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2026-09-28
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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): September 28, 2026
T1 Energy Inc.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
001-41903 |
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93-3205861 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
1211 E 4th St.
Austin, Texas 78702
(Address of principal executive offices) (Zip Code)
|
| |
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409-599-5706
(Registrant’s telephone number, including
area code) |
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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 |
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. |
Note Purchase Agreement
On September 28, 2026, T1 Energy Inc. (the “Company”)
entered into a note purchase agreement (the “Note Purchase Agreement”) with a qualified institutional buyer that is an existing
shareholder of the Company and new convertible notes investor (the “Purchaser”) for the sale of an additional $50.0 million
in aggregate principal amount of the Company’s 4.75% Convertible Senior notes due 2031 (the “Convertible Notes”). The
closing of the private placement is expected to occur on September 30, 2026 (such date, the “Closing Date”), subject to customary
closing conditions.
The gross proceeds from the sale of the additional
Convertible Notes are expected to be approximately $50.4 million (which is equal to the principal amount of the Convertible Notes
plus accrued interest from July 31, 2026, the date on which the Existing Notes (as defined below) were originally issued), prior to deducting
fees and expenses. The Company expects to use the net proceeds from the private placement for (i) construction and development of
infrastructure and purchase of production line equipment relating to Phase 1 of its G2_Austin solar cell fab (“G2_Austin”)
and (ii) general corporate purposes. The net proceeds of the private placement are intended as a bridge to a comprehensive financing solution,
which includes a significant debt component, to fund the remaining capital expenditures for Phase 1 of G2_Austin that the Company continues
to target.
Subject to certain limitations, the Note
Purchase Agreement provides the Purchaser with certain registration rights for the shares of the Company’s common stock
issuable upon conversion of the Convertible Notes. The Note Purchase Agreement requires the Company to prepare and file a new
registration statement, or a prospectus supplement to the prospectus that forms a part of an existing registration statement, with
the U.S. Securities and Exchange Commission (the “SEC”) as soon as reasonably practicable but in no event later than 30
calendar days following the Closing Date to register the resale of the shares underlying the Convertible Notes.
The Note Purchase Agreement otherwise contains
representations and warranties, covenants and other terms customary for an offering of this type.
The above description of the Note Purchase Agreement
is a summary and is not complete. A copy of the form of Note Purchase Agreement is filed herewith as Exhibit 10.1 to this Current Report
on Form 8-K, and is incorporated herein by reference, and the above summary is qualified by reference to the terms of the Note Purchase
Agreement set forth in such exhibit.
Convertible Notes
The Convertible Notes are an additional issuance
of the 4.75% Convertible Senior Notes due 2031 that the Company issued on July 31, 2026 in an aggregate principal amount of $120.0 million
(the “Existing Notes”). The Convertible Notes will be issued pursuant to the Indenture, dated as of July 31, 2026 (the “Indenture”),
between the Company and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) pursuant
to which the Existing Notes were previously issued. The Convertible Notes will be treated as a single series with the Existing Notes under
the Indenture and will have the same terms as the Existing Notes. The Convertible Notes will have the same CUSIP number and will be fungible
with the Existing Notes. Upon the issuance of the Convertible Notes, the outstanding aggregate principal amount of the Company’s
4.75% Convertible Senior Notes due 2031 will be $170.0 million.
The Convertible Notes are the senior unsecured
obligations of the Company and bear interest at a rate of 4.75% per annum from and including the original issuance date of the Existing
Notes, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027. The Convertible Notes
will mature on August 1, 2031, unless earlier repurchased, redeemed or converted.
Before May 1, 2031, holders may convert their
Convertible Notes at their option only in certain circumstances. At any time from, and including, May 1, 2031 until the close of business
on the business day immediately preceding the maturity date, the Convertible Notes will be convertible at the option of the holders. The
Company will settle conversions by paying and/or delivering, as applicable, cash, shares of its common stock, or a combination of cash
and shares of its common stock, at the Company’s election. The initial conversion rate is 224.0143 shares of the Company’s
common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately
$4.46 per share of common stock. If a “make-whole fundamental change” (as defined in the Indenture) occurs, or if the Company
calls a holder’s Convertible Notes for redemption, then the Company will in certain circumstances increase the conversion rate for
a specified period of time for holders who convert their Convertible Notes in connection with that make-whole fundamental change, or who
convert their Convertible Notes that are called for such redemption.
The Convertible Notes will not be redeemable prior
to August 6, 2029. The Convertible Notes will be redeemable, in whole or in part (subject to certain limitations), at the Company’s
option at any time, and from time to time, on or after August 6, 2029 and prior to the 41st scheduled trading day immediately before the
maturity date, at a cash redemption price equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid
interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common
stock equals or exceeds 130% of the conversion price for the Convertible Notes on (1) each of at least 20 trading days, whether or not
consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company
sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice.
If a “fundamental change” (as defined
in the Indenture) occurs, then, subject to certain exceptions, holders may require the Company to repurchase their Convertible Notes at
a cash repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if
any, to, but excluding, the fundamental change repurchase date.
