Alternus Clean Energy, Inc. Enters Material Definitive Agreement and Announces Unregistered Securities Issuance

Key Developments Investors Should Know

• Date of Report: March 3, 2026
• Company: Alternus Clean Energy, Inc. (“the Company”)
• Material Definitive Agreement: Subscription Agreements and Issuance of Secured Promissory Notes
• Issuance of Series C Convertible Preferred Stock to Settle Debt
• Potential Nasdaq Listing Application and S-1 Registration Statement
• Emerging Growth Company: Yes

Details of the Material Definitive Agreement

On March 3, 2026, Alternus Clean Energy, Inc. entered into Subscription Agreements with certain investors. The Company’s wholly-owned subsidiary, Alt Alliance LLC (“AltA”), is central to these transactions.

The Offering involves the issuance of Original Issue Discount Secured Promissory Notes (“the Notes”) to investors:

• Original Issue Discount: 20% (notes are issued at a discount to face value)
• Interest: No interest accrues on the Notes
• Maturity: The earlier of (i) six months from the issue date or (ii) when the Company raises \$5,000,000 or more in capital
• Security: Notes are secured by a first-priority pledge of 100% of the membership interests of AltA held by the Company

The proceeds from this Offering are intended for working capital and general corporate purposes.

The tranches of investment are structured as follows:

• First tranche upon submission of an application to list on the Nasdaq Stock Market and completion of a draft S-1 registration statement
• Final tranche upon completion of the Company’s 2025 audit

Issuance of Series C Convertible Preferred Stock

The Company has also settled debt with two existing accredited debt holders:

• Issued 2,750 shares of Series C Convertible Preferred Stock in full repayment and cancellation of \$2,750,000 of outstanding promissory notes
• Issued an additional 400 shares of Series C Convertible Preferred Stock as part of the settlement

Key Terms of Series C Convertible Preferred Stock

• Restriction on Sales: After the holder is able to convert the Series C shares and use an exemption under SEC Rule 144, monthly sales of common shares are limited to the average daily volume of the Company’s common stock in the prior month.
• Dividend Rights: Holders of Series C are not entitled to any dividends.
• Liquidation Preference: Series C holders will share liquidating distributions pari passu (equally) with common stockholders.

The Company will require holders to provide third-party brokerage reports on their sales and beneficial ownership. Non-compliance may result in the Company disregarding any conversion notices until proper documentation is provided.

Implications for Shareholders and Potential Price Impact

• Potential Nasdaq Listing: The Company’s submission for Nasdaq listing and filing of an S-1 registration statement could significantly increase visibility and liquidity, potentially impacting share valuation positively.
• Secured Promissory Notes: Issuing short-term, non-interest bearing, secured notes at a 20% discount may be viewed as dilutive or as a sign of urgent capital needs, which could pressure share prices if perceived negatively.
• Debt Conversion to Equity: The conversion of \$2.75 million of debt into Series C Preferred Stock reduces liabilities, improving the balance sheet, but also introduces a new class of convertible securities, which may eventually dilute existing shareholders upon conversion.
• Sales Restrictions: Monthly sales limitations for Series C holders may help prevent large block sales that could otherwise depress share prices.
• No Dividends on Series C: Series C holders will not receive dividends, which may make these shares less attractive to income-focused investors but could benefit common shareholders by preserving cash.
• Emerging Growth Company Status: The company is an emerging growth company under SEC regulations. This allows for certain reduced reporting and compliance obligations, which can lower costs but also reduce disclosure compared to larger, established firms.

Additional Noteworthy Information

• All transactions were made in reliance on Section 4(a)(2) and/or Rule 506 of the Securities Act, meaning the securities were not registered and were sold to accredited investors or non-U.S. persons.
• The Company’s shares and subsidiary interests are pledged as collateral, which increases risk for equity holders if the Company defaults.
• No voting rights for Note holders: The new Notes do not confer shareholder voting rights until conversion.
• Full details of the Note and Series C Certificate of Designation are available in the official filing exhibits.

Signatories

The report was signed by Vincent Browne, Chief Executive Officer, Interim Chief Financial Officer, and Chairman of the Board on March 9, 2026.

Disclaimer:
This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should conduct their own due diligence or consult with a financial advisor before making investment decisions. The information presented is based on publicly filed documents and may be subject to change or updates not reflected here.

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