false
--12-31
0001992243
0001992243
2025-10-31
2025-10-31
0001992243
TE:CommonStock0.01ParValueMember
2025-10-31
2025-10-31
0001992243
TE:WarrantsEachWholeWarrantExercisableForOneCommonStockAtExercisePriceFor11.50PerShareMember
2025-10-31
2025-10-31
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):
October 31, 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 31, 2025, T1 Energy Inc., a Delaware
corporation (the “Company”) entered into an Amended and Restated Stock Purchase Agreement (the “Stock Purchase Agreement”) with certain
purchasers (the “Purchasers”). Pursuant to the terms and subject to the conditions of the Stock Purchase Agreement, in partial
consideration for the redemption and cancellation of all then-issued and outstanding shares of the Company’s Convertible Series
A Preferred Stock, par value $0.01 per share, the Purchasers agreed to purchase (i) 21,504,901 shares of the Company’s common stock,
par value $0.01 per share (the “Common Stock”) and (ii) 1,600,000 shares of the Company’s Series B Convertible Non-Voting
Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”). The Amended and Restated Stock Purchase Agreement amends and restates
the Preferred Stock Purchase Agreement by and between the Company and the purchasers thereto, dated as of November 6, 2024, as amended
on March 21, 2025, April 29, 2025 and August 13, 2025.
The Purchasers also agreed to purchase 5,000,000
shares of the Company’s Series B-1 Convertible Non-Voting Preferred Stock, par value $0.01 per share (the “Series B-1 Preferred
Stock” and together with the Series B Preferred Stock, the “Preferred Stock”), at a price of $10.00 per share of Series
B-1 Preferred Stock, for aggregate gross proceeds to the Company of $50 million. The Stock 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
closing of the transactions contemplated under the Stock Purchase Agreement is subject to certain customary closing conditions set forth
in the Stock Purchase Agreement.
The Company intends to use the net proceeds from
the issuance of the Series B-1 Preferred Stock for (i) working capital, (ii) strategic investments and partnership development, (iii) advancement
of energy technology and infrastructure projects, and (iv) general corporate purposes.
The shares of Common Stock and Preferred Stock,
as well as the shares of Common Stock issuable upon conversion of the Preferred Stock (the “Underlying Shares”), are being issued 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 copy of the Stock Purchase Agreement is attached
hereto as Exhibit 10.1. The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in
its entirety by reference to the full text of the Stock Purchase Agreement.
In connection with the issuance of Common Stock,
the Preferred Stock and the Underlying Shares described herein, the Company is filing, as Exhibit 5.1 hereto, the opinion of Skadden,
Arps, Slate, Meagher & Flom (UK) LLP, counsel to the Company.
Item 5.03. Amendments to Articles of Incorporations
or Bylaws; Change in Fiscal Year
On October 31, 2025, the Company filed Certificates
of Designations of the Series B and Series B-1 Preferred Stock (collectively, the “Certificates of Designations”) with the
Secretary of State of the State of Delaware. The Certificates of Designations fix the designations, preferences, limitations and relative
rights of the Company’s Series B and Series B-1 Preferred Stock. The Series B and Series B-1 Preferred Stock each have a liquidation
preference of $10.00 per share plus accrued but unpaid dividends.
Copies of the Certificates of Designations are attached hereto as Exhibits
4.1 and 4.2. The foregoing description of the Certificates of Designations does not purport to be complete and is qualified in its entirety
by reference to the full text of the Certificates of Designations.
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 issuance of Series B-1 Preferred Stock and the closing of the
transactions contemplated under the Stock Purchase Agreement. 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 |
| 4.1 |
|
Certificate of Designations of Series B Convertible Non-Voting Preferred Stock of T1 Energy Inc. |
| 4.2 |
|
Certificate of Designations of Series B-1 Convertible Non-Voting Preferred Stock of T1 Energy Inc. |
| 5.1 |
|
Opinion of Skadden, Arps, Slate, Meagher & Flom (UK) LLP |
| 10.1 |
|
Amended and Restated Stock Purchase Agreement by and between T1 Energy Inc. and the purchasers thereto, dated as of October 31, 2025*/++ |
| 23.1 |
|
Consent of Skadden, Arps, Slate, Meagher & Flom (UK) LLP (included in Exhibit 5.1) |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules and exhibits omitted pursuant to Item 601(a)(5)
of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission
upon request. The Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended,
for any schedules or exhibits so furnished. |
| ++ | Certain portions of this exhibit (indicated by “[***]”)
have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is not material and is the type of information that the
registrant treats as private or confidential. |
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 31, 2025 |
3
