UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of ~~the~~The Securities Exchange Act of 1934

~~December~~Date 20of Report (Date of earliest event reported) April 14, ~~2019~~2020

Date of Report (Date of earliest event reported)

ALTERNUS ENERGY INC.

(Exact name of registrant as specified in its charter)

Nevada	000-56085	46-4996419
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One World Trade Center, Suite 8500

New York, NY 10007

(Address of principal executive offices)

(212) 220-7434

(Registrant’s telephone number, including area code)

~~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:~~N/A

(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):

¨	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))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

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

Common stock, $0.001 par value per share

(Title of class)

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 x

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 28.01 ~~Completion~~Other ~~of Acquisition or Disposition of Assets~~Events.

~~On December 20, 2019, AEN 01 BV (“Buyer”), a Netherlands company and a wholly~~45-~~owned~~day ~~subsidiary~~Extension of Alternus Energy Inc. (“ALTN”), completed the acquisition of an 11.75 MW ground-mounted solar photovoltaic (PV) power plant in Rilland, the Netherlands (the “Project”) from Coöperatie Unisun Energy U.A., a Netherlands corporation (“Seller”) for €10.5 million (approximately $11.8 million) plus a working capital adjustment (“Purchase Price”). The Purchase Price includes the assumption of a third-party senior bank debt facility in the amount of €7.2 million (approximatey $8.1 million), that amortizes equally over the next 14 years. In addition to ~~the~~File ~~Purchase~~Annual ~~Price,~~Report ~~the Seller will be entitled to receive additional consideration from ALTN of up to a maximum of €500,000 (approximately $560,000) in the form of an earn-out payment based~~ on ~~net~~Form ~~cash proceeds to equity received over and above a set annual power output of~~ 10~~,865 MwH.~~-K

~~The~~On ~~Project~~March ~~has~~4, ~~been~~2020, ~~operational~~the ~~since~~U.S. ~~January~~Securities ~~2019~~ and ~~enjoys~~Exchange aCommission ~~15-year~~(the ~~government~~“Commission”) ~~counterparty~~issued ~~‘Feed~~an order under Section 36 (Release No. 34-~~in-Tariff’~~88318) of the Securities Exchange Act of 1934 (“~~FiT~~Exchange Act”) ~~contract~~granting atexemptions ~~fixed~~from ~~sales~~specified ~~prices,~~provisions inof ~~addition~~the toExchange aAct ~~Power~~and ~~Purchase~~certain ~~Agreement~~rules thereunder (the “~~PPA~~Order”). ~~with~~The Order provides that a ~~local~~registrant ~~energy~~(as ~~operator.~~defined ~~The~~in ~~combined~~Exchange ~~contracts~~Act ~~provide~~Rule ~~long~~12b-~~term~~2)subject ~~predictable~~to ~~positive~~the ~~cash~~reporting ~~flows~~requirements of Exchange Act Section 13(a) or 15(d), and any person required to ~~Alternus.Based~~make onany ~~current~~filings ~~energy~~with ~~production~~respect ~~Rilland~~to such a registrant, is ~~expected~~exempt from any requirement to ~~add~~file ~~approximately~~or ~~$1.4~~furnish ~~million~~materials with the Commission under Exchange Act Sections 13(~~€1.2~~a), ~~million~~13(f), in13(g), ~~annual~~14(a), ~~revenues~~14(c), 14(f), 15(d) and Regulations 13A, Regulation 13D-G (except for atthose ~~least~~provisions 15mandating ~~years~~the atfiling ~~average~~of ~~75%~~Schedule ~~gross~~13D ~~margins~~or amendments to ~~Alternus~~Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules 13f-1, and 14f-1, as applicable, where certain conditions are satisfied.

