New Fortress Energy Inc.
01/10/2025 | Press release | Distributed by Public on 01/10/2025 15:31
Private Placement Form 8 K
Item 3.02. Unregistered Sales of Equity Securities.
On January 6, 2025, New Fortress Energy Inc. (the "Company") received a conversion notice from a holder of its 4.8% SeriesB Convertible Preferred Stock (the "Preferred Stock") with respect to 20,000 shares of the Preferred Stock requiring the delivery of 2,208,612 shares of the Company's Class A common stock, par value $0.01 per share (the "Shares") by January 21, 2025. The Company had previously delivered 1,673,674 Shares on January 3, 2025 upon conversion of 15,000 shares of the Preferred Stock converted by the same holder. The remaining 61,746 shares of Preferred Stock are convertible into up to an aggregate of 6,895,873 Shares.
The issuance of Common Stock will be made pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 3(a)(9) of the Securities Act, on the basis that the exchange constituted an exchange with an existing holder exclusively in a privately negotiated transaction where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.