Alternus Clean Energy registers 157.1M shares for resale by existing holders; no proceeds to company

Common stock offered by the selling securityholders

Up to 157,140,000 shares of our common stock consisting of: (a) up to 6,840,000 shares of common stock issuable upon conversion of the Series E Convertible Preferred Stock (the “Series E Pref”), and (b) up to 150,300,000 shares of common stock issuable upon conversion of the Series F Convertible Preferred Stock (the “Series F”).

Common stock outstanding immediately after this offering(1)

157,864,658 shares, assuming full conversion of all registered securities at the applicable conversion prices described herein.

On August 4, 2026, the last reported sales price of our common stock was $0.105 per share.

a 1-for25 reverse stock split of our common stock which became effective for legal and accounting purposes on October 11, 2024, and a 1-for-200 reverse stock split of our common stock which became effective for legal and accounting purposes on September 5, 2025

We currently have 10 employees; 2 are located at the Company’s headquarters in New York, 1 is located remotely elsewhere in the United States, 5 are located in Dublin, Ireland, and 2 are located elsewhere in Europe.

we have formed EverOn Energy (‘‘EverOn’’), a joint venture with Hover Energy LLC (‘‘Hover Energy’’), to deliver wind-powered clean energy microgrids to corporations and other facility owners across the United States and United Kingdom.

Solutions are delivered under long-term Power Purchase Agreements (“PPAs”) or Energy-as-a-Service (“EaaS”) contracts, typically with terms of up to 25-years and annual escalators, at rates below what customers currently pay, requiring no upfront capital expenditure from the customer.

All shares of our common stock offered under this prospectus are being registered for the account of the selling securityholders and we will not receive any proceeds from the resale of the Shares by the selling securityholder.

We have never declared or paid any dividends on shares of our common stock. We anticipate that we will retain all of our future earnings, if any, for use in the operation and expansion of our business and do not anticipate paying cash dividends in the foreseeable future.

We cannot assure you that we will achieve or maintain profitability and our auditor has expressed substantial doubt about our ability to continue as a going concern.

As of December 31, 2025, we had $6.2 million in outstanding short-term borrowing.

On January 20, 2025 President Trump was inaugurated and his administration reduced the amount of ITCs or PTCs available to us and/or our tax equity partners.

For example, our prior subsidiary, Solis Bond Company DAC, breached all three financial covenants under its bond terms. As such, Solis was unable to fully repay the Solis Bond by its maturity date (as extended), and Solis’ bondholders transferred ownership of Solis and all of its subsidiaries to the bondholders. This resulted in the majority of our operating assets and related revenues being eliminated and are no longer able to book the associated EBITDA. This has had a material adverse effect on our results of operations, cash flows and financial condition.

On April 2, 2025, the U.S. President announced a 10% “baseline” reciprocal tariff on nearly all U.S. trading partners, effective April 5, 2025, and additional, higher reciprocal tariffs on specific countries, effective April 9, 2025. On April 9, 2025, the U.S. President paused the additional, higher tariffs on most countries for 90 days. However, the U.S. President raised the tariff on China. As of April 16, 2025, the 10% “baseline” reciprocal tariff applies to all countries other than China, Canada, Mexico, and countries listed under “Column 2” of the Harmonized Tariff Schedule of the United States, such as Russia and North Korea. As it pertains to the countries where we manufacture solar modules, the additional, country-specific tariffs would have applied to Vietnam, India, and Malaysia. If the additional, higher tariffs on imports from these countries go into effect, it would increase the costs of the solar modules manufactured in these countries with respect to our U.S. market.

On April 21, 2025, the USDOC announced the final determinations in the AD/CVD investigations, with final rates ranging from de minimis to over 3,400%, depending on the particular foreign producer.

On April 9, 2025, President Trump increased tariffs for Chinese goods to 125% and subsequently to 145%, while the tariffs announced on April 2, 2025 for all other countries was reduced to a baseline rate of 10% for the next 90 days.

The preliminary tariff rates vary from below 1% to almost 300%, depending on the relevant company.

The Company has a working capital deficiency and negative equity. Management has determined there is doubt about the Company’s ability to continue as a going concern if planned financing and/or equity raises do not complete.

