UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 6, 2020
FUELCELL ENERGY, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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1-14204 |
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06-0853042 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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3 Great Pasture Road, Danbury, Connecticut |
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06810 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (203) 825-6000
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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, $0.0001 par value per share |
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FCEL |
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The Nasdaq Stock Market LLC
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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. ☐
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Item 8.01. |
Other Events.
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Exercise of Warrants by Orion Entities
On October 6, 2020, Orion Energy Credit Opportunities Fund II, L.P., Orion Energy Credit Opportunities Fund II PV, L.P., Orion Energy Credit Opportunities Fund II GPFA, L.P., and Orion Energy Credit Opportunities FuelCell Co-Invest, L.P. (collectively, the “Orion Lenders”) exercised certain of the warrants issued to them on November 22, 2019 by FuelCell Energy, Inc. (the “Company”) to purchase a total of 5,300,000 shares of the Company’s common stock for an aggregate exercise price of $1,282,600 (or $0.242 per share). Following this warrant exercise, the Orion Lenders continue to hold warrants to purchase up to 2,700,000 shares of the Company’s common stock, at an exercise price of $0.242 per share. In addition, following this warrant exercise, the Orion Lenders will hold a total of 14,696,320 shares of the Company’s common stock, and a total of 294,699,041 shares of the Company’s common stock will be outstanding.
These warrants were issued to the Orion Lenders pursuant to the Credit Agreement, dated as of October 31, 2019 and amended on November 22, 2019, January 20, 2020, February 11, 2020, April 30, 2020 and June 8, 2020, among the Company, certain of its affiliates as guarantors, the Orion Lenders, and Orion Energy Partners Investment Agent, LLC, as administrative agent and collateral agent.
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Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits:
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Exhibit No. |
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Description |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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FUELCELL ENERGY, INC. |
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Date: October 8, 2020 |
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By: |
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/s/ Michael S. Bishop |
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Michael S. Bishop |
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Executive Vice President, Chief Financial Officer and Treasurer |