Aedis Energy legal chief to step down Sept. 11

Aedis Energy (Alternus Clean Energy) privately issued 4,000 restricted shares to directors and announced the resignation of its Chief Legal Officer effective September 11, 2026.

Rhea-AI Filing Summary

Alternus Clean Energy, Inc. (Aedis Energy Inc., ALCE) reported two governance-related developments. On September 1, 2026, the company issued an aggregate of 4,000 shares of restricted common stock to members of its Board of Directors as compensation for past Board and committee service, including 1,000 shares each to VestCo I Corp (owned and controlled by Vincent Browne) and John Thomas, and 500 shares each to Rolf Wikborg, Tone Bjornov, Mighty Sky LLC (owned and controlled by Aaron Ratner) and Nicholas Parker. These shares were issued in a private placement relying on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D to accredited investors without general solicitation. The company also disclosed that Chief Legal Officer Taliesin Durant resigned on August 31, 2026, effective September 11, 2026, and will remain available on an as-needed basis for transition, with the company stating her decision was not due to any disagreement over operations, policies or practices.

Positive

• None.

Negative

• Chief Legal Officer resignation: Chief Legal Officer Taliesin Durant resigned effective September 11, 2026; although the company states there was no disagreement over operations, policies or practices, turnover in a senior legal role can increase execution and compliance risk.

Filing Explained

The company’s September 1, 2026 issuance of 4,000 restricted common shares as board compensation is completed; absent offsetting changes, it reduces existing holders’ percentage ownership.

8-K Event Classification

2 items: 3.02, 5.02

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Restricted shares issued: 4,000 shares Shares to VestCo I Corp: 1,000 shares Shares to John Thomas: 1,000 shares +3 more

6 metrics

Restricted shares issued 4,000 shares Aggregate restricted common stock issued to directors on September 1, 2026

Shares to VestCo I Corp 1,000 shares Restricted common stock issued as Board compensation

Shares to John Thomas 1,000 shares Restricted common stock issued as Board compensation

Shares to each of four other directors/entities 500 shares Restricted common stock issued to Rolf Wikborg, Tone Bjornov, Mighty Sky LLC, Nicholas Parker

Chief Legal Officer resignation effective date September 11, 2026 Effective date of Taliesin Durant’s resignation

Chief Legal Officer tenure start December 22, 2023 Start date of Taliesin Durant’s service as Chief Legal Officer

Key Terms

restricted common stock, Section 4(a)(2), Rule 506(b) of Regulation D, accredited investor

4 terms

restricted common stock financial

"issued an aggregate of 4,000 shares of restricted common stock to the Company’s Board"

Restricted common stock is company shares that carry limits on selling or transferring for a set period or until certain conditions are met, like time-based vesting or regulatory clearance. Think of them as shares in a locked box that gradually open; they can become freely tradable later but initially reduce the number of shares available on the market. Investors watch restricted stock because its eventual release can change a company’s share supply, affect stock price, and influence control and dilution.

Section 4(a)(2) regulatory

"in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Rule 506(b) of Regulation D regulatory

"and Rule 506(b) of Regulation D promulgated thereunder"

Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.

accredited investor regulatory

"Each of the recipients represented that it is an “accredited investor” as defined in Rule 501(a)"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

FAQ

What equity issuance did Alternus Clean Energy (ALCE) disclose in this 8-K?

The company issued 4,000 shares of restricted common stock on September 1, 2026 to its Board members as compensation for past Board and committee service, in specified individual amounts to six directors and related entities.

Who received the 4,000 restricted shares disclosed by ALCE?

Recipients included VestCo I Corp (owned and controlled by Vincent Browne) and John Thomas with 1,000 shares each, and Rolf Wikborg, Tone Bjornov, Mighty Sky LLC (owned and controlled by Aaron Ratner), and Nicholas Parker with 500 shares each.

Under what exemptions did ALCE issue the restricted stock?

The issuance relied on Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D. All recipients represented that they are accredited investors, and the company stated that no general solicitation or advertising was used.

What executive change did Alternus Clean Energy (ALCE) report?

Chief Legal Officer Taliesin Durant resigned on August 31, 2026, effective September 11, 2026. She had served in the role since December 22, 2023 and will be available on an as-needed basis to assist with transition.

Did ALCE report any disagreement related to the Chief Legal Officer’s resignation?

The company stated that Chief Legal Officer Taliesin Durant advised that her decision to step down was not based on any disagreement with the company on matters relating to its operations, policies, or practices.

Is Alternus Clean Energy (ALCE) still the legal name of the company?

The current registrant name is Aedis Energy Inc., with Alternus Clean Energy, Inc. listed as the former name. The filing identifies Aedis Energy Inc. as a Delaware corporation with common stock trading under symbol ALCED on the OTC Market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/04/2026 - 04:31 PM Accepted by SEC EDGAR 09/04/2026 - 04:30 PM Learn about SEC filing dates

false 0001883984 0001883984 2026-08-31 2026-08-31

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 31, 2026

AEDIS 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)

Alternus Clean Energy, Inc.

(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
Common Stock, par value $0.0001 per share		ALCED		The OTC Market

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 3.02 Unregistered Sales of Equity Securities.

On September 1, 2026, Aedis Energy Inc., a Delaware corporation (the “Company”), issued an aggregate of 4,000 shares of restricted common stock to the Company’s Board of Directors (the “Board”) as compensation for past service on the Company’s Board and its Committees, as applicable, in the amounts as follows: 1,000 shares each to VestCo I Corp (owned and controlled by Vincent Browne) and John Thomas; 500 shares each to Rolf Wikborg, Tone Bjornov, Mighty Sky LLC (owned and controlled by Aaron Ratner) and Nicholas Parker.

The offer, sale and issuance of the shares of restricted common stock were made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder. Each of the recipients represented that it is an “accredited investor” as defined in Rule 501(a) of Regulation D. No general solicitation or advertising was used in connection with the offer or sale of the shares.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Chief Legal Officer

On August 31, 2026, Taliesin Durant, the Company’s Chief Legal Officer, resigned, effective September 11, 2026. Ms. Durant had served as the Company’s Chief Legal Officer since December 22, 2023. After September 11, 2026, Ms. Durant will be available to the Company on an as needed basis to provide further transitional assistance.

Ms. Durant has advised the Company that her decision to step down from the role of Chief Legal Officer was not based on any disagreement with the Company on any matter relating to its operations, policies or practices.

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: September 4, 2026	AEDIS ENERGY INC.
	By:	/s/ Vincent Browne
	Name:	Vincent Browne
	Title:	Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board of Directors

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB