Alternus Energy Group

Delisting Announcement • Mar 20, 2024

Submission Data File

General Information
Form Type*	8-K
Subject-Company File Number
Subject-Company CIK
Subject-Company Name
Subject-Company IRS Number
Contact Name	EDGAR AGENTS, LLC
Contact Phone	212-265-3347
Filer File Number
Filer CIK*	0001883984 (Alternus Clean Energy, Inc.)
Filer CCC*	****
Confirming Copy	No
Notify via Website only	No
Return Copy	No
Group Name
Items*	3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
	Rule or Standard; Transfer of Listing
SROS*	NASD
Depositor CIK
Depositor 33 File Number
Fiscal Year
Item Submission Type
Period*	03-20-2024
ABS Asset Class Type
ABS Sub Asset Class Type
Sponsor CIK
Emerging Growth Company	Yes
Elected not to use extended transition period	No
(End General Information)

Document Information
File Count*	4
Document Name 1*	ea020224201-8k_alternus.htm
Document Type 1*	8-K
Document Description 1	CURRENT REPORT
Document Name 2*	alce-20240320.xsd
Document Type 2*	EX-101.SCH
Document Description 2	XBRL Schema File
Document Name 3*	alce-20240320_lab.xml
Document Type 3*	EX-101.LAB
Document Description 3	XBRL Label File
Document Name 4*	alce-20240320_pre.xml
Document Type 4*	EX-101.PRE
Document Description 4	XBRL Presentation File
(End Document Information)

Notifications
Notify via Website only	No
E-mail 1	filings@edgaragents.com
(End Notifications)

ea020224201-8k_alternus.htm	Form Type: 8-K	Page 1
Edgar Agents LLC	Alternus Clean Energy, Inc.	03/20/2024 05:30 PM

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): March 20, 2024

ALTERNUS CLEAN ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41306	87-1431377
(State or other jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification Number)
360 Kingsley Park Drive, Suite 250 Fort Mill, South Carolina		29715
(Address of registrant's principal executive office)		(Zip code)
	(800) 581-1531
	(Registrant's telephone number, including area code)
	N/A

(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 (see General Instruction A.2. below):

☐ 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:

	Trading	Name of each exchange on which
Title of each class	symbol(s)	registered
Common Stock, par value \$0.0001 per share	ALCE	The Nasdaq Stock Market LLC

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. ☐

ea020224201-8k_alternus.htm	Form Type: 8-K	Page 2
Edgar Agents LLC	Alternus Clean Energy, Inc.	03/20/2024 05:30 PM

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 20, 2024, Alternus Clean Energy, Inc. (the "Company") received a letter (the "Notice") from The Nasdaq Stock Market notifying the Company that, because the closing bid price for its common stock has been below \$1.00 per share for 30 consecutive business days, it no longer complies with the minimum bid price requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of \$1.00 per share (the "Minimum Bid Price Requirement"), and Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive business days.

The Notice has no immediate effect on the listing of the Company's common stock on The Nasdaq Capital Market. Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until September 16, 2024 to regain compliance with the Minimum Bid Price Requirement. During the compliance period, the Company's shares of common stock will continue to be listed and traded on The Nasdaq Capital Market. To regain compliance, the closing bid price of the Company's common stock must meet or exceed \$1.00 per share for a minimum of 10 consecutive business days during the 180 calendar day grace period.

In the event the Company is not in compliance with the Minimum Bid Price Requirement by September 16, 2024 the Company may be afforded a second 180 calendar day grace period. To qualify, the Company would be required to meet the continued listing requirements for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement. In addition, the Company would be required to provide written notice of its intention to cure the minimum bid price deficiency during this second 180-day compliance period by effecting a reverse stock split, if necessary.

The Company intends to actively monitor the bid price for its common stock between now and September 16, 2024 and will consider available options to regain compliance with the Minimum Bid Price Requirement.

1

ea020224201-8k_alternus.htm	Form Type: 8-K	Page 3
Edgar Agents LLC	Alternus Clean Energy, Inc.	03/20/2024 05:30 PM

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.

Date: March 20, 2024 ALTERNUS CLEAN ENERGY, INC.

By: /s/ Vincent Browne

Name: Vincent Browne Title: Chief Executive Officer and Chairman of the Board of Directors