{"url_path":"/sec/cik-0001883984/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1883984/0001437749-26-013344-index.html","accession_number":"0001437749-26-013344","cik":"0001883984","ticker":null,"issuer_name":"Alternus Clean Energy, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1883984/0001437749-26-013344-index.html","primary_entity_key":"0001883984","primary_entity_name":"Alternus Clean Energy, Inc."},"word_count":777,"has_tables":true,"body_markdown":"**Item 2. Unregistered Sales of Equity Securities and Use of Proceeds**\n\n \n\nSales of Unregistered Securities\n\n \n\nOn January 2, 2025, a convertible promissory note holder converted $1,588,693 of the October Convertible Note into 10,591 shares of unrestricted common stock valued at $150 per share.\n\n \n\nOn January 8, 2025, a convertible promissory note holder converted $202,500 of the October Convertible Note into 1,350 shares of unrestricted common stock valued at $150 per share.\n\n \n\nOn January 23, 2025, the Company issued an aggregate of 7,630 shares of common stock to six accredited investors as part of a debt financing, valued at $563,268.\n\n \n\nOn February 6, 2025, 3i converted $85,113 of the October Convertible Note into 567 shares of unrestricted common stock valued at $150 per share.\n\n \n\nOn February 11, 2025, 3i converted $150,000 of the October Convertible Note into 1,000 shares of unrestricted common stock valued at $150 per share.\n\n \n\nOn February 18, 2025, the Company issued 1 share of Series A Super Voting Preferred Stock to Mr. Vincent Browne valued at $6.00 per share.\n\n \n\nOn March 21, 2025, the Company issued 10,000 shares of Series A Super Voting Preferred Stock to Mr. Browne valued at $6.00 per share.\n\n \n\nOn April 14, 2025 the Company issued a total of 484,100 shares of restricted common stock valued at $3,872,800, including 11,000,000 shares to Alternus Energy Group PLC, a related party, 15,000 shares to each of our 4 current independent directors (Ms. Bjornov, Mr. Wikborg, Mr. Parker and Mr. Ratner) and one past director, Mr. Chaudhri, 75,000 shares each to Mr. Browne, our CEO, and Mr. Thomas, our executive director, 25,000 shares to Ms. Durant, our CLO, 12,500 shares to an employee for past services rendered, 28,750 shares to Hover Energy LLC for certain assets acquired and 137,850 shares to four accredited third party debt holders.\n\n \n\nOn April 24, 2025 the Company issued an additional 50,000 shares of Series A Super Voting Preferred Stock to Mr. Browne.\n\n \n\nOn April 28, 2025 the Company issued a warrant to purchase up to 170,000 shares of the Company’s common stock at an exercise price of $6.00 per share to an accredited investor. The warrant is exercisable immediately and will expire on the date that is five and one-half (5 1/2) years after its date of issuance.\n\n \n\n69\n\n[Table of Contents](#toc)\n\n \n\nOn May 1, 2025 the Company issued 5,000 shares of restricted common stock to Assure Power, LLC for services pursuant to a consulting agreement, valued at $43,000.\n\n \n\nOn May 2, 2025, the Company issued 20,000 shares of common stock to SPC as a settlement fee, valued at $172,000.\n\n \n\nOn May 20, 2025 the Company issued 40,000 shares of restricted common stock to a related party, Alternus Energy Group PLC, for services rendered, valued at $224,000.\n\n \n\nOn June 30, 2025 a convertible promissory note holder converted $67,063 worth of the October Convertible Note into 29,500 shares of unrestricted common stock valued at $64 per share.\n\n \n\nOn August 4, 2025 a convertible promissory note holder converted $22,072 worth of the October Convertible Note into 32,838 shares of unrestricted common stock valued at $0.69 per share.\n\n \n\nOn September 30, 2025, the Company issued an aggregate of 21,150 shares of Series B Convertible Preferred Stock to Hover Energy LLC as part of the EverOn Energy Joint Venture.\n\n \n\nOn November 6, 2025, a portion equal to $13,250 of the assigned Convertible Note (originally issued in October 2024, of which, $142,857 was assigned to a third party on August 1, 2025), was converted at a discounted conversion price of $0.385 into 34,416 shares of unrestricted common stock, and valued at $0.70 per share.\n\n \n\nOn December 31, 2025 the Company issued 400 shares of Series C Convertible Preferred Stock (\"Series C\") to a third party accredited investor valued at $1,000 per share.  \n\n \n\nAlso on December 31, 2025 the Company issued 2,750 shares of Series C to a third party accredited investor valued at $1,000 per share.\n\n \n\nOn March 3, 2026 the Company issued 2,625 shares of Series C to numerous third party accredited investors valued at $1,000 per share.\n\n \n\nOn March 27, 2026 the Company issued 2,150 shares of Series D Convertible Preferred Stock to a third party accredited investor valued at $1,000 per share.\n\n \n\nOn March 31, 2026 the Company issued (i) 7,583 shares of Series D Convertible Preferred Stock valued at $1,000 per share to an accredited third party investor, and (ii) 684 shares of Series E Convertible Preferred Stock valued at $1,000 per share to an accredited third party investor. \n\n \n\nOn April 21, 2026 the Company issued 240 shares of Series C  to an accredited third party investor, valued at $1,000 per share.\n\n \n\nIssuer Purchases of Equity Securities\n\n \n\nNone."}