ALCE 8-K
Aedis Energy Inc. (ALCE)
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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 1.02. Termination of a Material Definitive Agreement.
On September 19, 2024, ALT US 01 LLC (“ALT”), a company incorporated under the laws of Delaware and indirect wholly owned subsidiary of Alternus Clean Energy, Inc. (the “Company”) terminated a Membership Interest Purchase and Sale Agreement dated May 1, 2024 (the “MIPA”) by and among ALT and C2 Taiyo Fund I, LP, a Delaware limited partnership (“C2”). Pursuant to the MIPA, among other things, C2 was to sell to ALT, and ALT was to purchase from C2, 100% of the membership interests in Taiyo Holding LLC (“Target”) as further described in the Company’s Current Report on Form 8-K filed on May 1, 2024.
The MIPA contained certain conditions precedent which were not met by C2, as a result of which, ALT terminated the MIPA. No termination penalties were incurred by C2 or the Company as a result of the termination of the MIPA, and there is no further liability or obligation on the part of either party.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on March 20, 2024, the Listing Qualifications department of The Nasdaq Stock Market LLC (the “Staff”) notified the Company that it did not comply with the minimum bid price requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requiring listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). The notice had no immediate effect, with the Company receiving an initial compliance period of 180 calendar days, or until September 16, 2024 to regain compliance with the Minimum Bid Price Requirement.
On September 19 2024, the Company received a delist determination letter from the Staff advising the Company that the Staff had determined that the Company did not meet the eligibility for a second 180-day compliance period, due to its non-compliance comply with the minimum $4,000,000/$5,000,000 stockholders’ equity requirement for initial listing on The Nasdaq Capital Market (“Minimum Stockholders’ Equity Requirement”).
As a result, unless the Company requests an appeal of the Staff’s determination by September 26, 2024, trading of the Company’s common stock will be suspended at the opening of business on September 30, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market (“Nasdaq”).
The Company intends to submit a hearing request to the Nasdaq Hearings Panel (the “Panel”) no later than 4:00 p.m. Eastern Time on September 26, 2024, which request will stay suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision. There can be no assurance that the Panel will grant the Company’s request for continued listing on The Nasdaq Capital Market.
The Company intends to take all reasonable measures available to regain compliance under the Nasdaq Listing Rules, including effecting a reverse split of its outstanding common stock subject to approval by its stockholders. The Company continues to evaluate various alternative courses of action to regain compliance with the Minimum Bid Price Requirement and the Minimum Stockholders’ Equity Requirement. However, there can be no assurance that the Company will be able to maintain compliance with the Nasdaq Capital Market’s continued listing requirements or regain compliance with the Minimum Bid Price Requirement or the Minimum Stockholders’ Equity Requirement.
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Item 8.01. Other Events.
On September 19, 2024, the Company issued a press release announcing the termination of the MIPA, a copy of which is furnished as Exhibit 99.1 and incorporated herein by reference.
On September 20, 2024, the Company issued a press release related to the information described in Item 3.01 above. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated September 19, 2024 | |
| 99.2 | Press Release, dated September 20, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: September 23, 2024 | ALTERNUS CLEAN ENERGY, INC. | |
| By: | /s/ Vincent Browne | |
| Name: | Vincent Browne | |
| Title: |
Chief Executive Officer, Chairman of the Board of Directors | |
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Exhibit 99.1
Alternus Clean Energy Announces Termination of
Membership Interest Purchase and Sales
Agreement (MIPSA) for Portfolio of Solar Parks
FORT MILL, SC – September 19, 2024— Alternus Clean Energy, Inc. (NASDAQ: ALCE) (“Alternus” or the “Company”), a leading utility-scale transatlantic, clean energy independent power producer (IPP), has terminated its MIPSA with C2 Taiyo Fund I, LLP to acquire approximately 80MWp solar installations across 8 U.S. states, originally announced on May 1, 2024, due to seller’s failure to meet the required closing conditions and fundamental changes in the portfolio of assets planned to be acquired.
Alternus CEO Vincent Browne commented, “It is unfortunate that we cannot continue with this transaction as planned. However, this is just one of many identified strategic acquisitions and business growth areas underway for Alternus, such as the recent joint venture announcement with Hover Energy and other projects in review and under negotiation. We remain fully committed to the renewable energy market in the United States, whether via the acquisition of operating or ready-to-build projects and look forward to sharing these as soon as we can.”
Full details of the termination can be found in the Company’s Current Report on Form 8-K to be filed with the US Securities and Exchange Commission located at www.sec.gov and on the Company’s website at https://ir.alternusenergy.com/financials-filings/sec-filings.
About Alternus Clean Energy:
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.
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.
Media Contact: [email protected]
Exhibit 99.2
Alternus Clean Energy Receives Nasdaq Delisting Notice. Intends to Appeal and Regain Compliance Within Timeframes Allowed
Fort Mill, SC, September 20, 2024 – Alternus Clean Energy Inc. (“Alternus”, “The Company”, Nasdaq ALCE) received a Delisting Notice from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) informing the Company that Nasdaq has determined the Company had not regained compliance with the minimum closing bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).
In response, Alternus plans to appeal the decision under Nasdaq rules and intends to file such appeal within the 7-day period allowed. This process should allow the Company sufficient time to complete the necessary steps to ensure continued listing on Nasdaq, which includes, subject to stockholder approval, implementing a reverse stock split of the Company’s common stock at a ratio of between 1-for-10 and 1-for-50, as to be determined by the Board of Directors. This plan is included in a Definitive Proxy Statement that was filed with the Securities and Exchange Commission on September 6, 2024 in advance of Alternus’ Annual Meeting of Stockholders on September 26, 2024. Alternus Energy Group, PLC, the Company’s majority shareholder, has already informed the Company that it will vote for the reverse split.
A reverse split does not impact the value of a company, only the number of shares outstanding.
A successful capital restructuring will ensure the Company has continued access to equity to pursue its current growth activities, particularly in distributed energy microgrids. Recent announcements have highlighted several initiatives in this area. In early August, Alternus disclosed binding terms for the creation of a joint venture with Hover Energy, LLC. An initial four orders were secured in Honolulu with Hawaii Construction and Development Consultants. The value of these Wind-Powered Microgrid™ installations is expected to be in the $3-$4 million range, depending on final configuration. The joint venture, expected to be formalized in October, has nearly 60MW of project pipeline.
Vincent Browne Chief Executive Officer of Alternus stated: “Implementing a reverse split is a necessary step to regain compliance with Nasdaq, but it’s important to understand that such action does not change the fundamental value of our company or its day-to-day operations. We will continue our ongoing activities to de-lever and improve the balance sheet and also to execute on some of the exciting growth initiatives such as our new joint venture in microgrid solutions. This new segment of the company opens exciting near term growth opportunities beyond our traditional utility-scale business. These projects provide a shorter time to revenue, and subsequent inbound cashflows for the business. With global power demands rapidly increasing, Alternus is well-positioned to meet these needs through both large-scale solar and storage projects plus innovative on-site solutions adding wind and power management. We are confident that our current activities and increasing access to capital will provide a strong foundation for long-term shareholder value. Our next step is to seek the approval of our shareholders for the reverse split, whose support is crucial. We are committed to transparent communication at all times.”
About Alternus Clean Energy:
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.
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.
Media Contact: Cal Collier. [email protected]