false
--12-31
0001992243
0001992243
2025-12-03
2025-12-03
0001992243
TE:CommonStockParValue0.01PerShareMember
2025-12-03
2025-12-03
0001992243
TE:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member
2025-12-03
2025-12-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
December 3, 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
Not Applicable
(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, par value $0.01 per share |
|
TE |
|
The New York Stock Exchange |
| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 |
|
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) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§ 240.12b-2).
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 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
The Board of Directors (the
“Board”) of T1 Energy Inc. (the “Company”) approved the Company’s Third Amended and Restated Bylaws, which
were effective as of December 4, 2025 to reflect the removal of the “only for cause” qualification from the removal of directors
provision pursuant to Section 242 of the Delaware General Corporation Law (the “DGCL”) and as described further herein. Pursuant
to Section 242 of the DGCL, stockholder approval was not required to approve or effect the amendment.
A copy of the Third Amended
and Restated Bylaws is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 Submission of Matters
to a Vote of Security Holders.
The Company held its
special meeting of stockholders virtually on December 3, 2025 (the “Special Meeting”). The following matters were submitted
to a vote of the stockholders, the results of which were as follows:
Proposal 1 - The issuance
of 17,918,460 shares of common stock of the Company, par value $0.01 (the “Common Stock”), issuable pursuant to the conversion
of the Convertible Note Instrument (as defined in the Company’s Definitive Proxy Statement on Schedule 14A filed on October 24,
2025, as revised on November 19, 2025 (the “Proxy Statement”)).
| For |
|
Against |
|
Abstain |
| 95,868,693 |
|
1,999,964 |
|
575,030 |
Proposal 2 - To approve
an amendment to the Company’s Certificate of Incorporation, as amended and restated on February 19, 2025 (“Certificate of
Incorporation”), that will establish limits on the foreign ownership of the Company’s capital stock to facilitate compliance
with applicable U.S. tax laws.
| For |
|
Against |
|
Abstain |
| 91,913,773 |
|
398,362 |
|
148,497 |
Proposal 3 - To approve
an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Company
from 355,000,000 shares to 500,000,000 shares.
| For |
|
Against |
|
Abstain |
| 108,691,554 |
|
3,817,608 |
|
861,394 |
Proposal 4 - To approve
an amendment to the Company’s Certificate of Incorporation to remove the “only for cause” qualification from the removal
of directors provision.
| For |
|
Against |
|
Abstain |
| 91,001,992 |
|
1,103,056 |
|
355,584 |
Item 8.01 Other Events.
Certificate of Amendment
At the Special Meeting, the
Company’s stockholders voted to approve amendments to the Company’s Certificate of Incorporation (the “Amendments”)
to (i) establish limits on the foreign ownership of its capital stock to facilitate its compliance with applicable U.S. tax laws, (ii)
increase the number of authorized shares of Common Stock of the Company from 355,000,000 shares to 500,000,000 shares and (iii) remove
the “only for cause” qualification from the removal of directors provision.
Detailed descriptions of the
Amendments were set forth in Proposals 2, 3 and 4 in the Proxy Statement, which descriptions are incorporated herein by reference and
are qualified in their entirety by reference to the Certificate of Amendment to the Certificate of Incorporation (the “Certificate
of Amendment”), a copy of which is attached as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
The Board previously approved the Amendments, and they became effective at 12:01 a.m. Eastern Time on December 4, 2025, following the
filing of the Certificate of Amendment with the Delaware Secretary of State on December 3, 2025.
Business Update
The Company recently
signed a 2.0 GW, fixed-margin offtake contract for 2026 module deliveries, with 3.0 GW of total module sales contracted at fixed
margins for G1_Dallas in 2026.
U.S. Department of Justice Subpoenas and U.S.
Securities and Exchange Commission Voluntary Document Request
In November 2025, the Company
and a Company executive and Board member (the “Individual”) received grand jury subpoenas from the Department of Justice (“DOJ”),
which request the production of documents relating to the sale of the Company’s stock in the second half of 2023 on the account
of the Individual, who was a director of the Company at that time. Shortly thereafter, the Company received a voluntary document request
from the U.S. Securities and Exchange Commission (“SEC”) seeking similar information. The Company believes that the relevant
trades relate to stock that the Individual pledged as collateral against a personal loan, which was approved in accordance with the Company’s
insider trading policy. The Company is cooperating with both the DOJ and SEC, and it is not possible at this time to predict the duration,
outcome or impact of such matters.
Forward-Looking Statements
This Current Report on Form
8-K contains forward-looking statements that are based on the Company’s management’s beliefs and assumptions and on information
currently available to management. Forward-looking statements include, among other things, statements with respect to any contracted sales in 2026 and the duration, outcome or impact of any matters related to the DOJ and SEC. 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. The Company’s 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 |
| 3.1 |
|
Third Amended and Restated Bylaws, effective as of December 4, 2025. |
| 3.2 |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated December 3, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| |
T1 ENERGY INC. |
| |
|
| Date: December 5, 2025 |
By: |
/s/ Daniel Barcelo |
| |
Name: |
Daniel Barcelo |
| |
Title: |
Chief Executive Officer and Chairman of the Board |
