Alternus Clean Energy Enters Material Agreement, Reports Equity Sales

TL;DR

ACE just signed a big deal and sold some stock. Watch out for dilution.

AI Summary

Alternus Clean Energy, Inc. entered into a material definitive agreement on December 4, 2024, related to a direct financial obligation. The company also reported unregistered sales of equity securities. The filing includes financial statements and exhibits.

Why It Matters

This filing indicates new financial commitments and potential dilution for shareholders through equity sales, impacting the company's financial structure and stock value.

Risk Assessment

Risk Level: medium — The filing details material agreements and unregistered equity sales, which can introduce financial obligations and shareholder dilution.

Key Players & Entities

• Alternus Clean Energy, Inc. (company) — Registrant
• December 4, 2024 (date) — Date of earliest event reported
• Clean Earth Acquisitions Corp. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ALCE The Nasdaq Stock Mar
• $1,250,000 — in April 2025, in the principal sum of $1,250,000. Pursuant to the terms of the 2024 Note
• $1,000,000 — e Agreement resulted in net proceeds of $1,000,000 to the Company, which the Company inten

Filing Documents

• ea0224314-8k_alternus.htm (8-K) — 32KB
• ea022431401ex4-1_alternus.htm (EX-4.1) — 49KB
• ea022431401ex4-2_alternus.htm (EX-4.2) — 123KB
• ea022431401ex10-1_alternus.htm (EX-10.1) — 128KB
• 0001213900-24-107423.txt ( ) — 588KB
• alce-20241204.xsd (EX-101.SCH) — 3KB
• alce-20241204_lab.xml (EX-101.LAB) — 33KB
• alce-20241204_pre.xml (EX-101.PRE) — 22KB
• ea0224314-8k_alternus_htm.xml (XML) — 4KB

01. Entry into Material Definitive Agreement

Item 1.01. Entry into Material Definitive Agreement. The information provided in Item 2.03 is hereby incorporated by reference.

03. Creation of a Direct Financial Obligation or an Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On December 4, 2024, Alternus Clean Energy, Inc. (the "Company") entered into a Note Purchase Agreement (the "Purchase Agreement"), dated as of December 4, 2024, with Secure Net Capital LLC ("Secure Net"), pursuant to which the Company issued a 20% Original Issue Discount promissory convertible note (the "2024 Note") with a maturity date in April 2025, in the principal sum of $1,250,000. Pursuant to the terms of the 2024 Note, the Company agreed to pay to Secure Net the entire principal amount on the Maturity Date, failing which and certain events of default (as described in the 2024 Note), the 20% Original Issue Discount shall increase to 30% Original Issue Discount. The Purchase Agreement contains customary representations and warranties by the Company, and closed on the same date thereof. The Purchase Agreement resulted in net proceeds of $1,000,000 to the Company, which the Company intends to use for working capital purposes. The 2024 Note, issued pursuant to the Purchase Agreement, is convertible at the option of the Holder at any time after the Maturity Date, including with registration rights, at a conversion price per share equal to ninety percent (90%) of the Company's common stock's VWAP (which is the the three (3) Trading Days immediately prior to such Conversion Date (or the nearest preceding date)) as of the date of such conversion (the "Conversion Date"). The current 2024 Note is a senior direct debt obligation of the Company ranking pari passu with all other Notes, but subordinate and junior in right of payment to the Senior Convertible Notes originally issued to 3i, LP., and other senior or pari passu Indebtedness (as defined in the Purchase Agreement) of the Company. The Company retained Dominari Securities LLC ("Dominari"), a registered broker-dealer and member of FINRA, as the Company's exclusive placement agent in conn

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under the Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The offer of securities pursuant to the Purchase Agreement, the PA Warrants, and the 2024 Note, the sale of the 2024 Note and shares of common stock issuable upon conversion of the 2024 Note, and shares of common stock issuable upon exercise of the PA Warrant described above was conducted as a private placement pursuant to and in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder ("Regulation D") for transactions not involving a public offering. In connection with the execution of the Purchase Agreement, Secure Net represented that it was an "accredited investor" as such term is defined in Rule 501(a) of Regulation D. 1 Item9.01 Financial Statements and Appendices Appendices Appendix Appendix Description 4.1 20% Original Issue Discount Unsecured Convertible Promissory Note issued by Alternus Clean Energy, Inc., dated December 4, 2024 4.2 Form of Placement Agent Warrant with respect to 20% Origin Original Issue Discount Unsecured Convertible Promissory Note issued by Alternus Clean Energy, Inc., dated December 4, 2024 10.1 Form of Note Purchase Agreement, dated December 4, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: December 10, 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 3

View Full Filing

View this 8-K filing on SEC EDGAR