Alternus Clean Energy Files 8-K: Agreements & Equity Sales

TL;DR

Alternus Clean Energy inked a deal, sold some stock, and dropped an 8-K. Watch this space.

AI Summary

On January 21, 2025, Alternus Clean Energy, Inc. entered into a material definitive agreement related to a direct financial obligation. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions, including new financial obligations and equity transactions, which could impact the company's financial structure and stock performance.

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
• January 21, 2025 (date) — Earliest event reported
• 17 State Street, Suite 4000 (address) — Business and Mail Address
• New York City, NY 10004 (address) — Business and Mail Address

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ALCE The Nasdaq Stock Mar
• $2,812,500 — s with an aggregate principal amount of $2,812,500 (the "Notes"). The Purchase Agreement a
• $2,250,000, b — ceeds to the Company are expected to be $2,250,000, before deducting placement agent fees and
• $580,000 — ting placement agent fees and expenses, $580,000 of such proceeds were released on the C
• $50,000 — the legal fees of its counsel of up to $50,000. The Placement Agent Warrants will be e
• $250,000 — s for the payment of money in excess of $250,000, which is not discharged or stayed pend

Filing Documents

• ea0228623-8k_alternus.htm (8-K) — 44KB
• ea022862301ex4-1_alternus.htm (EX-4.1) — 112KB
• ea022862301ex4-2_alternus.htm (EX-4.2) — 126KB
• ea022862301ex10-1_alternus.htm (EX-10.1) — 249KB
• ea022862301ex10-2_alternus.htm (EX-10.2) — 122KB
• ea022862301ex10-3_alternus.htm (EX-10.3) — 20KB
• ea022862301ex10-4_alternus.htm (EX-10.4) — 65KB
• ea022862301ex99-1_alternus.htm (EX-99.1) — 7KB
• ea022862301ex99-2_alternus.htm (EX-99.2) — 7KB
• 0001213900-25-006385.txt ( ) — 1114KB
• alce-20250121.xsd (EX-101.SCH) — 3KB
• alce-20250121_lab.xml (EX-101.LAB) — 33KB
• alce-20250121_pre.xml (EX-101.PRE) — 22KB
• ea0228623-8k_alternus_htm.xml (XML) — 4KB

01 Entry into

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On January 21, 2025, Alternus Clean Energy, Inc., a Delaware corporation (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain investors (the "Purchasers") pursuant to which the Company sold, in a private placement (the "Offering"), unsecured 20% original issue discount promissory notes with an aggregate principal amount of $2,812,500 (the "Notes"). The Purchase Agreement also provides for the issuance of an aggregate of 1,526,058 shares of common stock of the Company, par value $0.0001 per share (the "Shares") to the Purchasers. The transaction closed on January 23, 2024 (the "Closing Date"). The aggregate gross proceeds to the Company are expected to be $2,250,000, before deducting placement agent fees and expenses, $580,000 of such proceeds were released on the Closing Date and the remaining amount shall be held in escrow, which will be released to the Company upon the later of: i) filing the registration statement referenced below and ii) the date on which the Company receives a written communication from the Nasdaq Stock Market ("Nasdaq") that Nasdaq has granted the Company an extension to meet the continued listing requirements of the Nasdaq. If the second disbursement has not occurred within 60 days of the Closing Date, the Escrow Agent shall disburse the funds back to the Purchasers as provided below against cancellation of a proportional portion of each Purchaser's Note (inclusive of original issue discount). The Company intends to use the net proceeds from the Offering for working capital and other general corporate purposes. Placement Agency Agreement On January 21, 2025 the Company and Maxim Group LLC ("Maxim") entered into the placement agency agreement (the "Placement Agency Agreement") pursuant to which Maxim served as the placement agent in the Offering, pursuant to the terms of a Placement Agency Agreement and rec

03. Creation

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 is incorporated by reference into this Item 2.03.

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 above is incorporated by reference into this Item 3.02. The offer, sale and issuance pursuant to the Purchase Agreement of the Notes and the Shares to the Purchasers were made in reliance upon Section 4(a)(2) of the Securities Act, as amended and the rules and regulations promulgated thereunder, and/or Rule 506 promulgated thereunder. 2

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 21, 2025, the Company issued a press release announcing the pricing of the transaction described in Item 1.01 above. On January 23, 2025 the Company issued a press release announcing the closing of the transaction described in Item 1.01 above. A copy of the press releases are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K. The information contained in this Item 7.01, and in Exhibit 99.1, referenced herein is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, unless the Company expressly so incorporates such information by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibit No. Description 4.1 Form of Note, dated January 21, 2025 4.2 Form of Placement Agent Warrant 10.1 Form of Securities Purchase Agreement dated January 21, 2025 by and between the Company and the Purchasers 10.2 Form of Registration Rights Agreement 10.3 Form of Lock-Up Agreement 10.4 Form of Placement Agency Agreement 99.1 Press Release issued on January 22, 2025 99.2 Press Release issued on January 24, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3 SIGNATURE 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: January 24, 2025 ALTERNUS CLEAN ENERGY, INC. By: /s/ Vincent Browne Vincent Browne Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board of Directors 4

View Full Filing

View this 8-K filing on SEC EDGAR