{"url_path":"/sec/fcel/8-k/2026-06-24/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/886128/0001104659-26-077042-index.html","accession_number":"0001104659-26-077042","cik":"0000886128","ticker":"FCEL","issuer_name":"FUELCELL ENERGY INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/886128/0001104659-26-077042-index.html","primary_entity_key":"0000886128","primary_entity_name":"FUELCELL ENERGY INC"},"word_count":776,"has_tables":true,"body_markdown":"**Item 1.01. Entry Into a Material Definitive Agreement.**\n\nWarrant Agreement\n\nOn June 22, 2026, in connection with the CEPA, the Company entered into a warrant agreement (the “Warrant Agreement”) with Fit, pursuant to which the Company issued to Fit three tranches of warrants representing Fit’s right to purchase up to an aggregate of 12,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at an exercise price of $26.44 per share (the “Strike Price”). The warrants are divided into three equal tranches of 4,000,000 shares each (the “First Tranche Warrant,” the “Second Tranche Warrant” and the “Third Tranche Warrant,” and collectively, the “Warrants”).\n\nThe Warrants are subject to performance-based vesting tied to Fit’s deposits under the CEPA before they can be exercised. The First Tranche Warrant vests upon the Company’s receipt of a non-refundable deposit equal to 16% of the order value for 100 MW of power generation platforms in connection with phase 1 The Second Tranche Warrant vests upon the Company’s receipt of a non-refundable deposit for 125 MW of power generation platforms in connection with phase 2. The Third Tranche Warrant vests upon the Company’s receipt of a non-refundable deposit for the third tranche of 125 MW of power generation platforms in connection with phase 3. Any Warrant that has not vested as of the date that is 24 months following the date of issuance will automatically terminate and be cancelled.\n\nEach tranche of Warrants, once vested, is exercisable by Fit, in whole or in part, at any time, or from time to time, during the applicable exercise period for such Warrants, by tendering to the Company a notice of exercise and payment of the Strike Price in cash by wire transfer of immediately available funds. Each tranche of Warrants will expire 24 months following the applicable vesting date for such tranche. The Company will not issue fractional shares upon exercise of any Warrant; in lieu thereof, the Company will pay cash based on the closing sale price of the Common Stock on the applicable exercise date.\n\nThe Warrant Agreement provides the Company with a mandatory exercise right (the “Mandatory Exercise Right”), exercisable at the Company’s election, to cause all outstanding vested Warrants to be exercised if the volume-weighted average price per share of Common Stock exceeds 150% of the Strike Price on each of at least 30 consecutive trading days. Upon exercise of the Mandatory Exercise Right, the Company must provide at least 15 days’ prior written notice to Fit. No shares of Common Stock will be issued upon exercise of any Warrant to the extent such issuance would result in Fit beneficially owning in excess of 19.99% of the then-outstanding shares of Common Stock.\n\nThe Warrants are subject to adjustment from time to time in accordance with the provisions of the Warrant Agreement. The Warrants may not be transferred or assigned without the prior written consent of the Company, except to Affiliates (as defined in the Warrant Agreement).\n\nThe foregoing description of the Warrant Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Warrant Agreement, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\nRegistration Rights Agreement\n\nOn June 22, 2026, the Company entered into a registration rights agreement with Fit (the “Registration Rights Agreement”) providing for certain resale shelf registration rights with respect to the shares of Common Stock issuable upon exercise of the Warrants held by Fit from time to time.\n\nThe Registration Rights Agreement requires the Company to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), providing for the resale of all or part of the registrable securities held by the parties thereto as promptly as practicable, and in any event within 30 calendar days following the closing of the transactions contemplated by the CEPA, and to use commercially reasonable efforts to cause such registration statement to be declared effective within the timelines specified therein, and thereafter to keep such registration statement effective for the periods specified therein. The Registration Rights Agreement also contains customary indemnity, exculpation and contribution obligations by the Company and the other parties to the Registration Rights Agreement.\n\nThe foregoing description of the Registration Rights Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\n​"}