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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): August 31, 2026

 

AEDIS ENERGY INC.

(Exact name of registrant as specified in its charter)

 

 

 

(212) 739-0727

(Registrant’s telephone number, including area code)

 

Alternus Clean Energy, Inc.

(Former name or former address, if changed since last report)

 

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 (see General Instruction A.2. below):

 

 

Securities registered pursuant to Section 12(b) of the Act: None

 

 

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. ☐

 

 

Item 3.02 Unregistered Sales of Equity Securities.

 

On September 1, 2026, Aedis Energy Inc., a Delaware corporation (the “Company”), issued an aggregate of 4,000 shares of restricted common stock to the Company’s Board of Directors (the “Board”) as compensation for past service on the Company’s Board and its Committees, as applicable, in the amounts as follows: 1,000 shares each to VestCo I Corp (owned and controlled by Vincent Browne) and John Thomas; 500 shares each to Rolf Wikborg, Tone Bjornov, Mighty Sky LLC (owned and controlled by Aaron Ratner) and Nicholas Parker.

 

The offer, sale and issuance of the shares of restricted common stock were made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder. Each of the recipients represented that it is an “accredited investor” as defined in Rule 501(a) of Regulation D. No general solicitation or advertising was used in connection with the offer or sale of the shares.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Resignation of Chief Legal Officer

 

On August 31, 2026, Taliesin Durant, the Company’s Chief Legal Officer, resigned, effective September 11, 2026. Ms. Durant had served as the Company’s Chief Legal Officer since December 22, 2023. After September 11, 2026, Ms. Durant will be available to the Company on an as needed basis to provide further transitional assistance.

 

Ms. Durant has advised the Company that her decision to step down from the role of Chief Legal Officer was not based on any disagreement with the Company on any matter relating to its operations, policies or practices.

 

 

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.