Alternus Sets a 1-for-2,500 Reverse Split That Will Leave About 290 Common Shares Outstanding

by Renée Delacroix · August 19, 2026

Senior Analyst, The MicroCap Herald

Alternus Clean Energy, Inc. said Wednesday it will effect a 1-for-2,500 reverse stock split of its common stock at 12:01 a.m. Eastern time on Thursday, August 20, 2026. The release states that the roughly 724,658 common shares outstanding will be consolidated into approximately 290 shares, and that the authorized share count and par value are not being changed. The stock trades over the counter and will carry the temporary symbol "ALCED" for twenty trading days before moving to "ADIS," against a new CUSIP of 02157G 408.

The company gave as its rationale raising the per-share trading price to meet minimum bid price requirements for a national exchange listing and broadening its appeal to institutional investors. No exchange application, conditional approval or filing date was disclosed, and no timetable for one.

This is the company's third reverse split in less than two years, and the ratios have escalated by orders of magnitude. A release furnished to the SEC on October 9, 2024 announced a 1-for-25 split effective October 11, 2024, taking about 87,288,070 shares to about 3,491,522 while the stock still traded on the Nasdaq Capital Market. A second release, furnished September 3, 2025, announced a 1-for-200 split effective September 5, 2025, taking about 138,056,533 shares to about 690,282, by then on OTCQB. Multiplying the three ratios gives a cumulative consolidation of 12,500,000 to one across 22 months.

The share counts tell the rest of the story. The 1-for-25 left about 3.49 million shares in October 2024; eleven months later the count going into the 1-for-200 was about 138.06 million. That split left about 690,282 shares in September 2025, and the count entering Thursday's split is 724,658 — dilution of only about 34,000 shares, because the instrument doing the diluting has not converted yet.

That instrument is preferred stock, and its scale is documented in a definitive information statement on Form DEF 14C filed August 3, 2026. As of a July 9, 2026 measuring date, the company had 21,150 Series B preferred shares convertible into 211,500,000 common shares, 6,015 Series C convertible into 60,150,000, 9,733 Series D convertible into 97,330,000 and 684 Series E convertible into 6,840,000, all at a stated $0.10 per share and totaling 375,820,000 common shares. The same filing put common outstanding at 724,658 as of the June 16, 2026 record date and calculated the Nasdaq Rule 5635(d) exchange cap of 19.99% at 144,859 shares.

A registration statement on Form S-1 filed August 5, 2026 adds a further layer, registering 157,140,000 common shares for resale: 6,840,000 underlying the Series E already counted above, plus 150,300,000 underlying 15,030 shares of a newer Series F. Per that filing, 750 Series F shares were purchased for a $1,000,000 subscription and 14,280 were issued for services, debt extensions and debt forgiveness. Series F conversion is tied to a board-selected date following conditional approval of a national exchange listing, placing it directly downstream of the relisting effort the split is meant to serve.

Setting the two filings side by side and removing the Series E overlap — the S-1's 157,140,000 shares comprise 6,840,000 underlying Series E, already inside the DEF 14C total, plus 150,300,000 underlying Series F — the disclosed conversion overhang is 375,820,000 plus 150,300,000, or 526,120,000 common shares on pre-split terms. Wednesday's release does not state how the conversion prices or ratios of any preferred series adjust for the split, and that omission matters. Under the customary but here unconfirmed assumption that those terms adjust proportionately — that is, dividing 526,120,000 by 2,500 — the overhang becomes the post-split equivalent of about 210,448 shares. Set against the roughly 290 shares outstanding Thursday morning, that would leave existing common holders with 290 of 210,738 shares, or about 0.14 percent of the fully converted company. Those are the desk's own calculations applied to the company's disclosed figures under an assumption Alternus has not confirmed, not figures the company published.

The Form 10-Q for the six months ended June 30, 2026, filed August 14, reports cash of $1.072 million, a working capital deficit of $27.506 million and a net loss of $3.479 million for the six-month period, on no revenue. Management disclosed substantial doubt about the company's ability to continue as a going concern, citing recurring losses, negative operating cash flow, limited liquidity, no revenue generation and assets pledged against debt. The filing also describes term sheets for up to $20.0 million in preferred equity and a preliminary agreement for an equity line of up to $50.0 million, both subject to conditions precedent and neither of which is committed capital.

Control of the company is not in public hands. The August 3 information statement states that Vincent Browne, who serves as chief executive, interim chief financial officer and chairman of the board, held approximately 99.9% of voting power through 75,000 common shares and 60,000 shares of Series A Super Voting Preferred Stock carrying 600,000,000 votes. The actions in that statement, including the change of name to Aedis Energy Inc. and pre-approval of issuances above the 19.99% cap, were taken by written consent rather than at a meeting and become effective twenty calendar days after delivery to shareholders. Public shareholders did not vote on them.

The fractional share mechanic deserves separate attention. The release states that fractional interests will be cashed out by reference to the closing price on the last trading day before the effective date. At a 1-for-2,500 ratio, any holder of fewer than 2,500 pre-split shares receives no post-split share at all and is cashed out entirely. With the stock last quoted at $0.06 on StockTitan's ALCE page on August 19, a position of 2,000 shares was worth about $120 at that quote; what such a holder actually receives turns on whether the closing price used in the fractional calculation is adjusted for the split, which the disclosure available to this desk does not make clear. On the same quote, the 724,658 common shares outstanding carry an aggregate market value on the order of $43,000.

The risks are easy to enumerate because the company has disclosed most of them itself. There is stated going-concern doubt, with roughly $1.07 million of cash against a working capital deficit of about $27.5 million as of June 30. There is a preferred overhang whose disclosed conversion capacity of 526,120,000 shares exceeds the 724,658 common shares outstanding by a factor of about 725, with Series C and D carrying down-round anti-dilution protection at $0.10 per share according to the S-1, meaning further issuances below that price increase the shares those series receive. There is 99.9% voting control in a single officer, no committed financing, and a relisting that on the present record is an intention rather than a pending application.

A final point of tense discipline: as of Wednesday evening the split had been announced and dated, not effected. It takes effect at 12:01 a.m. Eastern on Thursday, August 20. The name change to Aedis Energy Inc. was approved by written consent on August 3 and is contingent on filing a certificate of amendment in Delaware, and the ADIS symbol does not attach until after the twenty-trading-day period under ALCED.