FuelCell Energy Inc (FCEL)

[Maximilliano]

8k update on FCEL/SEC ATM violation

Paraphrased

SEC Staff informed FCEL they will recommend SEC charge FCEL with violating Section 5(b) of the Securities Act in connection with ATM sales 2005 -2017, seeking an order requiring FCEL to cease and desist from committing any future violations of Section 5(b) but not seeking any penalty. This violation disqualifies FCEL from further ATM's.

FCEL reached an agreement in principle with SEC Staff to settle this proceeding on the basis of entry of such an order, without admitting or denying the finding of the SEC.

Settlement is subject to SEC approval and final terms are subject to change. FCEL will submit an application to the SEC for a waiver regarding disqualification, and FCEL's agreement to the settlement is conditioned upon receipt of such waiver. There is no assurance the waiver will be granted.

Purchasers of shares sold without filing or prospectus supplements 2005-2017 may have rescission rights or claims for damages. FCEL's insurance may not cover it all depending on the magnitude of claims, if any, and this could potentially have an adverse affect on FCEL's business.

https://www.sec.gov/Archives/edgar/data/886128/000156459020015607/fcel-8k_20200407.htm