~~The~~Alternus ~~acquisition~~Energy ~~was pursuant to a Share Purchase Agreement dated July 29, 2019, entered into by PCG HoldCo UG, another wholly owned subsidiary of ALTN, the Seller and Zonnepark Rilland B~~Inc.~~V.,~~ ~~as addended to, and assigned to~~ (the ~~Buyer, on December 20, 2019 (~~“~~Purchase Agreement~~Company”). ~~This~~is ~~description~~furnishing ofthis ~~the~~Current ~~Purchase~~Report ~~Agreement~~on ~~does~~Form ~~not~~8-K ~~purport~~ to beindicate ~~complete and is qualified in~~ its ~~entirety~~reliance byon ~~reference to~~ the ~~full~~Order ~~text~~in ofconnection ~~the~~with ~~Purchase Agreement included as Exhibit 10.34 to~~ the Company’s ~~Amendment~~Annual ~~No.~~Report 1on ~~to its~~ Form 10-K ~~filed~~for ~~November~~the 6,year ~~2019,~~ended ~~and its Addendum dated~~ December 2031, 2019, isas ~~filed~~a asresult anof ~~exhibit~~the ~~hereto~~circumstances set forth below.

The ~~Buyer~~Company’s ~~funded~~key ~~€1.85~~financial ~~million~~personnel ~~(approximately~~and ~~$2.1~~outside ~~million)~~service ofproviders ~~the~~important ~~Purchase~~to ~~Price through~~ the ~~issuance~~development of aits ~~€2.15~~financial ~~million~~statements ~~bond~~currently ~~(approximately~~are ~~$2.4~~on ~~million)~~“lock-down” ~~issued~~orders toor an“shelter ~~accredited~~in ~~investor,~~place” ~~bearing~~recommendations ~~interest~~due atto ~~8%, amortizing over 8 years and secured by collateral, including~~ the ~~shares~~COVID-19 ofpandemic ~~the~~or ~~Buyer,~~are asotherwise ~~further~~displaced ~~described~~due into the ~~Bond~~COVID-19 ~~Subscription Agreement, the Call Option Agreement and the Security Agreement, filed as exhibits hereto~~pandemic. ~~ALTN~~As ~~incurred~~a ~~approximately~~result ~~$0.6~~of ~~million in transaction fees related to~~ the ~~acquisition,~~travel ~~some~~and ofwork ~~which~~restrictions ~~were~~stemming ~~paid~~ from the ~~proceeds~~COVID-19 ofpandemic, the ~~Bond~~Company ~~Subscription~~is ~~Agreement.~~unable ~~Additionally, ALTN issued a €1.7 million (approximately $1.87 million) loan~~ to ~~the~~develop ~~Seller~~and ~~which~~complete isfinancial ~~due~~records byneeded ~~January~~for ~~31, 2020 (~~the ~~“Loan”),~~Company ~~pursuant~~ to file a ~~Loan~~timely ~~Agreement by~~ and ~~among~~accurate ~~the~~Annual ~~Seller,~~Report ~~the~~on ~~Buyer~~Form ~~and~~10-K ~~ALTN,~~for ~~filed~~its asyear anended ~~exhibit~~December ~~hereto. If ALTN does not repay the Loan by February 1~~31, ~~2020~~2019, ~~the~~by ~~investor has~~ the ~~right~~prescribed ~~under~~date ~~the~~without ~~Call~~undue ~~Option~~hardship ~~Agreement~~and toexpense ~~require ALTN~~ to ~~sell~~ the ~~shares of Buyer to the investor in exchange for the total amount of the Loan~~Company.

~~The description of the agreements above are qualified in their entirety by reference to the full text of the Agreements filed as Exhibits hereto~~Accordingly, which are incorporated herein by reference. The Agreements have been included as exhibits to this Supplemental Report to provide investors and security holders with information regarding its terms and conditions. It is not intended to provide any financial or other information about the parties to the agreements or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in ~~the~~reliance ~~Agreement are made only for purposes of that agreement and as of specific dates, are solely for the benefit of the parties to the Agreements, may be subject to limitations agreed~~ upon by the ~~parties~~Order, ~~including being qualified by confidential disclosures made for~~ the ~~purposes~~Company ofexpects ~~allocating contractual risk between the parties instead of establishing these matters as facts, and may be subject~~ to ~~standards~~file ofits ~~materiality~~Annual ~~applicable~~Report ~~to the parties that differ from those applicable to investors. Investors should not rely~~ on ~~the~~Form ~~representations,~~10-K ~~warranties~~within ~~and~~45 ~~covenants~~days or any description thereof as characterizations of the actual state of facts or condition of the parties to the Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after ~~the~~March ~~date of the Agreement~~30, ~~and such subsequent information may not be fully reflected in public disclosures by the parties to the Agreement~~2020.

