ACLEW 8-K
Alternus Clean Energy, Inc. (ACLEW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On November 20, 2024, Alternus Clean Energy, Inc. (the “Company”), a company incorporated under the laws State of Delaware, entered into a binding head of terms (the “Term Sheet”) with LiiON, LLC, (“LiiON”) a U.S.-based expert in advanced energy storage solutions.
Pursuant to the binding Term Sheet and the anticipated definitive agreements to be entered thereto, the Company will pay a total consideration of $5 million under an asset purchase agreement and corresponding consulting employment agreements, under which the Company will acquire LiiOn’s customer contracts, service agreements and partnerships. LiiON will exclusively license its intellectual property to the Company, as applicable. Under the said definitive agreements, the total consideration will be in the form of debt and equity payouts, whereby Alternus will issue: (i) a $2 million non-convertible loan note, payable over three years to LiiON, (ii) issue 250,000 restricted shares of common stock of the Company at the time of closing of the definitive agreements, reflecting an underlying share price of $12.00 per common stock, and (iii) enter into exclusive consulting agreements/employment agreements with certain key employees of LiiON’s, pursuant to which the Company will pay an aggregate of $30,000 per month to the 3 key employees of the Company, terms of which shall be mutually agreed. The compensation provided herein may be adjusted on the two-year anniversary of the closing of the said transaction, based upon any agreed upon performance criteria. The Company believes that closing of this acquisition will immediately improve Company’s stockholder equity by approximately $3 million.
The Company currently has additionally been granted an exclusive period of 30 calendar days for the diligence, and signing of the definitive agreements between the parties, unless extended by written mutual agreement. The Term Sheet, and any definitive agreements contemplated thereby, is/are to be governed by and construed in accordance with the laws of the State of New York.
The foregoing description of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated by reference herein in its entirety.
Item 7.01 Regulation FD Disclosure.
On November 25, 2024, the Company issued a press release announcing the Term Sheet described in Item 1.01 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01, and in Exhibit 99.1, referenced herein is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, unless the Company expressly so incorporates such information by reference.
Forward Looking Statements
All statements contained in this Current Report on Form 8-K other than statements of historical facts, 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. Forward-looking statements may be identified by the use of 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 the Company or its management team. 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 the Company’s assessments of any date after the date of this Current Report on Form 8-K. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Binding Heads of Terms for LiiON LLC, dated November 20, 2024 | |
| 99.1 | Press Release, dated November 25, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: November 25, 2024 | 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 | |
2
Exhibit 10.1
LiiON LLC
For the Attention of: Gary Gray, Chief Executive Officer
November 20, 2024
Subject: Binding Heads of Terms for LiiON LLC
Dear Sirs,
Alternus Clean Energy, Inc., a publicly listed, utility-scale transatlantic clean energy independent power producer headquartered at 17 State Street, Suite 4000, New York, NY 10004 (“Alternus” or the “Purchaser”), as represented by Mr. Vincent Browne and having the necessary powers, is pleased to agree upon the following binding heads of terms (“HOT”) with Liion LLC for the sale of certain assets of LiiON LLC (the “Company”) from Gary Gray the current sole member (the “Seller”), the details to be mutually agreed between the parties prior to the execution of an asset purchase agreement (“APA”).
The consideration for the acquisition of certain assets of the Company, which are set forth in Exhibit A attached hereto and incorporated herein, will be for (i) 250,000 shares of restricted common stock in Alternus (to be issued to Liion and/or certain third parties designated by Liion), (ii) a promissory note issued to Liion in the amount of $2,000,000, the terms and conditions of which shall be mutually agreed and attached as an exhibit to the APA, and (iii) an aggregate of $30,000 per month to be paid to the 3 key employees, Gary Gray, Gerald Hoffman and Thomas Lynn, pursuant to exclusive consulting agreements, the terms of which shall be mutually agreed and attached as exhibits to the APA (the “Total Consideration”).
The compensation may be adjusted on the two-year anniversary of the closing based upon any agreed upon performance criteria. We confirm that the Total Consideration is based on the information provided by the Seller to date.
| 1. | The parties will use their reasonable best efforts to draft, negotiate and enter into an APA for the purchase of the assets of the Company as set forth on Exhibit A and to draft, negotiate and enter into exclusive consulting agreements with the 3 employees; |
| 2. | Subject to board approval of signing and closing the APA, any applicable third party (including but not limited to regulatory) approval, the execution of the APA and the closing of the transaction, Alternus will pay the Total Consideration for the Company. |
| 3. | Following full execution of the HOT by both parties, Alternus will be granted exclusivity for a period of 30 calendar days commencing on the date of this HOT (the “Exclusivity Period”). For purposes of this letter, the “Exclusivity Period” means the period commencing on the date this letter is signed by all parties through the earlier of: the completion of the APA or the date that is 30 calendar days following the date hereof, unless extended by written mutual agreement of the parties. During the Exclusivity Period, including any extension pursuant to the terms hereof, the Seller, its affiliates and its associates shall abstain from selling the Company or any of its assets to any third party and from directly or indirectly conducting any solicitations, discussions or negotiations with any other third party for the sale of the Company or any of its assets. Within the Exclusivity Period, the parties shall draft and negotiate the APA and employment agreements. Upon termination of the Exclusivity Period, this HOT shall expire. |
Alternus Clean Energy, Inc.
