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Alternus Clean Energy (OTC: ALCE) reverse split backs $10M PIPE, uplisting push

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Form Type
8-K

Rhea-AI Filing Summary

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.

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Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Reverse split ratio 1-for-2,500 Reverse stock split of common stock effective August 20, 2026
Shares outstanding before split approximately 724,658 shares Issued and outstanding common stock immediately before the Effective Time
Shares outstanding after split approximately 290 shares Issued and outstanding common stock immediately after the Effective Time
Temporary trading duration 20 trading days Period during which the stock trades under temporary symbol “ALCED” before changing to “ADIS”
New CUSIP 02157G 408 CUSIP for common stock following the reverse stock split
PIPE investment amount $10 million Committed PIPE investment referenced in relation to a planned uplisting
EverOn ownership stake 51% Ownership of EverOn Energy LLC, a joint venture with Hover Energy LLC
reverse stock split financial
"The Company effected a 1-for-2,500 reverse stock split of its common stock"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
PIPE investment financial
"complete a committed $10 million PIPE investment and also attract a broader shareholder base"
A pipe investment is a private sale of stock or convertible securities made directly to selected investors by a company that is already publicly traded, allowing the company to raise cash quickly without a full public offering. It matters to investors because it can dilute existing share value and change ownership stakes, but also signals that the company secured financing; like a homeowner taking a quick private loan to cover a repair, it can be a sign of needed funds or investor confidence.
CUSIP financial
"Following the Reverse Stock Split, the CUSIP for the Common Stock is 02157G 408"
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
Schedule 14C regulatory
"information statement on Schedule 14C, filed with the U.S. Securities and Exchange Commission"
Schedule 14C is an SEC filing that companies use to send an official information statement to shareholders when they are not asking for proxy votes. It lays out key facts about corporate actions—such as reorganizations, related-party transactions, or changes in governance—so investors can understand what’s happening without being asked to vote, like receiving a detailed neighborhood notice about a rule change rather than a petition. Because it provides formal, regulated disclosure, Schedule 14C helps investors verify claims, weigh potential impacts on ownership or value, and hold management accountable.
microgrids technical
"complementary technologies like microgrids and battery storage, we aim to deliver comprehensive"
A microgrid is a small, localized electricity system that can operate connected to the main power grid or independently, like a neighborhood having its own backup power plant. For investors, microgrids matter because they can reduce energy costs, improve reliability during outages, enable sale of surplus power or grid services, and benefit from policy incentives — all of which can create steady revenue streams and lower operating risk for businesses and communities.
Wind Powered Microgridstm technical
"EverOn’s focus is to deliver advanced and unique Wind Powered Microgridstm to large corporate clients"

FAQ

What reverse stock split did Alternus Clean Energy (ALCE) implement and when did it take effect?
Alternus Clean Energy implemented a 1-for-2,500 reverse stock split effective at 12:01 a.m. Eastern Time on August 20, 2026. Every 2,500 issued and outstanding common shares were combined into one share, with no change to the par value or authorized share count.

How did the reverse stock split affect Alternus Clean Energy (ALCE) shares outstanding?
The reverse stock split reduced outstanding common shares from approximately 724,658 to approximately 290. The split was applied proportionately, so stockholders’ percentage ownership generally remained the same, except where holders received cash instead of a fractional post-split share.

What trading symbols will Alternus Clean Energy (ALCE) use after the reverse stock split?
Post-split, the common stock trades on the OTC Markets under temporary symbol “ALCED” for 20 trading days, after which it will trade under the new symbol “ADIS”. A new CUSIP 02157G 408 has also been assigned to the shares.

What is the stated purpose of the reverse stock split for Alternus Clean Energy (ALCE)?
The company states the primary goal is to increase the per-share trading price to meet the minimum bid price requirement for listing on a national securities exchange and to help broaden its appeal to institutional and long-term investors, supporting its broader business plans.

How will fractional shares be handled in Alternus Clean Energy’s (ALCE) reverse stock split?
No fractional shares will be issued; instead, affected holders receive cash in lieu of fractional shares. The cash amount equals the fractional post-split share interest multiplied by a post-split per-share price formula based on recent OTC Pink market closing prices divided by 2,500.

