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): May 14, 2020

ALTERNUS ENERGY INC.

(Exact name of registrant as specified in its charter)

Nevada

000-56085

46-4996419

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

One World Trade Center, Suite 8500

New York, NY 10007

(Address of principal executive offices)

(212) 220-7434

(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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Securities registered pursuant to Section 12(g) of the Act:

Common stock, $0.001 par value per share

(Title of class)

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 x

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 8.01 Other Events.

45-day Extension to File Quarterly Report on Form 10-Q

On March 4, 2020, the U.S. Securities and Exchange Commission (the “Commission”) issued an order under Section 36 (Release No. 34-88318) of the Securities Exchange Act of 1934 (“Exchange Act”) granting exemptions from specified provisions of the Exchange Act and certain rules thereunder (the “Order”). The Order provides that a registrant (as defined in Exchange Act Rule 12b-2) subject to the reporting requirements of Exchange Act Section 13(a) or 15(d), and any person required to make any filings with respect to such a registrant, is exempt from any requirement to file or furnish materials with the Commission under Exchange Act Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and Regulations 13A, Regulation 13D-G (except for those provisions mandating the filing of Schedule 13D or amendments to Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules 13f-1, and 14f-1, as applicable, where certain conditions are satisfied.

On March 25, 2020 the Commission issued another order which superseded the Order and extended the filing periods covered by the Order to July 1, 2020.

Alternus Energy Inc. (the “Company”) is furnishing this Current Report on Form 8-K to indicate its reliance on the Order in connection with the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2020, as a result of the circumstances set forth below.

The Company’s key financial personnel and outside service providers important to the development of its financial statements currently are on “lock-down” orders or “shelter in place” recommendations due to the COVID-19 pandemic or are otherwise displaced due to the COVID-19 pandemic. As a result of the travel and work restrictions stemming from the COVID-19 pandemic, the Company is unable to develop and complete financial records needed for the Company to file a timely and accurate Quarterly Report on Form 10-Q for its quarter ended March 31, 2020, by the prescribed date without undue hardship and expense to the Company.

Accordingly, in reliance upon the Order, the Company expects to file its Quarterly Report on Form 10-Q within 45 days after May 15, 2020.

Risk Factors

“Our business operations, financial condition and cash flows have been and may continue to be materially and adversely affected by the outbreak of the novel respiratory illness coronavirus (“COVID-19”).

On March 11, 2020, the World Health Organization declared the outbreak of the novel respiratory illness COVID-19 a pandemic. The new strain of COVID-19 is considered to be highly contagious and poses a serious public health threat. The outbreak of COVID-19 emerged in China and spread to Europe, where we have significant operations. We generate our revenue from the sale of electricity from our solar parks in Italy, Germany, and Romania.

Any outbreak of such epidemic illness or other adverse public health developments may materially and adversely affect the global economy, our markets and our business. A prolonged disruption or any further unforeseen delay in our operations in Europe could continue to result in delays in the increased costs and reduced revenue from our operations.

We cannot foresee whether the outbreak of COVID-19 will be effectively contained, nor can we predict the severity and duration of its impact. If the outbreak of COVID-19 is not effectively and timely controlled, our business operations and financial condition may be materially and adversely affected as a result of the deteriorating market outlook, the slowdown in regional and national economic growth, weakened liquidity and financial condition of our customers or other factors that we cannot foresee. Any of these factors and other factors beyond our control could have an adverse effect on the overall business environment, cause uncertainties in the regions where we conduct business, cause our business to suffer in ways that we cannot predict and materially and adversely impact our business, financial condition and results of operations.

In 2020 and as of the date of this Current Report, the outbreak of COVID-19 has caused significant volatility in global markets and in the market price of our securities. This volatility and market uncertainty caused by COVID-19 has resulted in a delay to our current funding initiatives and we have seen our cost of borrowing increase since the outbreak began. Delays in planned new funding being available caused by COVID-19 may result in us not being able to meet our obligations under existing loan facilities. If we are unable to negotiate suitable extensions to existing loan agreements with our lenders before their expiration, then some of our lenders may initiate legal proceedings against us to recover their funds including taking possession of our underlying assets. In such an event, any assets that would no longer be owned or controlled by the Company would have a material adverse impact on our results of operations and financial condition. Increased borrowing costs may make some of our projects uneconomical.

In addition, the recent outbreak of COVID-19 has resulted in closures of manufacturing facilities, travel restrictions, disruptions to supply chains and disruptions to workplaces as employees and contractors cease to be available to perform critical work functions. These aforesaid restrictions have negatively impacted the construction timelines of our German facilities which will delay their planned operational dates resulting in a delay in cash inflows from operations to service existing loan facilities on these assets. Any prolonged and uncontained outbreak of COVID-19 could contribute to a general slowdown in the global economy, and adversely impact our ability to operate our business and the businesses of our counterparties, any of which could have a materially adverse impact on our business, results of operations and financial condition. Moreover, governmental authorities may recommend or impose other measures that could cause significant disruptions to our business operations in the regions most impacted by the coronavirus to which we are particularly exposed in Europe. A prolonged disruption could affect our business negatively in a variety of ways: it could limit the availability of certain parts required to operate our facilities; adversely impact the ability of our contractors and other service providers to service our equipment resulting in further operational delays; or adversely impact our efforts to repower certain facilities, causing important construction milestones to be missed. Any of the foregoing events or other unforeseen consequences of public health problems could materially adversely affect our business, results of operations and financial condition.”

Forward-Looking Statements

Statements in this Current Report on Form 8-K are “forward-looking statements” as the term is defined under applicable securities laws. These statements include the anticipated timing of the filing of Company’s annual statement under the Exchange Act; the expected impact of the COVID-19 virus outbreak on the Company’s financial reporting capabilities and its operations generally and the potential impact of such virus on the Company’s customers, distribution partners, advertisers and production facilities and other third parties. These and other forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those statements. Such risks and uncertainties are, in many instances, beyond the Company’s control. Forward-looking statements, which are presented as of the date of this filing, will not be updated to reflect events or circumstances after the date of this statement except as required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Alternus Energy Inc. (Registrant)

Date: May 14, 2020	By:	/s/ Vincent Browne
	Name:	Vincent Browne
	Title:	Chief Executive Officer

Alternus Energy Inc. 8-K