Alternus Clean Energy Inc

Alternus Clean Energy raised $1 million in gross proceeds through a private placement of 2,150 shares of newly created Series D Convertible Preferred Stock to an accredited investor, closing on March 27, 2026. Simultaneously, the company entered a Put Option Agreement granting the investor the right to require repurchase of up to 1,150 Series D shares at $1,000 per share, exercisable for one year after the company completes an $8 million equity capital raise. This financing provides immediate working capital but introduces repurchase risk tied to future fundraising success. Additionally, on March 31, 2026, the company settled $7.583 million in promissory note debt by issuing 7,583 Series D shares and converted $684 thousand in other notes into 684 Series E shares, effectively swapping high-interest debt for equity with a $0.10 per share conversion price. Both series authorize up to 20,000 shares with a $1,000 stated value per share, no dividends, and pari passu liquidation rights with common stock. Key investor protections include 12-month down-round anti-dilution resetting the conversion price to any lower issuance level, as-converted voting rights, and beneficial ownership caps (9.99% for Series D, 4.99% for Series E). Series E adds piggyback registration rights. These transactions significantly dilute common shareholders upon conversion—potentially over 100 million shares at current pricing—while strengthening the balance sheet by eliminating debt obligations. The board filings with Delaware on March 27 and 31, 2026, formalize these high-risk, high-conversion instruments amid apparent liquidity needs.