Alternus Clean Energy Files 8-K with Corporate Changes

Ticker: ALCE · Form: 8-K · Filed: Sep 30, 2024 · CIK: 1883984

Sentiment: neutral

Topics: corporate-governance, filing-update, legal-changes

TL;DR

ACEN filed an 8-K detailing director changes and charter amendments.

AI Summary

Alternus Clean Energy, Inc. filed an 8-K on September 26, 2024, reporting material modifications to security holder rights, changes in directors and officers, and amendments to its articles of incorporation. The company, formerly known as Clean Earth Acquisitions Corp., is involved in the electric and other services sector.

Why It Matters

This filing indicates significant internal corporate governance and structural changes at Alternus Clean Energy, which could impact its operations and investor relations.

Risk Assessment

Risk Level: medium — Filings detailing changes in directors, officers, and corporate structure can signal internal shifts that may affect future performance or strategy.

Key Players & Entities

FAQ

What specific material modifications were made to the rights of security holders?

The filing indicates 'Material Modifications to Rights of Security Holders' as an item information, but the specific details of these modifications are not provided in the provided text.

Who are the directors or officers that departed or were appointed?

The filing lists 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers' as an item information, but the names of the individuals involved are not specified in the provided text.

Were there any amendments to Alternus Clean Energy's articles of incorporation or bylaws?

Yes, the filing explicitly states 'Amendments to Articles of Incorporation or Bylaws' as an item information.

What is the company's Standard Industrial Classification (SIC) code?

The SIC code for Alternus Clean Energy, Inc. is 4931, categorized under ELECTRIC & OTHER SERVICES COMBINED.

When did Alternus Clean Energy change its name from Clean Earth Acquisitions Corp.?

The date of the name change from Clean Earth Acquisitions Corp. to Alternus Clean Energy, Inc. was September 20, 2021.

Filing Stats: 1,976 words · 8 min read · ~7 pages · Grade level 12.3 · Accepted 2024-09-30 15:56:13

Key Financial Figures

Filing Documents

03

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (this "Current Report") is incorporated herein by reference.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As reported below under Item 5.07 of this Current Report, Alternus Clean Energy, Inc. (the "Company") held a special meeting of stockholders on September 26, 2024 (the "Special Meeting"), at which the Company's stockholders elected John McQuillan as a Class I director. At the Special Meeting, the Company's stockholders also approved an Amendment (the "Incentive Plan Amendment") to the Company's 2023 Equity Incentive Plan (the "Incentive Plan"), to increase the aggregate number of shares available for the grant of awards under the Incentive Plan from 8,000,000 shares to a total of 28,000,000 shares of the Company's common stock, par value $0.0001 per share ("Common Stock"). For more information about the Incentive Plan Amendment, see the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 6, 2024 (the "Proxy Statement"), the relevant portions of which are incorporated herein by reference. The foregoing description of the Incentive Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Incentive Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated by reference herein.

03

Item 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. On September 30, 2024, the Company filed Articles of Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares from 150,000,000 shares of Common Stock to 300,000,000 shares of Common Stock (the " Amendment "). As disclosed in Item 5.07 of this Current Report on Form 8-K, the Amendment was approved by the Company's shareholders at the Annual Meeting. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated in this Item 5.03 by reference.

07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. On September 26, 2024, at the virtual annual meeting of shareholders (the "Annual Meeting"), the shareholders of the Company: (i) elected one (1) Class I director to hold office until the 2027 Annual Meeting of the Stockholders and until their respective successor is elected and qualified; (ii) approved the issuance of a number of shares for our common stock related to the conversion of, and payment of, interest shares and redemption shares pursuant to a Convertible Note and the exercise of a Warrant; (iii) approved an amendment to our Certificate of Incorporation to increase the total number of authorized shares of common stock; (iv) approved an amendment to our Certificate of Incorporation to remove restrictions on the ability of our Stockholders to take action by written consent; (v) approved an amendment to our Certificate of Incorporation to effect a reverse stock split of our common stock as determined by our Board of Directors in its sole discretion; (vi) approved an amendment to our 2023 Equity Incentive Plan to increase the total number of authorized shares of common stock under the plan; (vii) approved an amendment to our Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law; and (viii) ratified the selection of Forvis Mazars, LLP as our independent auditor for the fiscal year ending December 31, 2024. 1 The proposals presented at the Annual Meeting are described in more detail in the Company's Definitive Proxy Statement on Schedule 14A ("Proxy Statement") that was filed with the Securities and Exchange Commission on September 6, 2024. Holders of 67,597,021 shares of the Company's common stock, or approximately 77.67% of the 87,033,225 shares of common stock that were issued and outstanding and entitled to vote, were present virtually or represented by proxy at the Annual Meeting. The shares entitled to vote include the common stock of the Com

Financial Statements and Appendices

Financial Statements and Appendices Appendices Appendix Appendix Description 3.1 Form of Certificate of Amendment: Third Amended and Restated Certificate of Incorporation of the Registrant, amended as of September 30, 2024. 10.1 Amended and Restated 2023 Equity Incentive Plan. 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: September 30, 2024 ALTERNUS CLEAN ENERGY, INC. By: /s/ Vincent Browne Name: Vincent Browne Title: Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board of Directors 5

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