Revenue for continuing operations decreased by $0.3 million for the year ended December 31, 2025 compared to the same period in 2024 as there were no revenue generating facilities in operation during 2025 following de-consolidation or sale of our utility operating parks as part of the group restructuring activities and refocus on microgrid energy facilities going forward.

Loss from continuing operations

(7,306 )

(24,754 ) ... Net income/(loss) for the period

$ (7,306 )

$ 21,078

On March 25, 2025, one of the Company’s subsidiaries, AEG MH02, entered into a Share Purchase Agreement with Alternus Energy Group Plc, a related party, for the sale of the entire issued share capital of Alt Spain Holdco S.l.u., including all of its subsidiaries: ALT Spain 03, S.L.U., ALT Spain 04, S.L.U. and New Frog Projects SL, for a total consideration of €10. In accordance with ASC 360, the Company removed the net assets of the disposal group and recognized a gain of $3.6 million upon closing the sale in March 2025. ... On May 7, 2025, the Company sold AEG MH 02 Limited (“MH02”) and all its subsidiaries to two buyers. In accordance with ASC 360, the Company removed the net assets of the disposal group and recorded a gain on the sale of approximately $11.9 million and removed approximately $18.3 million in debt and payables related to MH02’s activities.

Alternus Clean Energy, Inc. is a specialized energy transition platform dedicated to developing, owning, and operating decentralized, onsite clean energy solutions for commercial and industrial customers across the United States and the United Kingdom. The Company aims to deliver 24/7 energy independence to its customers through wind-powered microgrids and complementary energy technologies, that integrate compact wind turbines, solar, and battery storage, bypassing grid constraints and providing reliable, clean power directly at the point of consumption.

The Company's primary commercial vehicle is EverOn Energy, a joint venture formed with Hover Energy LLC, through which it develops and operates Wind Powered Microgrids™ for Blue-Chip Clients across four high-value verticals: big box retail, real estate, education, and manufacturing.

we have experienced recurring operating losses, generated negative cash flows from operations and have limited cash resources as of December 31, 2025 which, together with our current level of indebtedness, represent the existence of conditions that raise substantial doubt about our ability to continue as a going concern for twelve months from the issuance of this report, without additional financing.

Net loss for continuing operations decreased by $17.4 million for the year ended December 31, 2025 compared to the same period in 2024.

Cash and cash equivalents on the Consolidated Balance Sheets

$ 32

$ 161

On September 30, 2025, the Company entered into and closed a Securities Purchase Agreement (“SPA”) and a Joint Venture Operating Agreement (“JVOA”) with Hover Energy LLC (“Hover”), a Delaware company engaged in the business of developing, manufacturing and deploying distributed generation renewable energy projects featuring Hover wind powered generators together with varied generation and storage technologies (“Microgrid Projects”), pursuant to which Alternus sold a 49% interest in its subsidiary, EverOn Energy LLC (the “JV”) to Hover, and issued 20,000 shares of the Company’s Series B Convertible Preferred Stock (the “Series B”) to Hover, in exchange for which Hover contributed certain Microgrid Projects to the JV

On December 11, 2024, BESS LLC, a Delaware limited liability company and wholly owned subsidiary of the Company entered into an asset purchase agreement (the “APA”) with LiiON LLC (“LiiON”), a U.S.-based expert in advanced energy storage solutions, and closed on the acquisition of certain assets related to LiiON’s Battery Storage Business. ... Therefore, on May 1, 2025 the Company and its wholly owned subsidiary, BESS, LLC, entered into a Rescission and Release Agreement with LiiON (the “Rescission”) resulting in the unwinding of all consideration transferred and legal ownership.

On September 30, 2025, the Company entered into and closed a SPA and a JVOA with Hover, see Note 6. As part of the transaction, $5.15 million of capitalized costs, consisting of costs associated with various microgrid projects in the UK and US, previously capitalized under the Company's SAA with Hover formed part of the consideration for the transaction (i.e., the costs were subsumed into the acquisition).

On May 7, 2025, AEG MH02 was sold and the note was assumed by the buyers. See Footnote 16 for more information. The Company had principal outstanding of $16.5 million and $17.6 million as of May 7, 2025 and December 31, 2024, respectively. There is no balance due by the Company on this following the sale.

The Company recognized a loss on extinguishment of $3.2 million during the twelve months ended December 31, 2025, representing the excess of the fair value of the modified OID Convertible Note instruments over the carrying amount of the related convertible debt on July 1, 2025 (the date of the modification).