What other instruments did Alternus Clean Energy (ALCE) adjust in connection with the reverse stock split?
Alternus made proportional adjustments to its outstanding warrants, convertible preferred stock, other convertible securities and the reserves under its 2023 Equity Incentive Plan. These adjustments follow the governing terms of each instrument so that economic relationships remain consistent after the split.

What future financing and joint venture plans did Alternus Clean Energy (ALCE) reference?
Management referenced a committed $10 million PIPE investment that would be facilitated by uplisting to a national exchange and highlighted EverOn Energy LLC, a 51%-owned joint venture focused on Wind Powered Microgridstm for large corporate clients in Europe and America.

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Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): August 19, 2026
     
ALTERNUS CLEAN ENERGY, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-41306
 
87-1431377
(State or other jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification Number)
 
17 State Street, Suite 4000
New York City, New York
 
10004
(Address of registrant’s principal executive office)
 
(Zip code)
 
(212) 739-0727
(Registrant’s telephone number, including area code)
 
N/A
(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 Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act: None
 
Title of each class
 
Trading symbol(s)
 
Name of each exchange on which registered
None
 
N/A
 
N/A
 
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 3.03 Material Modifications to Rights of Security Holders.
 
The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
 
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On August 20, 2026, at 12:01 a.m. Eastern Time (the “Effective Time”), the Company effected a 1-for-2,500 reverse stock split (the “Reverse Stock Split”) of all issued and outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), pursuant to a Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of Alternus Clean Energy, Inc. (the “Certificate of Amendment”). The Certificate of Amendment was filed with the Delaware Secretary of State on August 13, 2026 and became effective at the Effective Time. 
 
As previously disclosed in the Company’s definitive information statement filed with the Securities and Exchange Commission (the “SEC”) on August 3, 2026, on June 16, 2026, the Company’s board of directors (the “Board”) approved, and the holders of a majority of the voting power of the Company’s outstanding voting capital stock approved by written consent in lieu of a meeting, a proposal authorizing an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split at a ratio ranging from 1-for-2 to 1-for-2,500, with the final ratio, date and time to be determined by the Board. The Board subsequently determined to effect the Reverse Stock Split at a ratio of 1-for-2,500 at the Effective Time. 
 
As a result of the Reverse Stock Split, every 2,500 shares of issued and outstanding Common Stock were automatically combined into one validly issued, fully paid and nonassessable share of Common Stock. The Reverse Stock Split applied proportionately to all holders of Common Stock and did not change any holder’s percentage ownership interest in the Company, except to the extent that a holder received cash in lieu of a fractional share. No fractional shares were issued in connection with the Reverse Stock Split. A holder who otherwise would have been entitled to receive a fractional share received cash in lieu of the fractional share, without interest or deduction, equal to the fractional post-split share interest multiplied by the applicable post-split per-share price, with that price determined by dividing the average closing price per share of the Common Stock on the OTC Pink market for the five consecutive trading days immediately preceding the Effective Time by 2,500. 
 
Proportional adjustments were made, as applicable, to the Company’s outstanding warrants, convertible preferred stock and other convertible securities and to the reserves available under the Company’s 2023 Equity Incentive Plan, in each case in accordance with their governing terms.
 
1
 
The Reverse Stock Split reduced the number of issued and outstanding shares of Common Stock from approximately 724,658 immediately before the Effective Time to approximately 290 immediately after the Effective Time. The number of authorized shares of Common Stock did not change as a result of the Reverse Stock Split. 
 
The Company’s transfer agent, Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company) (“Equiniti”), acted as the exchange agent for the Reverse Stock Split. Stockholders who held their shares in brokerage accounts or in “street name” generally were not required to take action to effect the Reverse Stock Split. 
 
The Common Stock began trading on a split-adjusted basis on the OTC Pink market at market open on August 20, 2026. For 20 trading days following the Effective Time, the Common Stock will trade under the temporary symbol “ALCED,” after which its trading symbol will change to “ADIS.” Following the Reverse Stock Split, the CUSIP for the Common Stock is 02157G 408. 
 
The foregoing description of the Certificate of Amendment and the Reverse Stock Split is qualified in its entirety by reference to the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
 
 
Item 8.01 Other Events
 
On August 19, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
The following exhibits are filed herewith:
 
Exhibit No.
 
