated with the transaction. The Company intends to use the net proceeds received by it in connection with the Private Placement primarily for working capital, and general corporate purposes. The Convertible Note matures on April 20, 2025 ( unless accelerated due to an event of default, or accelerated up to six installments by the Investor ), bears interest at a rate of seven percent (7%) per annum, which shall automatically be increased to twelve percent (12.0%) per annum in the event of default and ranks senior to the Company's existing and future unsecured indebtedness. The Convertible Note is convertible in whole or in part at the option of the Investor into shares of Common Stock (the " Conversion Shares ") at the Conversion Price (as defined below) at any time following the date of issuance of the Convertible Note.

03. Creation of a Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

02. Unregistered Sale of Equity Securities

Item 3.02. Unregistered Sale of Equity Securities. The applicable information set forth in Item 1.01 hereof with respect to the issuance of Company securities in connection with the Private Placement is incorporated herein by reference. 3

Forward Looking Statements

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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Form of Placement Agency Agreement by and between the Company and the Placement Agent. 4.1 Form of Senior Convertible Note. 4.2 Form of Private Placement Warrant. 4.3 Form of Placement Agent Warrant. 10.1 Form of Securities Purchase Agreement, by and between the Company and the Investor. 10.2 Form of Registration Rights Agreement, by and between the Company and the Investor. 10.3 Form of Voting Agreement. 99.1 Press Release, dated April 22, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4

SIGNATURES

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: April 23, 2024 ALTERNUS CLEAN ENERGY, INC. By: /s/ Vincent Browne Name: Vincent Browne Title: Chief Executive Officer and Chairman of the Board of Directors 5

View Full Filing

View this 8-K filing on SEC EDGAR