Fusion Fuel Green PLC (NASDAQ: HTOO) plans up to $6.6M ATM share sales

Rhea-AI Filing Summary

Fusion Fuel Green PLC describes a prospectus supplement for Class A ordinary share sales under its At The Market Offering Agreement with H.C. Wainwright, providing for a maximum aggregate offering price of $6,619,798. The company is not obligated to sell additional shares and either party may suspend or terminate the arrangement.

To date it has sold 256,597 Class A shares for approximately $2,808,808 before fees under this agreement and earlier shelf materials. Wainwright earns a 3.0% cash commission on gross proceeds and is reimbursed up to $60,000 of initial legal fees and $5,000 per due diligence update session.

Filing Explained

Additional dilution is contingent: the filing records no sales after December 12, 2025, despite retaining a maximum offering amount of $6,619,798.

This Form 6-K, an interim report used by a foreign private issuer to furnish material home-market information, reports that the July 29 prospectus supplement covers an ATM offering of Class A ordinary shares with a maximum aggregate offering price of $6,619,798; the company is not committed to sell that amount, and any shares sold would increase share count and reduce existing holders’ percentage ownership absent offsetting changes.

The arrangement permits gradual sales through Wainwright as agent or principal, but either side may suspend it; the company may terminate on 10 business days’ notice and Wainwright may terminate at any time.

The company reports completed sales of 256,597 shares for approximately $2,808,808 before fees and expenses, and no sales under this agreement on or after December 12, 2025.

The prior registration statement’s unsold securities were deemed terminated when the current registration statement became effective on December 12, 2025, so the stated maximum is present offering capacity rather than evidence of additional shares already sold.

Key Figures

ATM capacity: $6,619,798 Shares sold under Offering Agreement: 256,597 shares Gross proceeds to date: approximately $2,808,808 +5 more

8 metrics

ATM capacity $6,619,798 Maximum aggregate offering price of Class A Ordinary Shares under Offering Agreement

Shares sold under Offering Agreement 256,597 shares Class A Ordinary Shares sold pursuant to the Offering Agreement as of report date

Gross proceeds to date approximately $2,808,808 Aggregate gross proceeds from 256,597 shares sold under the Offering Agreement, before fees

Sales commission rate 3.0% Cash commission on gross proceeds payable to H.C. Wainwright for each sale

Initial legal fee cap $60,000 Maximum reimbursement for Wainwright’s legal counsel entering the transactions

Due diligence fee cap $5,000 Reimbursement cap per due diligence update session for Wainwright’s legal counsel

Prior ATM gross proceeds approximately $10.2 million Aggregate gross proceeds from Class A share sales under the Prior ATM Agreement

Prior ATM commissions approximately $0.3 million Commissions paid in connection with sales under the Prior ATM Agreement

Key Terms

At The Market Offering Agreement, shelf Registration Statement, Rule 415(a)(6), prospectus supplement, +2 more

6 terms

At The Market Offering Agreement regulatory

"entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC"

An at-the-market offering agreement is a contract that lets a company sell newly issued shares directly into the open market through a broker, at whatever price the stock is trading at that moment. For investors this matters because it can increase the number of shares available (which may dilute existing ownership) while providing a flexible, often faster way for the company to raise cash without fixing a price, similar to a vendor selling small batches at current market stalls rather than setting a single fixed price.

shelf Registration Statement regulatory

"made sales under the Offering Agreement, all of which were registered pursuant to a “shelf” Registration Statement"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Rule 415(a)(6) regulatory

"Pursuant to Rule 415(a)(6) under the Securities Act, the offering of the unsold securities"

prospectus supplement regulatory

"filed a prospectus supplement with respect to the prospectus contained in the Registration Statement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Form F-3 regulatory

"filed a “shelf” Registration Statement on Form F-3, which was declared effective"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

Form S-8 regulatory

"incorporated by reference into the Company’s registration statements on Form F-3 and Form S-8"

A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.

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FAQ

What ATM capacity did Fusion Fuel Green PLC (HTOO) outline with H.C. Wainwright?

Fusion Fuel Green PLC can sell Class A ordinary shares under its ATM agreement for a maximum aggregate offering price of $6,619,798. This capacity is covered by a new prospectus supplement linked to the company’s effective Form F-3 shelf registration statement.

How many shares has Fusion Fuel Green PLC (HTOO) sold so far under the Wainwright ATM?

The company has sold 256,597 Class A ordinary shares for aggregate gross proceeds of approximately $2,808,808 before fees and expenses. These sales were made pursuant to the At The Market Offering Agreement and earlier shelf registration and prospectus materials.

What fees does Fusion Fuel Green PLC (HTOO) pay H.C. Wainwright under the ATM agreement?

Fusion Fuel Green pays Wainwright a 3.0% cash commission on the gross proceeds from each share sale. It will also reimburse up to $60,000 of initial legal fees and up to $5,000 per due diligence update session incurred by Wainwright’s legal counsel.

Is Fusion Fuel Green PLC (HTOO) required to sell shares under the ATM program?

The company is not obligated to make any new sales of Class A ordinary shares under the ATM agreement. Both Fusion Fuel Green and H.C. Wainwright may suspend offerings, and the company or Wainwright can terminate the agreement subject to stated notice provisions.

What did Fusion Fuel Green PLC (HTOO) previously raise under its prior ATM agreement?

Under a prior At Market Issuance Sales Agreement, the company sold Class A ordinary shares for aggregate gross proceeds of approximately $10.2 million. It paid about $0.3 million in commissions before terminating that earlier ATM arrangement in May 2024.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of: July, 2026.

