Alternus Clean Energy Files 8-K
Ticker: ALCE · Form: 8-K · Filed: Oct 9, 2024 · CIK: 1883984
Sentiment: neutral
Topics: corporate-action, filing
TL;DR
ACEN filed an 8-K on Oct 3rd, watch for security holder rights changes.
AI Summary
Alternus Clean Energy, Inc. filed an 8-K on October 9, 2024, reporting material modifications to security holder rights and other events as of October 3, 2024. The filing also includes financial statements and exhibits. The company was formerly known as Clean Earth Acquisitions Corp. and changed its name on September 20, 2021.
Why It Matters
This 8-K filing indicates significant corporate actions and potential changes affecting Alternus Clean Energy's security holders, requiring investor attention.
Risk Assessment
Risk Level: medium — 8-K filings can signal significant corporate events, including changes to security holder rights, which may impact stock value.
Key Players & Entities
- Alternus Clean Energy, Inc. (company) — Registrant
- Clean Earth Acquisitions Corp. (company) — Former company name
- September 20, 2021 (date) — Date of name change
- October 3, 2024 (date) — Earliest event reported date
- October 9, 2024 (date) — Filing date
FAQ
What specific material modifications were made to the rights of security holders?
The filing indicates material modifications to the rights of security holders, but the specific details of these modifications are not provided in the provided text snippet.
What other events are being reported in this 8-K filing?
The filing mentions 'Other Events' as an item being reported, but the specific nature of these events is not detailed in the provided text.
When did Alternus Clean Energy, Inc. change its name from Clean Earth Acquisitions Corp.?
Alternus Clean Energy, Inc. changed its name from Clean Earth Acquisitions Corp. on September 20, 2021.
What is the earliest date of the events reported in this 8-K?
The earliest date of the events reported in this 8-K filing is October 3, 2024.
What is the filing date of this 8-K report?
This 8-K report was filed on October 9, 2024.
Filing Stats: 1,479 words · 6 min read · ~5 pages · Grade level 12.4 · Accepted 2024-10-09 08:30:23
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 per share ALCE The Nasdaq Stock Mar
- $1.00 m — ng the Company into compliance with the $1.00 minimum bid price requirement for continu
Filing Documents
- ea0217120-8k_alternus.htm (8-K) — 35KB
- ea021712001ex3-1_alternus.htm (EX-3.1) — 10KB
- ea021712001ex99-1_alternus.htm (EX-99.1) — 9KB
- ex99-1_001.jpg (GRAPHIC) — 13KB
- 0001213900-24-086402.txt ( ) — 255KB
- aclew-20241003.xsd (EX-101.SCH) — 3KB
- aclew-20241003_lab.xml (EX-101.LAB) — 33KB
- aclew-20241003_pre.xml (EX-101.PRE) — 22KB
- ea0217120-8k_alternus_htm.xml (XML) — 4KB
03 Material Modifications to Rights of Security Holders
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.
03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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.
01 Other Events
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 wil
01 Financial Statements and Exhibits
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
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. 2
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: 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