As filed with the Securities
and Exchange Commission on December 12, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENIE ENERGY LTD.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
45-2069276 |
| (State of Incorporation) |
|
(I.R.S. Employer
Identification No.) |
520 Broad Street
Newark, New Jersey 07102
(973) 438-3500
(Address of Principal Executive Offices, Including
Zip Code and Telephone Number)
Genie Energy Ltd. 2021 Stock Option and Incentive
Plan, as Amended and Restated
(Full Title of the Plan)
Michael Stein
Chief Executive Officer
Genie Energy Ltd.
520 Broad Street
Newark, New Jersey 07102
(973) 438-3500
(Name, Address, including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
Copies to:
Dov T. Schwell, Esq.
Schwell Wimpfheimer & Associates LLP
37 West 39th Street, Suite 505
New York, NY 10018
(646) 328-0795
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a small reporting company. See definitions of “large accelerated filer,”
“accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
☐ |
Accelerated filer |
þ |
|
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Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
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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 7(a)(2)(B) of the Securities Act. ☐
Explanatory Note
This Registration Statement is being filed by
Genie Energy Ltd. (the “Registrant”) to register 180,000 shares of its Class B common stock, $0.01 par value per share (the
“Class B Common Stock”), that were added to the Genie Energy Ltd. 2021 Stock Option and Incentive Plan, as amended and restated
(the “SOP”) to be available for issuance pursuant to grants made under the SOP.
PART I
SECTION 10(a) PROSPECTUS
The documents containing the
information specified in Part I of Form S-8 will be sent or given to participants in the SOP as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the “Securities Act”). Such documents need not be filed with the Commission, either as
part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These
documents and the documents incorporated by reference in the registration statement pursuant to Item 3 of Part II of this Form, taken
together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. See Securities Act Rule 428(a)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed
with the Securities and Exchange Commission (the “Commission”) by the Registrant, pursuant to the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration Statement:
(a) The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on March 14, 2024
(the 2024 Form 10-K”);
(b) The
Registrant’s Quarterly Reports on Form 10-Q (i) for the quarter ended March 31, 2024, filed with the Commission on May 9, 2024,
(ii) for the quarter ended June 30, 2024, filed with the Commission on August 8, 2024, and (iii) for the quarter ended September 30, 2024
filed with the Commission on November 7, 2024;
(c) The
Registrant’s Current Reports on Form 8-K filed with the Commission on January 26, 2024, February 8, 2024, March 11, 2024, March 13, 2024, May 8, 2024, May 9, 2024, August 6, 2024, November 6, 2024, November 19, 2024 and December 5, 2024; and
(d) The
description of the Class B Common Stock set forth in the Registrant’s Registration Statement filed on Form S-3, filed with the Commission
on February 5, 2018 including any amendment or report filed for the purpose of updating such information and contained in Exhibit 4.2 to the 2024 Form 10-K, including any amendment or report filed for the purpose of updating such information.
All documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated
or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the Class
B Common Stock have been passed on by the law firm of Schwell Wimpfheimer and Associates LLP (the “Firm”). A partner of the
Firm is the beneficial owner of an aggregate of 3,499 shares of Class B Common Stock.
Item 6. Indemnification of Directors and
Officers.
The Registrant’s Certificate
of Incorporation provides that, no director shall be personally liable to the Registrant or any of its stockholders for monetary damages
for any breach of fiduciary duty as a director, except for liability (i) for breach of the director’s duty of loyalty to the Registrant
or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) pursuant to Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit and
that any alteration, amendment or repeal of this section by the stockholders of the Registrant shall not adversely affect any right
or protection of a director of the Registrant existing at the time of such alteration, amendment or repeal with respect to acts or omissions
occurring prior to such alteration, amendment or repeal.
The Registrant’s By-Laws
provide that the Registrant shall indemnify and hold harmless, to the fullest extent permitted by the DGCL, any person against expenses
(including attorney’s fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with
any threatened, pending or completed legal proceedings in which such person is involved by reason of the fact that he is or was a director,
officer, employee or agent of the Registrant (or serving in any such capacity with another business organization at the request of the
Registrant); provided, however, that except as to actions to enforce indemnification rights, the Registrant shall indemnify such person
seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof)
was authorized by the Board of Directors of the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Item 9. Undertakings.
| (a) | The undersigned Registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement. |
provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) will not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
| (b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Form S-8 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Newark, State of New Jersey, on December 12, 2024.
| |
Genie Energy Ltd. |
| |
|
|
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By: |
/s/ Michael Stein |
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|
Michael Stein |
| |
|
Chief Executive Officer |
The undersigned directors
and officers hereby constitute and appoint Michael Stein, with full power to act and with full power of substitution and resubstitution,
our true and lawful attorney-in-fact with full power to execute in our name in the capacities indicated any and all amendments (including
post-effective amendments) to this Registration Statement and to sign any and all additional registration statements relating to the same
offering of securities as this Form S-8 that are filed pursuant to the requirements of the Securities Act of 1933, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and hereby ratify and
confirm that all such attorneys-in fact, or either of them, or their substitutes shall lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Form S-8 Registration Statement has been signed by the following persons in the capacities
indicated as of December 12, 2024.
| Signature |
|
Titles |
| |
|
|
| /s/
Michael Stein |
|
Chief Executive Officer |
| Michael Stein |
|
(Principal Executive Officer) |
| |
|
|
| /s/
Avi Goldin |
|
Chief Financial Officer |
| Avi Goldin |
|
(Principal Financial Officer
and Principal Accounting Officer) |
| |
|
|
| /s/
Howard S. Jonas |
|
Chairman of the Board |
| Howard S. Jonas |
|
|
| |
|
|
| /s/
Joyce Mason |
|
Director |
| Joyce Mason |
|
|
| |
|
|
| /s/
W. Wesley Perry |
|
Director |
| W. Wesley Perry |
|
|
| |
|
|
| /s/
Alan Rosenthal |
|
Director |
| Alan Rosenthal |
|
|
| |
|
|
| /s/
Allan Sass |
|
Director |
| Allan Sass |
|
|
EXHIBIT INDEX
II-4
Exhibit 5.1
December 12, 2024
Genie Energy Ltd.
