Aedis Energy Inc. (ALCE) SEC Filings

Alternus Clean Energy, Inc. (ALCE) approved and implemented a 1-for-2,500 reverse stock split of its common stock effective at 12:01 a.m. Eastern Time on August 20, 2026. Every 2,500 issued and outstanding shares of common stock were automatically combined into one share, with no change to the $0.0001 par value or the total number of authorized shares.

The reverse split reduced issued and outstanding common shares from approximately 724,658 to approximately 290 and was applied proportionately, so ownership percentages remain generally unchanged except where holders receive cash in lieu of fractional shares. Proportional adjustments were made to warrants, convertible preferred stock, other convertible securities and the 2023 Equity Incentive Plan. The stock trades post-split on the OTC Pink/OTC Markets on a split-adjusted basis, using the temporary symbol “ALCED” for 20 trading days before changing to “ADIS,” with a new CUSIP 02157G 408. The company states that the primary goal is to increase the per-share price to meet minimum bid requirements for a potential national exchange listing and to support a committed $10 million PIPE investment and broader investor appeal.

Alternus Clean Energy, Inc. reported no operating revenue for the three and six months ended June 30, 2026 and relies on its EverOn Energy LLC joint venture to develop Wind Powered Microgrids under long-term Energy-as-a-Service contracts for future income.

For the six months, the company recorded a net loss of $3.5 million, negative operating cash flow of $1.9 million, and an accumulated deficit of $75.5 million. Cash was $1.07 million against total assets of $57.1 million and current liabilities of $28.6 million, largely term loans and convertible/OID notes.

Management disclosed that these losses, limited liquidity, heavy secured debt, and lack of revenue raise substantial doubt about the ability to continue as a going concern. The company has term sheets for up to $20 million in preferred equity and a proposed $50 million equity line, but both remain subject to conditions and do not remove this doubt.

Results also reflect significant non-cash items: amortization of acquired EverOn intangibles, fair value losses on convertible and OID notes, and gains from settling OID notes with preferred stock. Shareholders’ equity attributable to Alternus increased to $10.1 million, supported by multiple series of convertible preferred stock, while several legal matters have resulted in arbitration awards and court judgments that are accrued as liabilities.

Alternus Clean Energy, Inc. amended a prior report to add unaudited pro forma financials for its EverOn Energy LLC joint venture with Hover Energy LLC. On September 30, 2025, Alternus sold a 49% interest in EverOn to Hover and retained 51%, treating the series of agreements as a business acquisition under ASC 805.

As consideration for its 51% interest, Alternus issued 20,000 shares of Series B Convertible Preferred Stock to Hover, preliminarily valued at $1,526 per share (about $30.5 million), and contributed $5.2 million of capitalized project assets plus $0.9 million of software, for total consideration of about $36.5 million. Hover’s 49% non‑controlling interest was preliminarily valued at $20.4 million, implying a joint‑venture enterprise value of roughly $56.9 million.

The purchase price was allocated to identifiable intangibles — including customer relationships, favorable contracts, and software — and $18.96 million of goodwill. Pro forma statements show added MSA service fees and intangible amortization, with a portion of EverOn’s results attributed to Hover as non‑controlling interest.

Alternus Clean Energy, Inc. is registering up to 157,140,000 shares of common stock for resale by existing securityholders, consisting of 6,840,000 shares issuable upon conversion of Series E Convertible Preferred Stock and 150,300,000 shares issuable upon conversion of Series F Convertible Preferred Stock. The company is not selling shares itself and will receive no proceeds from these resales.

Alternus operates a decentralized energy platform focused on microgrids and onsite energy, primarily through EverOn Energy, a joint venture with Hover Energy. EverOn targets commercial and industrial customers in the U.S. and U.K. using wind, solar and battery storage under long-term PPAs and Energy‑as‑a‑Service contracts, typically up to 25 years. The company has 10 employees across the U.S. and Europe.

