Alternus Clean Energy Files 8-K: Material Agreement & Equity Sales

TL;DR

Alternus Clean Energy signed a big deal, sold some stock, and has new financial obligations. Check the details.

AI Summary

Alternus Clean Energy, Inc. entered into a material definitive agreement on September 19, 2025. The company also created a direct financial obligation or an obligation under an off-balance sheet arrangement. The filing also disclosed unregistered sales of equity securities and included financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including new agreements and potential equity dilution, which could impact investors' understanding of the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements, financial obligations, and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Alternus Clean Energy, Inc. (company) — Registrant
• September 19, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-41306 (identifier) — Commission File Number
• 87-1431377 (identifier) — IRS Employer Identification Number
• Clean Earth Acquisitions Corp. (company) — Former Company Name
• 20210920 (date) — Date of Name Change

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ALCE The Nasdaq Stock Mar
• $312,500 — mber 2025, each in the principal sum of $312,500. Pursuant to the terms of the 2025 Note
• $500,000 — ts resulted in combined net proceeds of $500,000 to the Company, which the Company inten

Filing Documents

• ea0258653-8k_alternus.htm (8-K) — 31KB
• ea025865301ex4-1_alternus.htm (EX-4.1) — 48KB
• ea025865301ex10-1_alternus.htm (EX-10.1) — 123KB
• 0001213900-25-091133.txt ( ) — 415KB
• aclew-20250919.xsd (EX-101.SCH) — 3KB
• aclew-20250919_lab.xml (EX-101.LAB) — 33KB
• aclew-20250919_pre.xml (EX-101.PRE) — 22KB
• ea0258653-8k_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

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On September 19, 2025, Alternus Clean Energy, Inc. (the "Company") entered into two Note Purchase Agreements (the "Purchase Agreement") with two accredited investors (each an "Investor" and together, the "Investors"), pursuant to which the Company issued a 20% Original Issue Discount promissory convertible note to each Investor (together, the "2025 Notes") with a maturity date of December 2025, each in the principal sum of $312,500. Pursuant to the terms of the 2025 Notes, the Company agreed to pay to the Investors the entire principal amount on the Maturity Date, failing which and certain events of default (as described in the 2025 Notes), the 20% Original Issue Discount shall increase 5% each month thereafter until the Notes are fully repaid. The Purchase Agreements contain customary representations and warranties by the Company, and closed on the same date thereof respectively. The Purchase Agreements resulted in combined net proceeds of $500,000 to the Company, which the Company intends to use for working capital purposes. The 2025 Notes, each issued pursuant to a Purchase Agreement, are 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 calculated based on 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 2025 Notes are 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 description of the Purchase Agreements

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 Agreements and the 2025 Notes, the sale of the 2025 Notes and shares of common stock issuable upon conversion of the 2025 Notes 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 Agreements, each of the Investors 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 Form of 20% Original Issue Discount Unsecured Convertible Promissory Note issued by Alternus Clean Energy, Inc. 10.1 Form of Note Purchase Agreement 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: September 24, 2025 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