Because the Company received a delisting determination from the Nasdaq on February 10, 2025, the Escrow Agent disbursed the funds back to the Purchasers as provided below against cancellation of a proportional portion of each Purchaser’s Note (inclusive of original issue discount).

The Notes matured on April 23, 2025, have not been repaid as of December 31, 2025 and are therefore in default. Upon the occurrence of any Event of Default and at any time thereafter, the Purchasers shall have the right to exercise all of the remedies under the Notes. The Company has recorded $0.8 million in the financial statements to include the original issue discount and loss on debt issuance and has accrued $101,097 in default interest for the twelve months ended December 31, 2025.

On October 3, 2024, the Company completed the sale of Solis Bond Company DAC, a company formed under the laws of Ireland and an indirect wholly owned subsidiary of the Company, and its subsidiaries in Romania to Solis Trustee Special Vehicle Limited, the Solis Bondholders’ ownership vehicle, for €1 in accordance with the terms of the Solis Bonds, as amended. As a result of the sale, the Company eliminated approximately $112 million in debt and payables related to Solis activities and improved shareholders’ equity by approximately $51 million. Solis accounted for 98% of group revenues for the years ended December 31, 2024.

We have prepared this prospectus to allow the selling securityholders to sell or otherwise dispose of, from time to time, up to 157,140,000 shares of our common stock, which are comprised of (i) up to 6,840,000 Shares issuable upon the conversion of up to 684 shares of the Series E Convertible Preferred Stock, and (ii) up to 150,300,000 Shares issuable upon the conversion of up to 15,030 shares of the Series F Convertible Preferred Stock.

Each share of Series E has a face value of $1,000 and is convertible into shares of Common Stock at a conversion price of $0.10 per share, at the option of the holder at or after the issuance date. The Series E conversion price is subject to downward adjustment for a period of twelve months from the issuance date upon any dilutive issuance by the Company of Common Stock or convertible securities at a price below the then-effective conversion price. The Series E contains a beneficial ownership limitation of 4.99% of the outstanding Common Stock.

Each share of Series F has a face value of $1,000 and is subject to automatic conversion on the date determined by the Board of Directors, in its reasonable discretion, following the Company’s receipt of conditional listing approval from the national stock exchange on which the Common Stock is to be listed (the “Uplist”), which date shall be no fewer than five (5) business days and no more than ten (10) business days prior to the effective date of the Uplist. Each share of Series F shall convert into a number of fully paid and non-assessable shares of Common Stock equal to the value of each share ($1,000) divided by the closing price of the Company’s Common Stock on the day prior to the Conversion Date. The Series F contains a beneficial ownership limitation of 9.99% of the outstanding Common Stock.

The issuances were structured as follows: (a) four accredited investors that are current debt holders of the Company were issued a total of 2,980 shares of Series F in exchange for the extension of the long stop maturity dates on their respective promissory notes from September 3, 2026 to March 31, 2027; (b) two accredited investors that are current debt holders of the Company were issued a total of 600 shares of Series F in exchange for the extension of the maturity dates on their respective promissory notes from March 31, 2026 to December 31, 2026; (c) two accredited investors were issued a total of 2,990 shares of Series F as consideration for three-year appointments to the Company’s Advisory Board; (d) three accredited investors were issued a total of 4,470 shares of Series F in exchange for entering into consulting agreements for various services related to corporate finance, financial advisory services and business development services; (e) two accredited investors were issued a total of 1,750 shares of Series F as consideration for past services rendered related to financial and other business related advisory services; and (f) one accredited investor and current debt holder was issued 1,490 shares of Series F in exchange for the waiver and forgiveness of all accrued interest on the investor’s promissory note commencing from July 1, 2026 through and including the date of full repayment of such note.

under Section 7 of the Series F Certificate of Designation, the Company is required to file a registration statement on Form S-1 covering the resale of the Common Stock underlying the Series F within three months of the Original Issue Date, and to have such registration statement declared effective no later than thirty (30) days after filing in the event the Commission does not review the filing, with liquidated damages of 1% of the Subscription Amount per month (pro-rated for partial months) for failure to meet these deadlines

which report includes an explanatory paragraph about the existence of substantial doubt concerning the Company’s ability to continue as a going concern