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Fusion Fuel Green PLC Secures $25M Equity Line of Credit in Strategic Financing Move

$HTOO
Form 6-K
Filed on: 2025-01-13
Source
Fusion Fuel Green PLC Secures $25M Equity Line of Credit in Strategic Financing Move

Here are the key points extracted from the financial report (Form 6-K) of Fusion Fuel Green PLC:

  1. Company Overview:
  • Name: Fusion Fuel Green PLC
  • Location: Dublin, Ireland
  • SEC Commission File Number: 001-39789
  • Filing Date: January 10, 2025
  1. Equity Line of Credit:
  • Fusion Fuel Green PLC entered into an Ordinary Shares Purchase Agreement (CEFF Purchase Agreement) with an investor on January 10, 2025.
  • The agreement allows the company to sell up to $25 million of newly issued Class A ordinary shares, with the maximum amount subject to an "Exchange Cap."
  1. Conditions for Sale:
  • Sales under the agreement can only commence after specific conditions are met, including the effectiveness of a CEFF Registration Statement with the SEC.
  • The company retains control over the timing and amount of shares sold.
  1. Pricing Terms:
  • Shares can be sold at a price equal to the lesser of 92% of the closing sale price on the VWAP Purchase Date or the volume-weighted average price during the trading period on that date.
  • Additional adjustments may apply based on the lowest trade price on the Clearing Date.
  1. Shareholder Approval:
  • The company cannot issue more than 19.99% of its outstanding shares under the agreement without obtaining shareholder approval or meeting certain pricing conditions.
  1. Commitment Shares and Fees:
  • Upon execution of the agreement, the company will issue 486,117 Class A Ordinary Shares as "Commitment Shares" to the purchaser.
  • The company is also required to pay the purchaser $25,000 for expenses.
  1. Use of Proceeds:
  • The company will allocate 25% of gross proceeds from any sales under the agreement to pay down existing obligations.
  1. Termination Conditions:
  • The agreement will terminate upon reaching $25 million in purchases, the expiration of registration statements, or upon mutual consent.
  • Either party can terminate the agreement under certain conditions, including material adverse effects.
  1. Registration Rights:
  • The CEFF Registration Rights Agreement requires the company to file registration statements with the SEC within specified deadlines to cover the resale of shares.
  1. Forward-Looking Statements:
    • The report includes caution regarding forward-looking statements that involve risks and uncertainties, highlighting that actual results may differ from expectations.

This summarizes the crucial aspects of the financing arrangement and other related agreements, providing insight into the company's capital-raising strategy and regulatory compliance obligations.