Note 18 - Subsequent Events |
6 Months Ended |
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Jun. 30, 2026 | |
| Notes to Financial Statements | |
| Subsequent Events [Text Block] |
18. Subsequent Events Management has evaluated subsequent events that occurred through the date the financial statements were issued and has determined that there were no subsequent events that required recognition or disclosure in the financial statements as of and for the period ended June 30, 2026, except as disclosed below.
New Subsidiary
On July 30, 2026 a new wholly owned subsidiary of one of the Company’s US subsidiaries, EverOn Energy LLC, was incorporated in the UK, under the name Everon Energy Ltd.
Series F Convertible Preferred Stock, as Amended and Restated
On July 30, 2026, the Board of Directors (the “Board”) of the Company approved the amendment and restatement of the Certificate of Designation of the Company’s Series F Convertible Preferred Stock, par value $0.0001 per share (the “A&R CoD”). On July 31, 2026, the Company filed the A&R CoD with the Secretary of State of the State of Delaware. The principal changes in the A&R CoD, as compared to the original Certificate of Designation, are: (i) the conversion trigger was revised from automatic conversion one trading day prior to the Uplist (as defined below) to automatic conversion on a date determined by the Board, in its reasonable discretion, following receipt of conditional listing approval, within a window of five to ten business days prior to the effective Uplist date; and (ii) the stated maturity date of December 31, 2026 was removed. On August 5, 2026, the holder of the 750 previously outstanding shares of Series F agreed to the amended terms, and the Company issued an additional 14,280 shares of Series F to the Investors pursuant to the Subscription Agreements, in book-entry form.
General. The Series F consists of a total of 15,750 shares authorized and 15,030 shares issued as of the date of this Report. Each share of Series F has a par value of $0.0001 per share and a value of $1,000 per share. The Series F is not subject to any sinking fund.
Automatic Conversion. Each share of Series F shall automatically convert on the date determined by the Board, in its reasonable discretion, following the Company’s receipt of conditional listing approval from the national stock exchange on which the Common Stock is to be listed (the “Uplist”), which date shall be no fewer than five (5) business days and no more than ten (10) business days prior to the effective date of the Uplist (the “Conversion Date”), and each share of Series F shall convert into a number of fully paid and non-assessable shares of Common Stock equal to the value of each share ($1,000) divided by the closing price of the Company’s Common Stock on the Conversion Date.
Maturity Date. The Series F has no stated maturity date.
Restriction on Conversion. In no event shall the Holder have the right or the Company be required to convert, as applicable, shares of Series F if as a result of such conversion the aggregate number of shares of Common Stock beneficially owned by such Holder and its Affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the shareholder for purposes of Section 13(d) of the 1934 Act, would exceed 9.99% of the outstanding shares of the Common Stock following such conversion.
Voting Rights. The holders of Series F hold no voting rights, but the Company may not, without the prior written consent of a majority of the outstanding Series F, (i) amend the Certificate of Designation or Certificate of Incorporation in a manner that adversely affects the Series F, (ii) create or authorize senior or pari passu capital stock, (iii) change the authorized number of Series F shares, (iv) effect a merger, consolidation, or sale of substantially all assets, or (v) declare or pay dividends on Common Stock.
Dividend Rights. The holders of Series F will not be entitled to receive dividends of any kind.
Liquidation Preference. The holders of Series F shall be entitled to receive distributions in the event of any liquidation, dissolution or winding up of the Company only after the Series B, C, D and E convertible preferred stock holders and after the Common Stock holders.
Subscription Agreements
On August 5, 2026, Alternus Clean Energy, Inc., a Delaware corporation (the “Company”), entered into subscription agreements (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) with 15 accredited investors (the “Investors”), pursuant to which the Company issued an aggregate of 14,280 shares of the Company’s Series F Convertible Preferred Stock, as Amended and Restated (the “Series F”), in exchange for various types of consideration as described below. Each share of Series F is convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a conversion price equal to the closing price of the Common Stock on the conversion date determined by the Board of Directors following receipt of conditional listing approval from a national stock exchange (the “Conversion Price”). The issuances were structured as follows: (a) four accredited investors that are current debt holders of the Company were issued a total of 2,980 shares of Series F in exchange for the extension of the long stop maturity dates on their respective promissory notes from September 3, 2026 to March 31, 2027; (b) two accredited investors that are current debt holders of the Company were issued a total of 600 shares of Series F in exchange for the extension of the maturity dates on their respective promissory notes from March 31, 2026 to December 31, 2026; (c) two accredited investors were issued a total of 2,990 shares of Series F as consideration for three-year appointments to the Company’s Advisory Board; (d) three accredited investors were issued a total of 4,470 shares of Series F in exchange for entering into consulting agreements for various services related to corporate finance, financial advisory services and business development services; (e) two accredited investors were issued a total of 1,750 shares of Series F as consideration for past services rendered related to financial and other business related advisory services; and (f) one accredited investor and current debt holder was issued 1,490 shares of Series F in exchange for the waiver and forgiveness of all accrued interest on the investor’s promissory note commencing from July 1, 2026 through and including the date of full repayment of such note.
The aggregate number of shares of Series F issued in these transactions was 14,280 shares with a total face value of $14,280,000. Together with the 750 shares of Series F previously issued to Secure Net Capital LLC on June 30, 2026, the Company has now issued a total of 15,030 shares of Series F out of 15,750 authorized shares.
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