Bloom Energy Corp false 0001664703 --12-31 0001664703 2023-04-18 2023-04-18

 

 

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): April 18, 2023

 

 

 

LOGO

BLOOM ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

001-38598
(Commission File Number)

 

Delaware     77-0565408
(State or other jurisdiction of incorporation)     (I.R.S. Employer Identification No.)

 

4353 North First Street, San Jose, California   (408) 543-1500   95134
(Address of principal executive offices)  

(Registrant’s telephone number,

including area code)

   (Zip Code)

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 l 4a-12 under the Exchange Act (17 CFR 240. l 4a-12)

 

  ☐

Pre-commencement communications pursuant to Rule J 4d-2(b) under the Exchange Act (17 CFR 240. l 4d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule l 3e-4(c) under the Exchange Act (17 CFR 240. l 3e-4(c))

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

 

Title of each class(I)

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Class A Common Stock, $0.0001 par value   BE   New York Stock Exchange

(I)      The registrant’s Class B Common Stock and Series B Redeemable Convertible Preferred Stock are not registered but are convertible into shares of Class A Common Stock at the election of the holder.

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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 18, 2023, Bloom Energy Corporation (the “Company”) filed with the Secretary of State of Delaware a Certificate of Amendment to the Certificate of Designation of Series B Redeemable Convertible Preferred Stock (the “Certificate of Amendment”), which is filed herewith as Exhibit 3.1 and incorporated herein by reference. The Certificate of Amendment amends the Certificate of Designation of Series B Redeemable Convertible Preferred Stock in order to clarify certain terms.

The foregoing description of the Certificate of Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Certificate of Amendment, which is filed herewith as Exhibit 3.1, and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit    Description
3.1    Certificate of Amendment to the Certificate of Designation of Series B Redeemable Convertible Preferred Stock
104    Cover page interactive data file (embedded within the inline XBRL document)

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 thereunto duly authorized.

 

BLOOM ENERGY CORPORATION
Date: April 18, 2023     By:  

/s/ Gregory Cameron

      Gregory Cameron
      President and Chief Financial Officer

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF DESIGNATION

OF

SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK

OF

BLOOM ENERGY CORPORATION

 

 

Pursuant to Section 242 of the

General Corporation Law of

the State of Delaware

 

 

Bloom Energy Corporation (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY:

FIRST: Section 6.1 of the Certificate of Designation of Series B Redeemable Convertible Preferred Stock is amended and restated in its entirety as follows:

“6.1 Redemption upon Election by the Holders of Series B Preferred Stock. Shares of Series B Preferred Stock shall be redeemable upon the election of the holder or holders of the Series B Preferred Stock at the Original Issue Price per share multiplied by the number of shares to be redeemed (the “Redemption Price”). The Redemption Price shall be payable in one installment, commencing on a date (the “Redemption Date”) not less than sixty (60) days after and not more than ninety (90) days after the holder(s) of Series B Preferred Stock deliver written notice of the redemption to the Corporation (the “Redemption Notice”); provided that the holders of Series B Preferred Stock shall not send the Redemption Notice until four (4) months have passed from the Original Issue Date. The delivery of the Redemption Notice shall be irrevocable and shall state (i) the number of shares of Series B Preferred Stock to be redeemed on the Redemption Date; (ii) the Redemption Date; (iii) the Redemption Price; and (iv) that the holder(s) are to surrender to the Corporation, in the manner and at the place designated, such holder’s book-entry interests representing shares of Series B Preferred Stock to be redeemed.”

SECOND: The foregoing amendment was duly adopted in accordance with the provisions of Section 103 and 242 of the General Corporation Law of the State of Delaware.

***************

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed on behalf of the Corporation by the undersigned authorized officer this 18th day of April, 2023.

 

Bloom Energy Corporation
By:  

/s/ Gregory Cameron

Name: Gregory Cameron
Title: President and Chief Financial Officer

[Signature Page to Amendment to Certificate of Designation]