FuelCell Energy Signs Material Definitive Agreement

TL;DR

FCEL signed a big deal, more details to come.

AI Summary

On April 10, 2024, FuelCell Energy, Inc. entered into a material definitive agreement. The filing also includes financial statements and exhibits related to this agreement. Specific details of the agreement, including the counterparty and financial terms, are not fully disclosed in this initial 8-K filing.

Why It Matters

This filing indicates a significant new business development for FuelCell Energy, potentially impacting its future revenue and operations.

Risk Assessment

Risk Level: medium — The filing signals a material event, but the lack of specific details about the agreement introduces uncertainty.

Key Players & Entities

• FuelCell Energy, Inc. (company) — Registrant
• April 10, 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
• $300,000,000 — ng an aggregate offering price of up to $300,000,000 (the "Shares"). The Shares to be sold
• $75,000 — e Amendment, in an amount not to exceed $75,000, in addition to certain ongoing disburs

Filing Documents

• tm2411398d1_8k.htm (8-K) — 36KB
• tm2411398d1_ex5-1.htm (EX-5.1) — 15KB
• tm2411398d1_ex10-1.htm (EX-10.1) — 47KB
• tm2411398d1_ex5-1img001.jpg (GRAPHIC) — 11KB
• 0001104659-24-045894.txt ( ) — 298KB
• fcel-20240410.xsd (EX-101.SCH) — 3KB
• fcel-20240410_lab.xml (EX-101.LAB) — 33KB
• fcel-20240410_pre.xml (EX-101.PRE) — 22KB
• tm2411398d1_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement. On April 10, 2024, FuelCell Energy, Inc. (the "Company") entered into Amendment No. 1 (the "Amendment") to the Open Market Sale Agreement SM , dated July 12, 2022 (the "2022 Sales Agreement"), with Jefferies LLC, B. Riley Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., Canaccord Genuity LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Loop Capital Markets LLC (each, an "Agent" and together, the "Agents") (the 2022 Sales Agreement as amended by the Amendment, the "Amended Sales Agreement"), with respect to an at the market offering program under which the Company may, from time to time, offer and sell shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), through the Agents, acting as sales agents, or directly to the Agents, acting as principals. In accordance with the terms of the Amended Sales Agreement, the Company may offer and sell shares of its Common Stock having an aggregate offering price of up to $300,000,000 (the "Shares"). The Shares to be sold under the Amended Sales Agreement, if any, will be issued and sold pursuant to the Company's shelf registration statement on Form S-3ASR (File No. 333-274971), which was filed with the Securities and Exchange Commission ("SEC") on October 13, 2023 (the "Registration Statement") and which became effective upon filing. A prospectus supplement related to the Company's at the market offering program with the Agents pursuant to the Amended Sales Agreement was filed with the SEC on April 10, 2024. Sales of the Shares, if any, pursuant to the Amended Sales Agreement and under the prospectus supplement and accompanying prospectus may be made by any method that is deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the "Securities Act"). Each time the Company wishes to issue and sell Shares under the Amended Sales

Financial Statements and

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 5.1 Legal Opinion of Foley & Lardner LLP. 10.1 Amendment No. 1 to Open Market Sale Agreement SM among FuelCell Energy, Inc., Jefferies LLC, B. Riley Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., Canaccord Genuity LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Loop Capital Markets LLC, dated April 10, 2024. 23.1 Consent of Foley & Lardner LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 10, 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