Description
3.1
 
Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of Alternus Clean Energy, Inc.
99.1
 
Press Release, dated August 19, 2026
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
2
 
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: August 20, 2026
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
 
 
3

Exhibit 99.1

 

Alternus Clean Energy, Inc. Announces 1-for-2,500 Reverse Stock Split 

 

New York, August 19, 2026 – Alternus Clean Energy, Inc. (OTC: ALCE, ACLEW) (“the Company,” “Alternus” or “ALCE”), a transatlantic clean energy provider, today announced that it will effect a 1-for-2,500 reverse stock split of its common stock. The reverse stock split will become effective at 12:01 a.m. Eastern Time on Thursday, August 20, 2026, and the Company’s common stock will commence trading on the OTC Markets on a post-split basis at the opening of the market on August 20, 2026, pending confirmation by the Depository Trust Company and FINRA. The Company’s common stock will continue to trade for the next 20 trading days on the OTC Markets under the trading symbol “ALCED,” after which it will trade under the new symbol “ADIS.” Additionally, a new CUSIP number, 02157G 408, has been assigned as a result of the reverse stock split.

 

The primary goal of the reverse stock split is to increase the per-share trading price of the Company’s common stock to meet the minimum bid price requirement for listing on a national securities exchange and to help broaden its appeal to a wider base of institutional and long-term investors. The action was approved by the Company’s Board of Directors and the holder of a majority of the Company’s outstanding voting capital stock by written consent in lieu of a meeting, in accordance with Sections 228 and 242 of the Delaware General Corporation Law.

 

At the effective time of the reverse stock split, every 2,500 shares of the Company’s issued and outstanding common stock will be automatically combined, reclassified and changed into one (1) share of validly issued, fully paid and non-assessable common stock, without any change in the par value of $0.0001 per share. The total number of authorized shares of common stock will not be affected by the reverse stock split. The reverse stock split will reduce the number of shares of common stock outstanding from approximately 724,658 shares to approximately 290 shares. No fractional shares of common stock will be issued in connection with the reverse stock split. Stockholders who would otherwise be entitled to receive a fractional share will instead receive a cash payment equal to the fractional share interest multiplied by the closing price of the Company’s common stock on the OTC Markets on the last trading day immediately preceding the effective date of the reverse stock split.

 

Stockholders of record will receive information regarding their share ownership following the reverse stock split from the Company’s transfer agent, Equiniti Trust Company, LLC. Equiniti can be reached at (833) 656-0637. Additional information about the reverse stock split can be found in the Company’s information statement on Schedule 14C, filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 3, 2026, and available free of charge at the SEC’s website at www.sec.gov.

 

 

“This action represents an important step on our journey to relist on a national exchange at the earliest opportunity, following a period of refocusing the business and significantly strengthening our balance sheet,” said Vincent Browne, Chief Executive Officer of Alternus. “Enhancing our stock’s trading dynamics and uplisting to a national exchange will allow us to complete a committed $10 million PIPE investment and also attract a broader shareholder base over time to support growth of our business plans in the fast growing microgrid energy generation market.”

 

“During 2026 we have advanced the customer pipeline and prospects of EverOn Energy LLC, a 51%-owned joint venture with Hover Energy LLC, a leader in AI Microgrid solutions for the built environment. EverOn’s focus is to deliver advanced and unique Wind Powered Microgridstm to large corporate clients across both continents. EverOn expects to announce its first clients in the UK shortly. We are confident that executing on these activities will provide a strong foundation for sustained revenue and income growth and build shareholder value both in the near term and over time.”

 

About Alternus Clean Energy, Inc.:

 

Alternus Clean Energy is a renewable energy company committed to advancing sustainable solutions. With a focus on utility-scale projects, such as solar parks, and complementary technologies like microgrids and battery storage, we aim to deliver comprehensive, clean energy across Europe and America. Through strategic investments, we are building a portfolio poised to lead the transition to a sustainable energy future. For more information, visit https://alternusce.com/.

 

 

Forward-Looking Statements:

 

Certain information contained in this release, 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. When used in this notice, 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 us or our management team, identify forward-looking statements. 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 Alternus’ assessments of any date after the date of this release. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Media Contact:  ir@alternusenergy.com

Contact:

Crescendo Communications, LLC

Tel: +1 (212) 671-1020

Email: ALCE@crescendo-ir.com

 

 

Source: View Original Filing on SEC EDGAR

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