The Convertible Notes are governed by customary
terms and covenants, including that upon certain events of default, including cross-acceleration to certain other indebtedness of the
Company and certain of its subsidiaries, either the Trustee or the holders of not less than 25% in aggregate principal amount of the 4.75% Convertible Senior Notes due 2031 then outstanding may declare the principal amount of the Convertible Notes and accrued and unpaid interest, if any, thereon immediately
due and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating to the Company, the principal amount
of the Convertible Notes and accrued and unpaid interest, if any, thereon will automatically become and be immediately due and payable.
The above description of the Indenture and the
Convertible Notes is a summary and is not complete. The Indenture and the form of note representing the Convertible Notes are incorporated
by reference as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference,
and the above summary is qualified by reference to the terms of the Indenture and the Convertible Notes set forth in such exhibits.
| Item 2.03. | Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement. |
The disclosure set forth in Item 1.01 above is
incorporated by reference into this Item 2.03.
| Item 3.02. | Unregistered Sale of Securities. |
The Convertible Notes are being sold to the Purchaser
in a private placement pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”) provided by Section 4(a)(2) of the Securities Act. The Company is relying on this exemption from registration based in
part on representations made by the Purchaser in the Note Purchase Agreement.
To the extent that any shares of the Company’s
common stock are issued upon conversion of the Convertible Notes, they will be issued in transactions anticipated to be exempt from registration
under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection
with conversion of the Convertible Notes and any resulting issuance of shares of common stock. Initially, a maximum of 13,440,860 shares
of the Company’s common stock may be issued upon conversion of the Convertible Notes based on the initial maximum conversion rate
of 268.8172 shares of common stock per $1,000 principal amount of Convertible Notes, which is subject to customary anti-dilution adjustment
provisions.
The information related to the issuance of the
Convertible Notes set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Cautionary Statement Concerning Forward-Looking
Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report
on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation,
statements with respect to the anticipated use of proceeds from the offering, the expected timing for the closing of the offering and
the Company’s target to finance the remaining balance of its capital expenditures relating to Phase 1 of G_2 Austin. These statements
are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual
future events, results, or achievements to be materially different from the Company’s expectations and projections expressed or
implied by the forward-looking statements. Important factors include, but are not limited to, those discussed under the caption “Risk
Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31,
2026, as amended and supplemented by Amendment No. 1 on Form 10-K/A filed with the SEC on April 30, 2026, and in the Company’s other
filings with the SEC, including risks related to: (1) the Company’s ability to (i) construct and equip manufacturing facilities
in a timely and cost-effective manner; (ii) target and retain customers and suppliers; (iii) attract and retain key employees and qualified
personnel; (iv) protect its intellectual property; (v) comply with legal and environmental regulations; (vi) compete in international
markets in light of export and import controls; (vii) incur substantially more debt; (viii) remediate the material weakness in the Company’s
internal control over financial reporting or otherwise maintain effective internal control over financial reporting, (ix) qualify for
the advanced manufacturing production credit under Section 45X of the Internal Revenue Code of 1986, as amended, and (x) rely on third-party
warranties; (2) the Company’s ability to secure a comprehensive financing solution to fund the remaining capital expenditure for
G2_Austin Phase 1 on favorable terms, or at all, and the timing of such financing; (3) the concentration of the Company’s operations
in Texas and its dependence on a limited number of suppliers; (4) changes adversely affecting the flow of components and materials from
international vendors, the costs of raw materials, components, equipment, and machinery; (5) general economic and geopolitical conditions,
(6) changes in applicable laws or regulations, including environmental, export control and tax laws and incentives and renewable energy
targets, as well as international trade policies, including tariffs, on the Company’s products and competitive position; (7) the
outcome of any legal proceedings relating to the Company’s products and services, including intellectual property or product liability
claims, commercial or contractual disputes, warranty claims, and other proceedings; and (8) the capital-intensive nature of the Company’s
business and its ability to raise additional capital on attractive terms or service its debt. The above referenced filings are available
on the SEC’s website at www.sec.gov. Forward-looking statements speak only as of the date of this Current Report on Form 8-K and
are based on information available to the Company as of the date of this Current Report on Form 8-K, and the Company assumes no obligation
to update such forward-looking statements, all of which are expressly qualified by the statements in this section, whether as a result
of new information, future events or otherwise, except as required by law.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibit
No. |
|
Description |
| 4.1 |
|
Indenture, dated as of July 31, 2026, between T1 Energy Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on July 31, 2026). |
| 4.2 |
|
Form of 4.75% Convertible Senior Note due 2031 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed with the SEC on July 31, 2026). |
| 10.1 |
|
Form of Note Purchase Agreement.* |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL Document). |
| * | Certain schedules and exhibits have been omitted pursuant to
Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon
request. |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
T1 ENERGY INC. |
| |
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|
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/s/ Evan Calio |
|
Name: |
Evan Calio |
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Title: |
Chief Financial Officer |
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|
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| Date: September 29, 2026 |
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