Form 8-K - Current report

0000886128false00008861282024-01-312024-01-31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 31, 2024

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FUELCELL ENERGY, INC.

(Exact Name of Registrant as Specified in its Charter)

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Delaware	​	1-14204	​	06-0853042
(State or Other Jurisdiction of Incorporation)	​	(Commission File Number)	​	(IRS Employer Identification No.)
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​	​	3 Great Pasture Road, Danbury, Connecticut	​	06810
​	​	(Address of Principal Executive Offices)	​	(Zip Code)

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Registrant’s telephone number, including area code: [phone]

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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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:

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	​	Trading Symbol(s)	​	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	​	FCEL	​	The Nasdaq Stock Market LLC (Nasdaq Global Market)

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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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In support of the relationship between FuelCell Energy, Inc. (the “Company”) and ExxonMobil Technology and Engineering Company (f/k/a ExxonMobil Research and Engineering Company) (“EMTEC”) under the Joint Development Agreement dated November 5, 2019 and amended on October 29, 2021, April 29, 2022, December 19, 2022 and August 25, 2023 (the “JDA”), on January 31, 2024, the Company received a binding purchase order from Esso Nederland B.V. (“Esso”), an affiliate of Exxon Mobil Corporation (“ExxonMobil”) and EMTEC, for fuel cell modules as well as engineering, procurement, fabrication, testing and delivery services required for the construction and implementation of the modular point source carbon capture pilot plant at the Esso Rotterdam Manufacturing Complex. This purchase order provides the funding required by the Company to complete the manufacturing, engineering and other work to support the pilot project through start-up at the project site.

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This pilot project will be a full-scale commercial prototype of the modules expected to be used in large scale systems for industrial and commercial point source carbon capture applications. The modular design of this system enables the technology to be deployed at a wide range of locations, operate at high efficiency, and we believe will advance business goals at hard to decarbonize industrial and commercial applications. The modules to be used in this commercial demonstration project will use carbonate fuel cells to efficiently capture and concentrate carbon dioxide streams. In this pilot project, combustion exhaust from an external source, a flue stream, will be directed to the fuel cell, which will electrochemically react fuel and air to produce power, while capturing and concentrating carbon dioxide for utilization or permanent storage. ExxonMobil has previously announced its intent to transport captured CO₂ from this project via the Porthos project for permanent storage under the North Sea.

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Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding future events or the Company’s future performance that involve certain contingencies and uncertainties. The forward-looking statements include, without limitation, statements with respect to the Company’s plans and expectations regarding the continuing development and commercialization of its carbon capture technology, the Company’s expectations regarding the construction of a pilot project and the funding required for such project, the markets in which the Company expects to operate, the expected demand for the Company’s technology and products, and the expected capabilities of and uses for the Company’s technology and products. These forward-looking statements are not guarantees of future performance, and all forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Factors that could cause such a difference include, without limitation, the risks set forth in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2023. The forward-looking statements contained herein speak only as of the date of this Current Report on Form 8-K. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statement contained herein to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based.

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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: February 6, 2024	By:	/s/ Michael S. Bishop
​	​	Michael S. Bishop
​	​	Executive Vice President, Chief Financial Officer, and Treasurer

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Document and Entity Information	Jan. 31, 2024
Cover [Abstract]
Entity Registrant Name	FUELCELL ENERGY, INC.
Entity Central Index Key	0000886128
Document Type	8-K
Document Period End Date	Jan. 31, 2024
Amendment Flag	false
Entity Emerging Growth Company	false
Entity File Number	1-14204
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	06-0853042
Entity Address, Address Line One	3 Great Pasture Road
Entity Address, City or Town	Danbury
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06810
City Area Code	203
Local Phone Number	825-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Security Exchange Name	NASDAQ
Trading Symbol	FCEL

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