Commission File Number: 001-39789

Fusion Fuel Green PLC
(Translation of registrant’s name into English)

9 Pembroke Street Upper

Dublin D02 KR83

Ireland
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

As previously disclosed in a Report on Form 6-K furnished with the U.S. Securities and Exchange Commission (the “SEC”) on May 16, 2025 by Fusion Fuel Green PLC, an Irish public limited company (the “Company”), on May 16, 2025, the Company entered into an At The Market Offering Agreement (the “Offering Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”). Pursuant to the Offering Agreement, the Company may offer and sell, from time to time, Class A ordinary shares with a nominal value of $0.0035 each (“Class A Ordinary Shares”) through or to Wainwright as the Company’s sales agent or as principal, subject to the terms and conditions set forth in the Offering Agreement. As of the date of this Report on Form 6-K, the Company had sold 256,597 Class A Ordinary Shares for approximately $2,808,808 of Class A Ordinary Shares pursuant to the Offering Agreement, before fees and expenses.

Prior to December 12, 2025, the Company made sales under the Offering Agreement, all of which were registered pursuant to a “shelf” Registration Statement on Form F-3, which was declared effective by the SEC on May 13, 2022 (File No. 333-264714) (the “Prior Registration Statement”), the prospectus contained in the Registration Statement (the “Prior Prospectus”), and the prospectus supplements filed on May 16, 2025 and July 28, 2025 (the “Prior Prospectus Supplements”) with respect to the Prior Prospectus pursuant to Rule 424(b) under the U.S. Securities Act of 1933, as amended (the “Securities Act”). No sales under the Offering Agreement occurred on or after December 12, 2025.

On May 13, 2025, the Company filed a “shelf” Registration Statement on Form F-3, which was declared effective by the SEC on December 12, 2025 (the “Registration Statement”). Pursuant to Rule 415(a)(6) under the Securities Act, the offering of the unsold securities under the Prior Registration Statement was deemed terminated as of the date of effectiveness of the Registration Statement. On July 29, 2026, the Company filed a prospectus supplement with respect to the prospectus contained in the Registration Statement pursuant to Rule 424(b) under the Securities Act relating to the offer and sale of Class A Ordinary Shares under the Offering Agreement having a maximum aggregate offering price of $6,619,798 (the “Prospectus Supplement”). The Company is not obligated to make any new sales of Class A Ordinary Shares under the Offering Agreement and no assurance can be given that the Company will sell any additional Class A Ordinary Shares under the Offering Agreement, or, if the Company does, as to the price or amount of Class A Ordinary Shares that the Company will sell, or the dates on which any such sales will take place.

The Company or Wainwright may suspend the offering of Class A Ordinary Shares under the Offering Agreement. The Company may terminate the Offering Agreement at any time upon ten business days’ prior notice. Wainwright may terminate the Offering Agreement at any time.

The Company will pay Wainwright a cash commission equal to 3.0% of the gross proceeds from each sale of shares sold pursuant to the Offering Agreement, and will reimburse Wainwright for certain specified expenses, including the documented fees and costs of its legal counsel reasonably incurred in connection with entering into the transactions contemplated by the Offering Agreement in an amount up to $60,000 and up to $5,000 per due diligence update session.

The Company made certain customary representations, warranties and covenants in the Offering Agreement. In addition, the Company has agreed to indemnify Wainwright against certain liabilities, including liabilities under the Securities Act.

As previously disclosed, the Company was party to an At Market Issuance Sales Agreement, dated as of June 6, 2022, between the Company and B. Riley Securities, Inc., Fearnley Securities Inc., and Wainwright, as the sales agents (the “Prior ATM Agreement”). Pursuant to the Prior ATM Agreement, the Company offered and sold Class A Ordinary Shares for aggregate gross proceeds of approximately $10.2 million and paid approximately $0.3 million in commissions in connection with these sales. On June 30, 2023, B. Riley and the Company agreed to terminate the Prior ATM Agreement with respect to B. Riley. On May 6, 2024, the Company terminated the Prior ATM Agreement by giving notice of termination, effective May 11, 2024.

The Offering Agreement is filed as Exhibit 10.1 to this Report on Form 6-K, and the description above is qualified in its entirety by reference to the full text of such exhibit. A copy of a legal opinion as to the legality of the $6,619,798 of Class A Ordinary Shares issuable under the Offering Agreement and covered by the Prospectus Supplement is filed as Exhibit 5.1 attached hereto.

This Report on Form 6-K is incorporated by reference into the Company’s registration statements on Form F-3 (File 333-287226, 333-289429, 333-286198, 333-286202, 333-251990, 333-276880, 333-293286, and 333-294414) and Form S-8 (File Nos. 333-258543 and 333-291732) and the prospectuses thereof and any prospectus supplements or amendments thereto.

Exhibit No.		Description
5.1		Opinion of Arthur Cox LLP
10.1		At The Market Offering Agreement, dated as of May 16, 2025, between Fusion Fuel Green PLC and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 10.1 to the Report on Form 6-K filed on May 16, 2025)
23.1		Opinion of Arthur Cox LLP (included in Exhibit 5.1)

SIGNATURE

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, thereunto duly authorized.

	Fusion Fuel Green PLC
	(Registrant)
Date: July 29, 2026	/s/ Frederico Figueira de Chaves
	Frederico Figueira de Chaves
	Chief Executive Officer and Interim Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-5.1 EX-5.1 112.6 KB
• EX-5 GRAPHIC 26.1 KB
• EX-5 GRAPHIC 9.5 KB