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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. reports Q3 2025 results showing a business still under significant financial strain but reshaped by a major joint venture. The company generated no revenue from continuing operations and recorded a Q3 net loss of $9.7M, with a nine‑month loss of $4.7M. Total assets jumped to $57.5M as of September 30, 2025, driven by newly recognized intangibles and goodwill from the EverOn Energy joint venture, while total liabilities were $34.9M and total shareholders’ equity was $22.6M, including $20.4M of noncontrolling interest. Despite this, the company had only $39K of cash, recurring operating losses, and heavy use of convertible and OID notes, leading management to conclude there is substantial doubt about its ability to continue as a going concern. During 2025 the company was delisted from Nasdaq due to listing rule noncompliance, and its common stock now trades on the OTC market.
Alternus Clean Energy, Inc. entered into a private placement on March 27, 2026, selling 2,150 shares of Series D Convertible Preferred Stock for aggregate gross proceeds of $1,000,000 to an accredited investor. The company plans to use the cash for working capital and general corporate purposes.
The investor also received a one-year put option allowing it to require repurchase of up to 1,150 Series D shares at $1,000 per share after the company raises at least $8 million in new equity. On March 31, 2026, the company further issued 7,583 Series D and 684 Series E Convertible Preferred shares in full repayment of about $8.267 million of promissory note debt. New Series D and Series E designations authorize up to 20,000 shares each, with a stated value of $1,000 per share and initial conversion price of $0.10 per common share, subject to anti-dilution adjustments, ownership caps and, for Series E, piggyback registration rights.
Alternus Clean Energy, Inc. entered into subscription agreements for a private placement of unsecured 20% original issue discount secured promissory notes with an aggregate principal amount of $1,250,000, generating $1,000,000 in gross proceeds. A wholly owned subsidiary pledged 100% of its membership interests as collateral.
The notes have no interest, mature in six months or upon a capital raise of at least $5,000,000, and include standard events of default. Investors also received 2,625 shares of new Series C Convertible Preferred Stock, while existing creditors accepted 3,150 Series C shares in full repayment of about $3,950,000 of obligations.
The Board created a new Series C class with 12,000 shares authorized and 5,775 issued, each valued at $1,000 and convertible into common stock at $0.10 per share after one year, subject to anti-dilution, a 19.99% beneficial ownership cap, volume limits on monthly sales, full voting rights on an as-converted basis, no dividends, and pari passu liquidation rights with common stock. Net proceeds are earmarked for working capital and general corporate purposes.
Alternus Clean Energy, Inc. reported that David Farrell resigned as Chief Commercial Officer, effective immediately on February 13, 2026. The company stated that Mr. Farrell’s decision was not based on any disagreement with Alternus regarding its operations, policies, or practices.
Alternus Clean Energy, Inc. obtained written consent from holders of approximately 99.9% of its voting power to amend its certificate of incorporation and increase authorized common stock from 600,000,000 to 2,000,000,000 shares. No stockholder meeting will be held and no proxies are being solicited.
The company states the additional authorized shares are intended to provide flexibility for future equity financings and potential acquisitions. Current stockholders will not be diluted immediately, but their ownership and voting percentages may decrease if new shares are issued, particularly if priced below prior purchase levels.
The information statement notes that the added authorized shares could also be used in ways that may discourage or make more difficult a change of control, including issuances that increase the voting power of friendly holders. Stockholders do not have appraisal or dissenters’ rights in connection with this share increase.
Alternus Clean Energy, Inc. has filed a Form 12b-25 to notify a late filing of its Quarterly Report on Form 10-Q for the period ended September 30, 2025. The company states it cannot file the report on time without unreasonable effort or expense and needs more time to complete the final review of its financial statements and other disclosures. Alternus Clean Energy indicates it is working diligently and anticipates filing the Form 10-Q within five calendar days following the prescribed due date in accordance with Rule 12b-25(b).
Alternus Clean Energy filed its Q2 2025 10‑Q, reporting net income of $5,234 (in thousands), driven mainly by an $11,924 gain on sale of subsidiaries and a $162 fair value gain on warrants. Operating revenue was $0, while selling, general and administrative expenses were $3,689 (in thousands). Other expenses totaled $(3,001) (in thousands), including interest expense of $(1,250) and fair value movement of convertible debt of $(882) (in thousands).
The balance sheet remains constrained: cash and cash equivalents were $10 (in thousands), total assets were $4,806, and total current liabilities were $25,942 (in thousands). Shareholders’ deficit stood at $(21,136) (in thousands). Net cash used in operating activities for the six months was $(1,848) (in thousands). Debt was $10,707 (in thousands), all classified as current.
Management disclosed substantial doubt about going concern due to recurring losses, limited cash, and debt maturities. The company received a Nasdaq delisting determination effective February 12, 2025; its common stock now trades on the OTCQB. Legal matters include an arbitration award of $5,700 (in thousands) to Sunrise and a Delaware court summary judgment of approximately $1,500 (in thousands) plus interest and fees to SPAC Sponsor Capital Access, which the company is assessing and discussing further.