ACLEW 8-K
Aedis Energy Inc. (ALCE)
(State or other jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
(Address of registrant’s principal executive office) | (Zip code) |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each class | Trading symbol(s) | Name of each exchange on which registered |
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Exhibit No. | Description |
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3.1 | ||
99.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Date: August 20, 2026 | ALTERNUS CLEAN ENERGY, INC. |
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By: | /s/ Vincent Browne |
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Name: | Vincent Browne |
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Title: | Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board of Directors |
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ALTERNUS CLEAN ENERGY, INC.
(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)
Alternus Clean Energy, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:
1. Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation (this “Certificate of Amendment”) amends the provisions of the Third Amended and Restated Certificate of Incorporation of the Corporation, as amended (the “Charter”).
2.This Certificate of Amendment has been duly adopted by the Corporation’s Board of Directors and approved by the written consent of the holder of a majority of the outstanding stock entitled to vote thereon in accordance with the provisions of Sections 228 and 242 of the DGCL.
3.Upon this Certificate of Amendment becoming effective, the Charter is hereby amended as follows:
ARTICLE IV of the Charter is hereby amended by adding the following new paragraph at the end of such article:
“Effective at 12:01 a.m., Eastern Time, on August 20, 2026 (the “2026 Split Effective Time”), every Two Thousand Five Hundred (2,500) shares of common stock issued and outstanding or held by the Corporation as treasury shares as of the 2026 Split Effective Time shall automatically, and without action on the part of the stockholders, be combined, reclassified and changed into one (1) validly issued, fully paid and non-assessable share of common stock, without effecting a change to the par value per share of common stock, subject to the treatment of fractional interests as described below (the “2026 Reverse Split”). Notwithstanding the immediately preceding sentence, no fractional shares will be issued in connection with the combination effected by the preceding sentence. Stockholders of record who otherwise would be entitled to receive fractional shares in connection with such combination will instead be entitled to receive, in lieu of such fractional shares, an amount in cash equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price of the Corporation’s common stock on the OTC Markets on the last trading day immediately preceding the date on which the 2026 Split Effective Time occurs. As of the 2026 Split Effective Time and thereafter, a certificate(s) representing shares of common stock prior to the 2026 Reverse Split is deemed to represent the number of post-2026 Reverse Split shares into which the pre-2026 Reverse Split shares were reclassified and combined. The 2026 Reverse Split shall also apply to any outstanding securities or rights convertible into, or exchangeable or exercisable for, common stock of the Corporation and all references to such common stock in agreements, arrangements, documents and plans relating thereto or any option or right to purchase or acquire shares of common stock shall be deemed to be references to the common stock or options or rights to purchase or acquire shares of common stock, as the case may be, after giving effect to the 2026 Reverse Split.”
4. This Certificate of Amendment shall become effective at 12:01 a.m., Eastern Time, on August 20, 2026.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer on this 13th day of August, 2026.
ALTERNUS CLEAN ENERGY, INC.
By: /s/ Vincent Browne________________________
Name: Vincent Browne
Title: Chief Executive Officer
Exhibit 99.1
Alternus Clean Energy, Inc. Announces 1-for-2,500 Reverse Stock Split
New York, August 19, 2026 – Alternus Clean Energy, Inc. (OTC: ALCE, ACLEW) (“the Company,” “Alternus” or “ALCE”), a transatlantic clean energy provider, today announced that it will effect a 1-for-2,500 reverse stock split of its common stock. The reverse stock split will become effective at 12:01 a.m. Eastern Time on Thursday, August 20, 2026, and the Company’s common stock will commence trading on the OTC Markets on a post-split basis at the opening of the market on August 20, 2026, pending confirmation by the Depository Trust Company and FINRA. The Company’s common stock will continue to trade for the next 20 trading days on the OTC Markets under the trading symbol “ALCED,” after which it will trade under the new symbol “ADIS.” Additionally, a new CUSIP number, 02157G 408, has been assigned as a result of the reverse stock split.
The primary goal of the reverse stock split is to increase the per-share trading price of the Company’s common stock to meet the minimum bid price requirement for listing on a national securities exchange and to help broaden its appeal to a wider base of institutional and long-term investors. The action was approved by the Company’s Board of Directors and the holder of a majority of the Company’s outstanding voting capital stock by written consent in lieu of a meeting, in accordance with Sections 228 and 242 of the Delaware General Corporation Law.
At the effective time of the reverse stock split, every 2,500 shares of the Company’s issued and outstanding common stock will be automatically combined, reclassified and changed into one (1) share of validly issued, fully paid and non-assessable common stock, without any change in the par value of $0.0001 per share. The total number of authorized shares of common stock will not be affected by the reverse stock split. The reverse stock split will reduce the number of shares of common stock outstanding from approximately 724,658 shares to approximately 290 shares. No fractional shares of common stock will be issued in connection with the reverse stock split. Stockholders who would otherwise be entitled to receive a fractional share will instead receive a cash payment equal to the fractional share interest multiplied by the closing price of the Company’s common stock on the OTC Markets on the last trading day immediately preceding the effective date of the reverse stock split.
Stockholders of record will receive information regarding their share ownership following the reverse stock split from the Company’s transfer agent, Equiniti Trust Company, LLC. Equiniti can be reached at (833) 656-0637. Additional information about the reverse stock split can be found in the Company’s information statement on Schedule 14C, filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 3, 2026, and available free of charge at the SEC’s website at www.sec.gov.
“This action represents an important step on our journey to relist on a national exchange at the earliest opportunity, following a period of refocusing the business and significantly strengthening our balance sheet,” said Vincent Browne, Chief Executive Officer of Alternus. “Enhancing our stock’s trading dynamics and uplisting to a national exchange will allow us to complete a committed $10 million PIPE investment and also attract a broader shareholder base over time to support growth of our business plans in the fast growing microgrid energy generation market.”
“During 2026 we have advanced the customer pipeline and prospects of EverOn Energy LLC, a 51%-owned joint venture with Hover Energy LLC, a leader in AI Microgrid solutions for the built environment. EverOn’s focus is to deliver advanced and unique Wind Powered Microgridstm to large corporate clients across both continents. EverOn expects to announce its first clients in the UK shortly. We are confident that executing on these activities will provide a strong foundation for sustained revenue and income growth and build shareholder value both in the near term and over time.”
About Alternus Clean Energy, Inc.:
Alternus Clean Energy is a renewable energy company committed to advancing sustainable solutions. With a focus on utility-scale projects, such as solar parks, and complementary technologies like microgrids and battery storage, we aim to deliver comprehensive, clean energy across Europe and America. Through strategic investments, we are building a portfolio poised to lead the transition to a sustainable energy future. For more information, visit https://alternusce.com/.
Forward-Looking Statements:
Certain information contained in this release, including any information on the Company’s plans or future financial or operating performance and other statements that express the Company’s management’s expectations or estimates of future performance, constitute forward-looking statements. When used in this notice, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Such statements are based on a number of estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond the control of the Company. The Company cautions that such forward-looking statements involve known and unknown risks and other factors that may cause the actual financial results, performance or achievements of the Company to differ materially from the Company’s estimated future results, performance or achievements expressed or implied by the forward-looking statements. These statements should not be relied upon as representing Alternus’ assessments of any date after the date of this release. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
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