Aedis Energy (ACLEW) SEC Filings, Sep 24, 2025

Alternus Clean Energy, Inc. entered into two Note Purchase Agreements with accredited investors, issuing 20% original issue discount unsecured convertible promissory notes maturing in December 2025. Each 2025 Note has a principal amount of $312,500, providing combined net proceeds of $500,000 to the company for working capital. If the notes are not repaid at maturity or certain defaults occur, the 20% discount increases by 5% each month until full repayment. After the maturity date, each note is convertible at the holder’s option into common stock at 90% of the volume-weighted average price based on the three trading days immediately prior to conversion. The 2025 Notes are senior direct obligations ranking pari passu with other notes but subordinated to existing Senior Convertible Notes held by 3i, LP, and were issued in a private placement relying on Section 4(a)(2) and Rule 506(b) of Regulation D.