Recent financing includes multiple preferred rounds: Series C and D issued at $1,000 per share with a $0.10 conversion price and down‑round protection, Series E issued in lieu of $684,000 of promissory notes, and Series F plus a $1,250,000 original‑issue‑discount note and additional Series F issued for services and debt modifications. Alternus reports substantial short‑term borrowing, auditor‑noted going‑concern uncertainty, and significant operational, regulatory and financing risks while pursuing an uplisting application for its ALCE shares from the OTC Markets to Nasdaq.

Alternus Clean Energy, Inc. entered subscription agreements with 15 accredited investors on August 5, 2026, issuing 14,280 shares of Series F Convertible Preferred Stock, valued at $1,000 per share, for an aggregate face amount of $14,280,000. Consideration included extensions of promissory note maturities, advisory board appointments, consulting agreements, past advisory services and a waiver of accrued interest on a promissory note.

Including 750 shares issued on June 30, 2026, 15,030 of 15,750 authorized Series F shares are now issued. The board approved an amended and restated certificate of designation that removes the prior December 31, 2026 maturity date and revises automatic conversion to occur on a board-selected date 5–10 business days before an uplist, using a $1,000 per-share value divided by the common stock closing price. Series F has no general voting or dividend rights, but majority Series F consent is required for specified corporate actions, is subject to a 9.99% beneficial ownership conversion cap, and receives liquidation distributions only after Series B–E preferred and common stock.

Alternus Clean Energy, Inc. obtained written consent from its majority stockholder, who controls approximately 99.9% of the voting power, to approve two corporate actions without holding a meeting. First, the company will amend its certificate of incorporation to change its name to Aedis Energy Inc., reflecting a strategic shift away from utility-scale solar parks sold in 2024–2025 toward microgrids and broader renewable and storage technologies.

Second, the company approved, for purposes of Nasdaq Listing Rule 5635(d), the potential issuance of common shares upon conversion of its Series B, C, D and E Convertible Preferred Stock at a conversion price of $0.10 per share, in an amount that may exceed 19.99% of outstanding common stock or voting power. As of July 9, 2026, outstanding preferred shares could convert into up to 375,820,000 common shares at the current conversion price, far above the 724,658 common shares outstanding as of the record date, and the company highlights the risk of significant dilution and potential downward pressure on its common stock price.

Alternus Clean Energy, Inc. reported first-quarter 2026 results with no revenue and a consolidated net loss of $0.9 million, of which $80 thousand was attributable to common shareholders. Total assets were $56.9 million, driven by $37.0 million of EverOn-related intangible assets and $19.0 million of goodwill.

Liquidity is tight. Cash and cash equivalents were $0.36 million at March 31, 2026, while current liabilities totaled $25.8 million, including $6.8 million of short-term notes and $0.7 million of convertible notes measured at fair value. Operating activities used $1.2 million of cash in the quarter. Management states that these factors, together with the absence of operating revenues and pledged assets, raise substantial doubt about the company’s ability to continue as a going concern.

The company restructured portions of its debt, issuing new Series C, D and E convertible preferred stock and recording a $5.3 million gain on settlement of OID convertible notes, while also recognizing a $1.7 million loss on debt restructuring. Significant legal obligations include a $5.7 million arbitration award to Sunrise and a judgment of about $2.1 million in favor of SCAF. Management has signed term sheets for up to $20.0 million of preferred equity and a proposed $50.0 million equity line but concludes these plans do not remove going-concern uncertainty.

Alternus Clean Energy, Inc. reported that its Board and the holder of a majority of voting power approved two corporate actions by written consent on June 16, 2026.

First, the company will amend its Certificate of Incorporation to change its name to Aedis Energy Inc. Second, the company approved, for purposes of Nasdaq Listing Rule 5635(d), potential issuances of common stock upon conversion of Series B, C, D and E Convertible Preferred Stock that may exceed 19.99% of outstanding common stock or voting power. The actions were authorized by the Majority Stockholder holding approximately 99.9% of voting power and become effective twenty (20) calendar days after this Information Statement is first mailed to holders as of the Record Date.