~~Item~~Risk ~~9.01 Financial Statement and Exhibits.~~Factors

To“Our ~~the~~business ~~extent~~operations ~~financial~~have ~~statements~~been ~~are required to be filed under Item 9.01(a)~~ and ~~pro~~may ~~forma~~continue ~~financial information is required~~ to be ~~filed~~materially ~~under~~and ~~Item~~adversely ~~9.01(b),~~affected ~~they will be filed~~ by anthe ~~amendment~~outbreak toof ~~this Current Report on Form 8-K no later than 71 days after~~ the ~~date~~novel onrespiratory ~~which~~illness ~~this~~coronavirus ~~Current Report on Form 8~~(“COVID-~~K is required to be filed~~19”).

~~(d) Exhibits~~On March 11, 2020, the World Health Organization declared the outbreak of the novel respiratory illness COVID-19 a pandemic.The new strain of COVID-19 is considered to be highly contagious and poses a serious public health threat.The outbreak of COVID-19emerged in China and spread to Europe, where we have significant operations. We generate our revenue from the sale of electricity from our solar parks in Italy, Germany, and Romania.

Exhibit No.		Description
10.1		Addendum to the Share Purchase Agreement dated December 20, 2019 by and among PCG_HoldCo UG, AEN 01 BV, Coöperatie Unisun Energy U.A. and Zonnepark Rilland B.V.
10.2		Bond Subscription Agreement dated December 20, 2019
10.3		Security Agreement dated December 20, 2019
10.4		Call Option Agreement dated December 20, 2019
10.5		Loan Agreement by and among AEN 01 BV, Alternus Energy Inc. and Coöperatie Unisun Energy U.A. dated December 20, 2019

Any outbreak of such epidemic illness or other adverse public health developments may materially and adversely affect the global economy, our markets and our business. A prolonged disruption or any further unforeseen delay in our operations in Europe could continue to result in delays in theincreased costs and reduced revenue from our operations.

2We cannot foresee whether the outbreak of COVID-19 will be effectively contained, nor can we predict the severity and duration of its impact. If the outbreak of COVID-19 is not effectively and timely controlled, our business operations and financial condition may be materially and adversely affected as a result of the deteriorating market outlook, the slowdown in regional and national economic growth, weakened liquidity and financial condition of our customers or other factors that we cannot foresee. Any of these factors and other factors beyond our control could have an adverse effect on the overall business environment, cause uncertainties in the regions where we conduct business, cause our business to suffer in ways that we cannot predict and materially and adversely impact our business, financial condition and results of operations.”

~~SIGNATURES~~Forward-Looking Statements

~~Pursuant~~Statements toin this Current Report on Form 8-K are “forward-looking statements” as the ~~requirements~~term is defined under applicable securities laws. These statements include the anticipated timing of the ~~Securities~~filing of Company’sannual statement under the Exchange Act; the expected impact of ~~1934~~the COVID-19 virus outbreak on the Company’s financial reporting capabilities and its operations generally and the potential impact of such virus on the Company’s customers, asdistribution ~~amended~~partners, advertisers and production facilities and other third parties. These and other forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those statements. Such risks and uncertainties are, in many instances, beyond the ~~registrant~~Company’s ~~has~~control. ~~duly~~Forward-looking ~~caused~~statements, which are presented as of the date of this ~~report~~filing, towill not be ~~signed~~updated onto ~~its~~reflect ~~behalf~~events byor circumstances after the ~~undersigned~~date ~~hereunto~~of ~~duly~~this ~~authorized~~statement except as required by law.

	Alternus Energy Inc.
Date: December 27, 2019	By:	/s/ Vincent Browne
	Name:	Vincent Browne
	Title:	Chief Executive Officer

3SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Alternus Energy Inc. (Registrant)

Date: April 14, 2020	By:	/s/ Vincent Browne
	Name:	Vincent Browne
	Title:	Chief Executive Officer

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