The Parties undertake to keep confidential the information exchanged save as otherwise required by Alternus.
This Agreement (and any non-contractual obligations arising out of or in connection with this Agreement) shall be governed by and construed in accordance with the laws of New York and each of the Parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of New York to settle any dispute arising out of or in connection with this Agreement (a “Dispute”) and agrees that the courts of New York are the most appropriate and convenient courts to settle any Dispute.
Please indicate your acceptance of the terms herein by signing below so that formal due diligence and legal activities may commence.
Sincerely,
Vincent Browne
CEO
Alternus Clean Energy Inc.
Accepted for Seller
| Gary Gray | |
| CEO | |
| Liion LLC | |
| Date Signed: |
Alternus Clean Energy, Inc.
Exhibit 99.1
Alternus Clean Energy Announces Binding Terms for Acquisition of Leading storage and solution provider LiiON, LLC
Acquisition will bring proven pedigree and expertise in battery storage capabilities utility segment and support push into Microgrids
New York, NY, November 25, 2024 – Alternus Clean Energy, Inc. (“Alternus”, Nasdaq: ALCE), a growing international renewable energy provider, today announces the signing of binding terms with LiiON, LLC, (“LiiON”) a U.S.-based expert in advanced energy storage solutions. LiiON was founded in 2009 by a group of senior power quality experts with extensive backgrounds in engineering, marketing and sales of storage technology and services with large battery companies in the industry.
The acquisition marks a pivotal expansion for Alternus, strengthening its ability to deliver comprehensive renewable energy solutions to energy-intensive industries. LiiON’s state-of-the-art battery technologies and engineering capabilities will enhance Alternus’ market and customer reach, enabling clients to achieve greater energy reliability, efficiency, and sustainability from their owned assets.
LiiON has a roster of blue-chip corporate and federal customers in data center, retail, telecom, and solar/wind enterprise markets, including Amazon, NASA and Walmart. Alternus plans to build on these relationships to help drive growth in its new microgrid market segment and will also form a new Battery Energy Storage (BESS) division to further its growing pipeline in utility storage. Existing LiiON revenues will become part of Alternus’ BESS division.
Alternus will pay $5 million using an asset purchase agreement, under which Alternus will acquire LiiOn’s customer contracts, service agreements and partnerships. LiiON will exclusively license its intellectual property to Alternus as applicable. Total consideration will be in the form and debt and equity whereby Alternus will issue a $2 million non-convertible loan note payable over three years and issue 250,000 shares of common stock on closing, reflecting an underlying share price of $12.00. Completion of the acquisition will immediately improve Alternus shareholder equity by approximately $3 million.
Vincent Browne, CEO of Alternus Clean Energy, said “This acquisition of LiiON is the first key step in pursuit of our strategy to become a more comprehensive energy provider, whether that be via utility scale solar, clean energy microgrids and other clean technologies. We are delighted that Gary and his team have chosen to join us on this journey and the confidence they placed in our business plan. LiiON’s innovative battery technologies perfectly complement our mission to make renewable energy more abundant, affordable and accessible and to allow us deliver on our vision of delivering energy 24/7. We look forward to building on the potential with Gary and his team going forward.”
According to the International Energy Agency’s findings from their World Energy Outlook 2024 report, the data center industry, a cornerstone of the global digital economy, is projected to grow significantly in the next decade, with energy consumption already representing approximately 1% of global electricity use. Advanced energy storage systems are essential for supporting corporations as they seek to achieve their carbon reduction.
Gary Gray, CEO of LiiON, LLC, added “We are thrilled to join the team at Alternus in this next phase of our collective growth and to capture the explosion in enterprise energy needs and carbon reduction goals. The energy storage market is a critical enabler of the clean energy transition, and LiiON’s systems are designed to deliver reliability and performance in even the most demanding environments. Together with Alternus and its partners, we are poised to make a meaningful impact on industries like data centers that are key to the global economy.”
The deal is subject to completing certain definitive agreements, and closing requirements, standard to these asset acquisitions, and is anticipated to be to complete in and prior to the end of current fiscal year 2024.
About Alternus Clean Energy, Inc.:
Alternus is a transatlantic clean energy independent power producer. Headquartered in the United States, we currently develop, install, own, and operate utility scale solar parks in North America and Europe. Our highly motivated and dynamic team at Alternus have achieved rapid growth in recent years. Building on this, our goal is to reach 3GW of operating projects within five years through continued organic development activities and targeted strategic opportunities. Our vision is to become a leading provider of 24/7 clean energy delivering a sustainable future of renewable power with people and planet in harmony.
About LiiON, LLC:
LiiON, LLC is addressing the $3 billion renewable and stored energy markets by delivering proprietary lithium stored energy solutions into applications for the data center, telecom, cable, and solar/wind enterprise markets. By developing the best chemistry for each application and market segment — with designs that are safe, cost-effective and modular —LiiON’s advanced, patented and patent-pending platform is engineered to work with existing equipment, controls and monitoring systems to ensure power quality uptime and protection. Established in 2009, LiiON was founded by a group of senior power quality experts with an extensive background in sales, engineering and marketing. Leveraging its knowledge and relationships, the team has designed and built solutions that have been tested and endorsed by key OEM customers in the global power quality and standby power markets. http://www.liionllc.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.
Contact Information:
Media Contact: [email protected]