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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):
October 23, 2025
T1 Energy Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
333-274434 |
|
93-3205861 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1211 E 4th St.
Austin, Texas 78702
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: 409-599-5706
(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:
| ☐ |
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:
|
Title of each
class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.01 par value |
|
TE |
|
The New York Stock Exchange |
| Warrants, each whole warrant exercisable for one Common Stock at an exercise price for $11.50 per share |
|
TE WS |
|
The New York Stock Exchange |
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 1.01. Entry Into a Material Definitive Agreement
On October 23, 2025, T1 Energy Inc., a Delaware
corporation (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”)
with certain purchasers (the “Purchasers”) for the sale of an aggregate of $72 million of shares of common stock of the Company,
par value $0.01 per share (the “Common Stock” and, such investment, the “Investment”). The closing of the Investment
is subject to certain customary closing conditions set forth in the Securities Purchase Agreement.
Pursuant to the terms and subject to the conditions
of the Securities Purchase Agreement, the Purchasers have agreed to purchase an aggregate of 22,153,850 shares of Common Stock at the
subscription price of $3.25 per share of Common Stock, for aggregate gross proceeds to the Company of $72 million. The Securities
Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification
rights and obligations of the parties.
The Company intends to use the net proceeds from
the Investment for (i) working capital, (ii) strategic investments and partnership development and (iii) advancement of energy technology
and infrastructure projects.
The shares of Common Stock offered pursuant to
the Investment are being offered in a registered direct offering effected pursuant to the Company’s existing effective shelf registration
statement on Form S-3 (Reg. No. 333-290198) on file with the U.S. Securities and Exchange Commission.
A.G.P./Alliance Global Partners (the “Placement
Agent”) is acting as the sole placement agent for the Investment pursuant to a Placement Agency Agreement between the Company and
the Placement Agent (the “Placement Agency Agreement”). The Placement Agency Agreement contains customary representations
and warranties and agreements of the Company and the Placement Agent and customary indemnification rights and obligations of the parties.
A copy of each of the form of the Securities Purchase
Agreement and the Placement Agency Agreement is attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively. The foregoing descriptions
of the form of Securities Purchase Agreement and the Placement Agency Agreement do not purport to be complete and are qualified in their
entirety by reference to the full text of each of the form of Securities Purchase Agreement and the Placement Agency Agreement.
Item 8.01 Other Events
On October 23, 2025, the Company issued a press
release regarding the Investment.
A copy of the press release is attached hereto
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The press release is being furnished pursuant
to Item 8.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated
by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking
statements include, among other things, statements with respect to the anticipated use of proceeds from the offering and the closing
of the offering. Forward-looking statements include statements that are not historical facts and can be identified by terms
such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,”
“will,” “would” or similar expressions and the negatives of those terms. Our actual results and the timing of
events could materially differ from those anticipated in such forward-looking statements as a result of certain risks and uncertainties
including those described in more detail in the Company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q
and other documents on file with the SEC, as well as the risk of the possibility of further material delays in the Company’s financial
reporting. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this filing,
except as required by applicable law or regulation.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Securities Purchase Agreement, dated October 23, 2025 |
| 10.2 |
|
Placement
Agency Agreement, dated October 23, 2025 |
| 99.1 |
|
Press Release, dated October 23, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
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, hereunto
duly authorized.
| |
T1 Energy Inc. |
| |
|
|
| |
By: |
/s/ Joseph Evan Calio |
| |
|
Name: |
Joseph Evan Calio |
| |
|
Title: |
Chief Financial Officer |
| |
|
|
|
| |
|
Dated: October 23, 2025 |
