FuelCell Energy Files 8-K on Security Holder Rights

TL;DR

FUELCELL ENERGY filed an 8-K, changes to security holder rights and bylaws are coming.

AI Summary

FuelCell Energy, Inc. filed an 8-K on November 7, 2024, to report material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. The filing also includes Regulation FD disclosures and financial statements/exhibits. Specific details regarding the modifications and amendments are not elaborated in the provided text snippet.

Why It Matters

This filing indicates potential changes to the rights of FuelCell Energy's security holders and amendments to its corporate governance documents, which could impact investors.

Risk Assessment

Risk Level: medium — Changes to security holder rights and corporate bylaws can introduce uncertainty and potential shifts in the company's structure or obligations.

Key Players & Entities

• FUELCELL ENERGY, INC. (company) — Registrant
• November 7, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 3 Great Pasture Road (address) — Business Address
• Danbury (city) — Business Address City
• CT (state) — Business Address State

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share FCEL The Nasdaq

Filing Documents

• tm2427658d1_8k.htm (8-K) — 38KB
• tm2427658d1_ex3-1.htm (EX-3.1) — 9KB
• tm2427658d1_ex99-1.htm (EX-99.1) — 13KB
• tm2427658d1_ex99-1img001.jpg (GRAPHIC) — 28KB
• 0001104659-24-115093.txt ( ) — 278KB
• fcel-20241107.xsd (EX-101.SCH) — 3KB
• fcel-20241107_lab.xml (EX-101.LAB) — 33KB
• fcel-20241107_pre.xml (EX-101.PRE) — 22KB
• tm2427658d1_8k_htm.xml (XML) — 4KB

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As previously disclosed, at a special meeting of stockholders held on October 31, 2024, the stockholders of FuelCell Energy, Inc. (the "Company") adopted an amendment (the "Reverse Stock Split Amendment") to the Company's Certificate of Incorporation, as amended (the "Certificate of Incorporation"), to effect a reverse stock split of the issued and outstanding shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and shares of Common Stock held in treasury, at a specific ratio ranging from one-for-ten shares to one-for-thirty shares, with the exact ratio within such range to be determined by the Board of Directors of the Company (the "Board"). The Board subsequently approved the implementation and consummation of the reverse stock split at a ratio of one-for-thirty (the "Reverse Stock Split"). On November 7, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment of the Certificate of Incorporation setting forth the Reverse Stock Split Amendment (the "Certificate of Amendment"), effective as of 5:00 p.m., Eastern Time, on November 8, 2024, to effect the Reverse Stock Split of the issued and outstanding shares of Common Stock and shares of Common Stock held in treasury. The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from 611,278,662 shares to approximately 20,375,955 shares, subject to adjustment for the payment of cash in lieu of fractional shares (as described below). The Reverse Stock Split will not change the total number of shares of Common Stock or preferred stock authorized for issuance by the Company. The Reverse Stock Split will become effective as of 5:00 p.m., Eastern Time, on November 8, 2024, at which time every thirty shares of the Company's issued and outstanding Common Stock will be automatically converted into one issued and outstanding share o

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On November 7, 2024, the Company issued a press release announcing the Reverse Stock Split. A copy of this press release is furnished as Exhibit 99.1 hereto. The information furnished in this Item 7.01, including Exhibit 99.1, is not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 3.1 Certificate of Amendment of Certificate of Incorporation of FuelCell Energy, Inc., effective November 8, 2024. 99.1 FuelCell Energy, Inc. Press Release, dated November 7, 2024. 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: November 7, 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