520 Broad Street
Newark, NJ 07102
| |
Re: |
Genie Energy Ltd.—Registration Statement on Form S-8 |
Ladies and Gentlemen:
We are counsel to Genie Energy
Ltd. (the “Company”), and as such we have been asked to render the following opinion in connection with the registration statement
on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”
or the “Commission”) in connection with the registration under the Securities Act of 1933, as amended (the “Act”),
of 180,000 shares of the Company’s Class B common stock, par value $0.01 (the “Class B Common Stock”) which are reserved
for issuance pursuant to grants made under the Genie Energy Ltd. 2021 Stock Option and Incentive Plan, as amended and restated (the “Plan”).
In connection with the opinions
rendered herein, we have examined the Amended and Restated Certificate of Incorporation of the Company, its Fourth Amended and Restated
By-Laws, the Plan, and such other documents and corporate records as we have deemed necessary solely for the purpose of enabling us to
render this opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons,
the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us
as certified, photostatic or digital copies and the authenticity of the originals of such copies. As to certain matters of fact, both
expressed and implied, we have relied upon representations, statements or certificates of officers of the Company.
On the basis of such examination,
we are of the opinion that the shares of Class B Common Stock to be offered pursuant to the Registration Statement, when issued pursuant
to the terms of the Plan and the terms of any grant instrument executed in connection therewith, will be validly issued, fully paid and
non-assessable.
The opinion set forth above
is subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors;
(ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion
of the court before which any proceeding therefor may be brought; (iii) the unenforceability under certain circumstances under law or
court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such
indemnification or contribution is contrary to public policy; and (iv) we express no opinion concerning the enforceability of any waiver
of rights or defenses with respect to stay, extension or usury laws. Our opinion is limited to the General Corporation Law of the State
of Delaware and the federal laws of the United States, and we express no opinion with respect to the laws of any other jurisdiction.
Please note that we are opining
only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon
currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in
any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein after
the Registration Statement has been declared effective by the SEC.
We hereby consent to the filing
of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5)
of Regulation S-K under the Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the Commission.
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Very truly yours, |
| |
|
| |
/s/ Schwell Wimpfheimer and Associates LLP |
| |
Schwell Wimpfheimer and Associates LLP |
Exhibit 23.2
Consent of Independent Registered Public Accounting
Firm
We hereby consent to the incorporation by reference
in the Registration Statement on Form S-8 of our reports dated March 14, 2024, relating to the consolidated financial statements and the
effectiveness of internal control over financial reporting of Genie Energy Ltd. appearing in its Annual Report (Form 10-K) for the year
ended December 31, 2023.
/s/ Zwick CPA, PLLC
Southfield, Michigan
December 12, 2024
Exhibit 107
FEE TABLES FOR
FORM S-8
Calculation of Filing
Fee Tables
Form S-8
(Form Type)
GENIE ENERGY LTD.
(Exact Name of Registrant
as Specified in its Charter)
Table 1: Newly Registered
Securities
| Security Type |
|
Security
Class Title |
|
Fee
Calculation
Rule |
|
Amount
Registered (1) |
|
|
Proposed
Maximum
Offering
Price Per
Unit |
|
|
Maximum
Aggregate
Offering
Price |
|
|
Fee
Rate |
|
|
Amount of
Registration
Fee |
|
| Equity |
|
Class B Common Stock, par value $.01 per share |
|
457(h) |
|
|
180,000 |
(2) |
|
$ |
14.86 |
(3) |
|
$ |
2,674,800 |
(3) |
|
|
0.00015310 |
|
|
$ |
409.51 |
|
| Total Offering Amounts |
|
|
|
|
|
|
$ |
2,674,800 |
|
|
|
|
|
|
$ |
409.51 |
|
| Total Fee Offsets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
| Net Fee Due |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
409.51 |
|
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933,
as amended (the “Securities Act”), the number of shares being registered shall be adjusted to include such additional indeterminate
number of shares as may be issuable pursuant to the anti-dilution provisions of the Genie Energy Ltd. 2021 Stock Option and Incentive
Plan, as amended and restated (the “SOP”). In addition, pursuant to Rule 416(c) under the Securities Act, this registration
statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.
Moreover, any shares subject to options or other outstanding Awards (as defined in the SOP) under the SOP that are cancelled, forfeited,
expired or terminated, which in any such case does not result in the issuance of shares, shall be again available for issuance pursuant
to Awards granted under SOP. |
| (2) | Represents 180,000 shares of Class B Common Stock of the
Registrant (“Class B Common Stock”) added for issuance under the SOP. |
| (3) | Estimated solely for the purpose of calculating the registration
fee pursuant to Rules 457(c) and 457(h) under the Securities Act, and based upon the average of the high and low reported prices of the
shares of the Class B Common Stock on the New York Stock Exchange on December 11, 2024. |
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