FuelCell Energy Enters Material Definitive Agreement

TL;DR

FCEL signed a big deal on 3/31, details TBD.

AI Summary

On March 31, 2024, FuelCell Energy, Inc. entered into a material definitive agreement. The filing does not provide specific details on the agreement's nature or any associated dollar amounts, but it indicates a significant event for the company.

Why It Matters

This filing signals a potentially significant development for FuelCell Energy, Inc., which could impact its future operations and financial standing.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing regarding the material definitive agreement introduces uncertainty, warranting a medium risk assessment.

Key Players & Entities

• FuelCell Energy, Inc. (company) — Registrant
• March 31, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share FCEL The Nasdaq
• $45.0 million — ch costs to be reimbursed by EMTEC from $45.0 million to $67.0 million. The original terms of
• $67.0 million — imbursed by EMTEC from $45.0 million to $67.0 million. The original terms of the Joint Develo
• $10.0 million — Joint Development Agreement of at least $10.0 million per year, subject to approval by EMTEC.

Filing Documents

• tm2410963d1_8k.htm (8-K) — 43KB
• tm2410963d1_ex10-1.htm (EX-10.1) — 29KB
• 0001104659-24-043389.txt ( ) — 253KB
• fcel-20240331.xsd (EX-101.SCH) — 3KB
• fcel-20240331_lab.xml (EX-101.LAB) — 33KB
• fcel-20240331_pre.xml (EX-101.PRE) — 22KB
• tm2410963d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Amendment No. 5 to Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Technology and Engineering Company On and effective as of March 31, 2024, FuelCell Energy, Inc. (the "Company") and ExxonMobil Technology and Engineering Company (f/k/a ExxonMobil Research and Engineering Company) ("EMTEC") entered into Amendment No. 5 ("Amendment No. 5") to the Joint Development Agreement between the Company and EMTEC (as amended, the "Joint Development Agreement"). Under the Joint Development Agreement, the Company has engaged in exclusive research and development efforts with EMTEC to evaluate and develop improved carbonate fuel cells to reduce carbon dioxide emissions from industrial and power sources in exchange for (i) payment by EMTEC of certain fees and costs (including research costs) and (ii) certain licenses. The term of the Joint Development Agreement, which was initially a two year term, commenced effective as of October 31, 2019. In a series of amendments to the Joint Development Agreement, which were effective as of October 31, 2021, April 30, 2022, December 1, 2022, and August 31, 2023, the Company and EMTEC extended the term of the Joint Development Agreement such that it was to expire by its terms on March 31, 2024 and increased the maximum amount of research costs to be reimbursed by EMTEC from $45.0 million to $67.0 million. The original terms of the Joint Development Agreement and the terms of the amendments thereto are described more fully in the Current Reports on Form 8-K filed by the Company on November 6, 2019, November 2, 2021, May 5, 2022, December 19, 2022, and August 28, 2023. In Amendment No. 5, the Company and EMTEC further extended the term of the Joint Development Agreement such that it will end on December 31, 2026 (unless terminated earlier), so that the Company and EMTEC may pursue continued work to allow for technical readiness of the Generation 2 Technology f

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 3.1* Second Amended and Restated By-Laws of FuelCell Energy, Inc., effective as of February 22, 2024 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on February 22, 2024). 10.1 Amendment No. 5 to Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Technology and Engineering Company, executed and effective as of March 31, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * The Company previously incorporated this exhibit by reference into its Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2024 filed with the SEC on March 7, 2024 (the "Form 10-Q"). The Company is listing this exhibit in this Current Report on Form 8-K to correct an inaccurate hyperlink in the Form 10-Q.

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. FUELCELL ENERGY, INC. Date: April 4, 2024 By: /s/ Michael S. Bishop Michael S. Bishop Executive Vice President, Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR