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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): November 7, 2024
FUELCELL ENERGY, INC.
(Exact Name of Registrant as Specified
in its Charter)
| Delaware |
|
1-14204 |
|
06-0853042 |
|
(State or Other
Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
| |
|
|
|
|
| |
|
3 Great Pasture Road
Danbury, Connecticut |
|
06810 |
| |
|
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (203) 825-6000
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, $0.0001 par value per share |
|
FCEL |
|
The Nasdaq Stock Market LLC
(Nasdaq Global Market) |
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 3.03. | Material Modification to Rights of Security Holders. |
To the
extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein
by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As previously
disclosed, at a special meeting of stockholders held on October 31, 2024, the stockholders of FuelCell Energy, Inc. (the “Company”)
adopted an amendment (the “Reverse Stock Split Amendment”) to the Company’s Certificate of Incorporation, as amended
(the “Certificate of Incorporation”), to effect a reverse stock split of the issued and outstanding shares of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”), and shares of Common Stock held in treasury, at a specific
ratio ranging from one-for-ten shares to one-for-thirty shares, with the exact ratio within such range to be determined by the Board
of Directors of the Company (the “Board”). The Board subsequently approved the implementation and consummation of the
reverse stock split at a ratio of one-for-thirty (the “Reverse Stock Split”).
On November
7, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment of the Certificate of Incorporation
setting forth the Reverse Stock Split Amendment (the “Certificate of Amendment”), effective as of 5:00 p.m., Eastern Time,
on November 8, 2024, to effect the Reverse Stock Split of the issued and outstanding shares of Common Stock and shares of Common Stock
held in treasury. The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from 611,278,662 shares
to approximately 20,375,955 shares, subject to adjustment for the payment of cash in lieu of fractional shares (as described below). The
Reverse Stock Split will not change the total number of shares of Common Stock or preferred stock authorized for issuance by the Company.
The Reverse
Stock Split will become effective as of 5:00 p.m., Eastern Time, on November 8, 2024, at which time every thirty shares of the Company’s
issued and outstanding Common Stock will be automatically converted into one issued and outstanding share of Common Stock, without any
change in the par value per share.
No fractional
shares of Common Stock will be issued as a result of the Reverse Stock Split. Instead, each registered holder of Common Stock
who would otherwise be entitled to a fractional share of Common Stock will receive, in lieu thereof, a cash payment (without interest)
in an amount equal to the fraction to which such stockholder would otherwise be entitled multiplied by the closing price per share of
the Common Stock, as reported on The Nasdaq Stock Market, on November 8, 2024.
The Common
Stock will begin trading on a Reverse Stock Split-adjusted basis on The Nasdaq Global Market on Monday, November 11, 2024. The trading
symbol for the Common Stock will remain “FCEL.” The new CUSIP number for the Common Stock following the Reverse
Stock Split will be 35952H700.
With respect
to each of the FuelCell Energy, Inc. Amended and Restated 2010 Equity Incentive Plan and the FuelCell Energy, Inc. 2018 Omnibus Incentive
Plan, as amended and restated (collectively, the “Equity Incentive Plans”), equitable adjustments will be made in connection
with the Reverse Stock Split to: (i) the number of shares in respect of which awards may be made under the Equity Incentive Plans; (ii)
the number of shares that may be issued pursuant to the exercise of incentive stock options under the Equity Incentive Plans; (iii) the
number of shares subject to outstanding awards under the Equity Incentive Plans; and (iv) the award, exercise or conversion price with
respect to any of the foregoing, in a manner consistent with the terms of the Equity Incentive Plans. More specifically, the
per share exercise price of all outstanding option awards will be increased proportionately and the number of shares of Common Stock
issuable upon the exercise of all outstanding option awards will be reduced proportionately. These adjustments will result
in approximately the same aggregate exercise price being required to be paid for all outstanding option awards upon exercise, although
the aggregate number of shares issuable upon exercise of such option awards will be reduced proportionately following the Reverse Stock
Split. The number of shares of Common Stock issuable upon settlement of outstanding restricted stock unit, performance stock
unit and deferred stock unit awards and the number of shares of outstanding restricted stock subject to outstanding awards, if any, will
be reduced proportionately. If the equitable adjustments described above result in an award relating to a fractional share, such
fractional share will be cancelled on the effective date of the Reverse Stock Split for no consideration in accordance with the terms
of the Equity Incentive Plans.
In addition,
with respect to the FuelCell Energy, Inc. 2018 Employee Stock Purchase Plan, as amended and restated (the “ESPP”), proportionate
adjustments will be made in connection with the Reverse Stock Split to: (i) the total number of shares available for purchase under the
ESPP, in accordance with the terms of the ESPP; (ii) with respect to each option outstanding under the ESPP at the effective time of
the Reverse Stock Split, the option exercise price and number of shares subject to such option, in accordance with the terms of the ESPP;
and (iii) the per-offering limit on the number of shares that may be purchased, as provided in Section 5 of the ESPP.
Finally,
adjustments required in connection with the Reverse Stock Split will be made with respect to any other equity-based plans or any equity-based
provisions in any agreements that are linked to shares of Common Stock, including, but not limited to, an adjustment to the conversion
rate under the Amended Certificate of Designation of 5% Series B Cumulative Convertible Perpetual Preferred Stock of the Company.
For more
information regarding the Reverse Stock Split, see the definitive proxy statement filed by the Company with the Securities and Exchange
Commission on September 17, 2024, the relevant portions of which are incorporated herein by reference. The description of the Certificate
of Amendment and the Reverse Stock Split in this Current Report on Form 8-K is qualified in its entirety by reference to the full text
of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On November
7, 2024, the Company issued a press release announcing the Reverse Stock Split. A copy of this press release is furnished as Exhibit
99.1 hereto.
The information
furnished in this Item 7.01, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. This information
will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except to the extent that the Company specifically incorporates it by reference.
| Item 9.01. | Financial Statements and Exhibits. |
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.
| |
FUELCELL ENERGY, INC. |
| |
|
|
| Date: November 7, 2024 |
By: |
/s/ Michael S. Bishop |
| |
|
Michael S. Bishop |
| |
|
Executive Vice President, Chief Financial Officer and Treasurer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
FUELCELL ENERGY, INC.
It is hereby certified that:
1.
The name of the corporation is FuelCell Energy, Inc. (the “Corporation”).
2.
The Board of Directors of the Corporation has duly adopted resolutions setting forth a proposed amendment of the Certificate of
Incorporation of the Corporation, as amended (the “Certificate of Incorporation”), declaring said amendment to be advisable
and calling for the stockholders of the Corporation to consider such amendment at a special meeting of the stockholders of the Corporation,
which amendment would amend Article Fourth of the Certificate of Incorporation by adding the following paragraph to the end of Article
Fourth of the Certificate of Incorporation:
“Upon the filing and effectiveness
of this Certificate of Amendment (the “Effective Time”), the shares of the Common Stock issued and outstanding or held
in the treasury (if any) immediately prior to the Effective Time shall be automatically combined and reclassified, without further action,
such that each ten (10) to thirty (30) shares of issued Common Stock immediately prior to the Effective Time is reclassified into one
(1) validly issued, fully paid and non-assessable share of Common Stock, the exact ratio within the ten (10) to thirty (30) range to be
determined by the Board of Directors prior to the Effective Time and publicly announced by the Corporation. Notwithstanding the immediately
preceding sentence, no fractional shares shall be issued and, in lieu thereof, any holder of Common Stock immediately prior to the Effective
Time who would otherwise be entitled to a fraction of a share of Common Stock shall be entitled to receive a cash payment (without interest)
in an amount equal to the fraction of a share of Common Stock to which the stockholder would otherwise be entitled multiplied by the closing
price of the Common Stock, as reported on The Nasdaq Stock Market, on the date of the Effective Time. Each stock certificate that, immediately
prior to the Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time
shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that
number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate
shall have been reclassified, provided, however, that each person of record holding a certificate that represented shares of Common Stock
that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate, a new certificate
evidencing and representing the number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock
formerly represented by such certificate shall have been reclassified.”
3.
Pursuant to a resolution of the Board of Directors, a special meeting of the stockholders of the Corporation was duly called and
held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware (the “DGCL”),
at which meeting the necessary number of shares as required by the DGCL were voted in favor of the amendment.
4. The
amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242
of the DGCL.
5.
This Certificate of Amendment shall become effective as of 5:00 p.m., Eastern time, on November 8, 2024.
IN WITNESS WHEREOF,
the Corporation has caused this Certificate of Amendment to be signed by the undersigned officer this 7th day of November, 2024.
| |
By: |
/s/ Michael S. Bishop |
| |
Name: Michael S. Bishop |
| |
Title: Executive Vice President, Chief Financial Officer, and Treasurer |
Exhibit 99.1
FuelCell Energy Announces 1-For-30 Reverse Stock
Split
DANBURY, Conn., November 7, 2024 (GLOBE NEWSWIRE) -- FuelCell Energy,
Inc. (Nasdaq: FCEL) today announced that a 1-for-30 reverse stock split of its issued and outstanding shares of common stock will become
effective at 5:00 p.m., Eastern time, on November 8, 2024, and that trading of the Company’s common stock on a post-split basis
on The Nasdaq Global Market is expected to begin on November 11, 2024.
Today, the Company filed a Certificate of Amendment of the Certificate
of Incorporation of the Company with the Secretary of State of the State of Delaware to effect this reverse stock split of its issued
and outstanding shares of common stock and shares of common stock held in treasury. Trading of the Company’s common stock on The
Nasdaq Global Market will continue under the symbol “FCEL.” The new CUSIP number for the Company’s common stock following
the reverse stock split will be 35952H700.
The reverse stock split is intended, among other things, primarily
to increase the bid price of the Company’s common stock to enable the Company to regain compliance with the minimum bid price requirement
of $1.00 per share for continued listing on The Nasdaq Global Market and to appeal to a broader range of investors to generate greater
investor interest in the Company.
When the reverse stock split becomes effective, every 30 shares
of the Company’s common stock issued and outstanding will be combined and reclassified automatically into 1 share of common
stock. The reverse stock split will affect all holders of common stock uniformly and each stockholder will hold the same percentage
of common stock outstanding immediately following the reverse stock split as that stockholder held immediately prior to the reverse
stock split, except for adjustments that may result from the treatment of fractional shares. No fractional shares will be issued as
a result of the reverse stock split. Instead, each holder of common stock immediately prior to the effective time of the reverse
stock split who would otherwise be entitled to a fraction of a share will be entitled to receive, in lieu thereof, a cash payment
(without interest) in an amount equal to the fraction to which such stockholder would otherwise be entitled multiplied by the
closing price per share of the Company’s common stock, as reported on The Nasdaq Stock Market, on November 8, 2024.
The Company’s transfer agent, Equiniti Trust Company, LLC, will
act as exchange agent for the reverse stock split.
| · | Stockholders owning shares via a broker or other nominee will
have their positions automatically adjusted to reflect the reverse stock split, subject to brokers’ particular processes, and will
not be required to take any action in connection with the reverse stock split. |
| · | Registered stockholders holding pre-split shares of the Company’s
common stock electronically in book-entry form are not required to take any action to receive post-split shares and their cash payment
in lieu of fractional shares, if applicable. |
| · | Stockholders of record holding certificates representing pre-split
shares of the Company’s common stock as of the effective time will receive a letter of transmittal from Equiniti Trust Company,
LLC providing instructions regarding (i) the exchange of shares and (ii) how to receive their cash payment in lieu of fractional shares,
if applicable. |
The reverse stock split will not change the total number of shares
of common stock or preferred stock authorized for issuance by the Company. Additionally, the par value of the Company’s common stock
will remain at $0.0001 per share.
About FuelCell Energy
FuelCell Energy, Inc. is a global leader in sustainable energy technologies
that address some of the world’s most critical challenges around energy, safety, and global urbanization. It collectively holds
531 fuel cell technology patents in the United States and globally. As a leading global manufacturer of proprietary fuel cell technology
platforms, FuelCell Energy is uniquely positioned to serve customers, including businesses, utilities, governments, and municipalities
with sustainable products and solutions. The Company’s solutions are designed to enable a world empowered by sustainable energy,
enhancing the quality of life for people around the globe. Learn more at fuelcellenergy.com.
Cautionary Note Regarding Forward-Looking Statements
This release contains forward-looking statements within the meaning
of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding future events or the Company’s future
performance that involve certain contingencies and uncertainties. The forward-looking statements include, without limitation, statements
related to the timing, implementation and effect of the reverse stock split, the potential impact of the reverse stock split on the bid
price of the Company’s common stock, and the Company’s ability to regain compliance with the minimum bid price requirement and continue
to have its common stock listed on The Nasdaq Global Market. These forward-looking statements are not guarantees of future performance,
and all forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those
projected. Factors that could cause such a difference include, without limitation, the risk that the reverse stock split may not be implemented
on the expected timeline; the risk that, after the reverse stock split, the minimum bid price of the Company’s common stock will
not be at least $1.00 per share for a minimum of ten consecutive trading days; the Company’s ability to regain compliance
with, and thereafter continue to comply with, the minimum bid price requirement of The Nasdaq Global Market; the Company’s ability
to continue to maintain compliance with other continued listing standards of The Nasdaq Global Market; the risk that the reverse stock
split will not result in the intended benefits; and the other risks set forth in the Company’s filings with the Securities and Exchange
Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2023 and the Company’s
Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2024. The forward-looking statements contained herein speak only as
of the date of this release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions
to any such statement contained herein to reflect any change in the Company’s expectations or any change in events, conditions or
circumstances on which any such statement is based.
Press Contact
FuelCell Energy
Kathleen Blomquist
kblomquist@fce.com
Investor Relations Contact
FuelCell Energy
Tom Gelston
tgelston@fce.com
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