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) |
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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: 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 | |
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