8-K
Genie Energy Ltd. (GNE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):
June 20, 2023
GENIE
ENERGY LTD.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-35327 | 45-2069276 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 520 Broad Street | ||
| --- | --- | |
| Newark, New Jersey | 07102 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(973) 438-3500
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the<br> Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class<br> B common stock, par value $.01 per share | GNE | New<br> York Stock Exchange |
| Series<br> 2012-A Preferred stock, par value $.01 per share | GNE.PRA | New<br> York Stock Exchange |
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).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On June 20, 2023, the Company issued the attached release (the “Press Release”) relating to the Company’s completion of its redemption of all outstanding shares of its Series 2012-A Preferred Stock. A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The Company is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 7.01 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC.
Item 8.01 Other Events.
The information contained in Item 7.01 above is incorporated herein by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Document |
|---|---|
| 99.1 | Press Release, dated June 20, 2023. |
| 104. | Cover Page Interactive Data File, formatted in Inline XBRL document |
1
SIGNATURE
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.
| GENIE ENERGY LTD. | ||
|---|---|---|
| By: | /s/ Michael Stein | |
| Name: | Michael Stein | |
| Title: | Chief Executive Officer |
Dated: June 20, 2023
2
Exhibit Index
| Exhibit No. | Document |
|---|---|
| 99.1 | Press Release, dated June 20, 2023. |
| 104. | Cover Page Interactive Data File, formatted in Inline XBRL document |
3
Exhibit 99.1
Genie Energy AnnouncesCompletion of Preferred Stock Redemption
**NEWARK, NJ – June 20, 2023:**Genie Energy Ltd., (NYSE: GNE), (“Genie Energy”) a leading retail energy and renewable energy solutions provider, announced today that it completed the scheduled redemption of all outstanding shares of its Series 2012-A Preferred Stock (“Preferred Stock”) on June 16, 2023.
The Preferred Stock was redeemed for $8.50 per share and an additional $0.1349 per share in accrued dividends. The aggregate redemption payment was $6.5 million.
Following the redemption, there are no shares of Preferred Stock outstanding, all rights of Preferred Stockholders have terminated, and the Preferred Stock’s ticker symbol, GNEPRA, has been retired.
Michael Stein, CEO of Genie Energy, commented, “With the redemption of our preferred shares complete, and no debt outstanding, our common stockholders will now capture the undiluted value of Genie’s dynamic, rapidly growing retail energy supply and renewable energy businesses.”
Questions regarding the redemption of the Series A Preferred Stock may be directed to the company’s redemption agent:
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
Attention: Corporate Actions
Tel.: (800) 937-5449
(718) 921-8317
About Genie Energy Ltd.
Genie Energy Ltd., (NYSE: GNE) is a retail energy and renewable energy solutions provider. The Genie Retail Energy division supplies electricity, including electricity from renewable resources, and natural gas to residential and small business customers in the United States. The Genie Renewables division is a vertically-integrated provider of commercial, community, and utility-scale solar energy solutions. For more information, visit Genie.com.
Genie Energy Investor Relations Contact:
Brian Siegel IRC, MBA
Senior Managing Director
Hayden IR
(346) 396-8696
brian@haydenir.com