Alternus Clean Energy Issues Series F Convertible Preferred Stock

What Happened
Alternus Clean Energy, Inc. filed an 8-K (Aug 5, 2026) announcing that it entered into subscription agreements with 15 accredited investors and issued 14,280 shares of its Series F Convertible Preferred Stock. The subscription issuances were in exchange for a mix of consideration including debt maturity extensions, consulting and advisory services, past services, and an interest waiver. These new issuances, together with a June 30, 2026 issuance of 750 shares, bring total Series F issued to 15,030 of 15,750 authorized shares.

Key Details

• Date/actions: Board approved an amended and restated Certificate of Designation (A&R CoD) on July 30, 2026; A&R CoD filed with Delaware on July 31, 2026; Subscription Agreements executed Aug 5, 2026.
• Shares/face value: 14,280 shares issued on Aug 5, 2026 (aggregate face value $14,280,000); total Series F issued 15,030 of 15,750 authorized; par $0.0001, stated value $1,000 per share.
• Consideration breakdown (high-level): 2,980 shares for extending note maturities to Mar 31, 2027; 600 shares for extending maturities to Dec 31, 2026; 2,990 shares for three-year advisory board appointments; 4,470 shares for consulting agreements; 1,750 shares for past advisory services; 1,490 shares for waiver/forgiveness of accrued interest.
• Conversion and rights: Series F automatically converts into common stock on a Conversion Date set by the Board following receipt of conditional national exchange listing approval (Conversion Date = 5–10 business days prior to effective uplist date). Conversion amount = $1,000 per share divided by the common stock closing price on the Conversion Date. No stated maturity date; holders have no voting rights and no dividend rights; conversion limited so a holder cannot exceed 9.99% beneficial ownership post‑conversion. Series F liquidation distributions are after Series B–E holders and after common stock holders. The Company may not take certain corporate actions without prior written consent of a majority of outstanding Series F.

Why It Matters
This filing shows Alternus is using preferred stock to restructure near-term obligations and compensate advisors and consultants instead of (or in addition to) cash. The amended conversion mechanics tie Series F conversion to a Board-determined date shortly before an expected uplist, which could dilute common shareholders when conversion occurs because each preferred share converts into a number of common shares based on the market price at conversion. Investors should note the near-cap on authorized Series F (only 720 shares remain authorizable) and the 9.99% beneficial ownership cap that can limit any single holder’s conversion.