Item 1.01.Entry into a
Material Definitive Agreement.
On February 20, 2023, Versa Power Systems Ltd. (“Versa”), a wholly
owned subsidiary of FuelCell Energy, Inc. (“Company”), and
52nd Street
Business Centre LP, by its General Partner, 52nd Street
Business Centre GP Inc. (the “Landlord”) entered into a Lease
Expansion and Amending Agreement – Short Term (the “Lease Expansion
and Amendment”) to the existing lease between the parties, which
was originally entered into on May 20, 2005 by the Landlord’s
predecessor in interest, Westpen Properties Ltd., amended on April
20, 2006, renewed on November 11, 2010, extended and amended on
October 29, 2013, November 9, 2016, and January 10, 2020, and
expanded, extended and amended on January 5, 2023 (as amended by
all amendments, renewals, extensions, and expansions, including the
Lease Expansion and Amendment, the “Lease”) and which relates to
the premises comprised of approximately 32,000 square feet located
at 4800 – 52nd Street
SE, Calgary, Alberta, Canada (the “Original Premises”) and
currently used as an office, research and development center and
cell stack manufacturing facility for the Company’s solid oxide
platform. As previously reported, in January 2023, Versa and the
Landlord extended the term of the Lease through September 30, 2028
and expanded the space to be leased by Versa under the Lease to
include an additional space located at the same address and
consisting of approximately 48,000 square feet (the “Additional
Premises”). The Lease Expansion and Amendment includes a corrected
Schedule A to such January 2023 Lease Expansion, Extension and
Amending Agreement, which corrects a mistake in the pictorial
identification of the Additional Premises and replaces the original
Schedule A. The Additional Premises will be used to accelerate
research and development efforts, create additional manufacturing
capacity for solid oxide fuel cell stacks and establish a center of
excellence for solid oxide cell and stack research and
manufacturing supporting hydrogen generation, hydrogen power
generation, long duration hydrogen storage, and multi-fuel
distributed power generation.
Under the Lease Expansion and Amendment, the parties agreed to
further expand the space to be leased by Versa under the Lease to
include, on a short-term basis, an additional space located at the
same address and consisting of approximately 18,627 square feet
(the “Temporary Premises”), on the same general terms and
conditions as contained in the Lease for the Original Premises and
the Additional Premises. Subject to the Landlord’s ability to
obtain vacant possession of the Temporary Premises on March 31,
2023, the term of the Lease with respect to the Temporary Premises
will commence on April 1, 2023 and expire on July 31, 2024. The
Temporary Premises is expected to be used for short term expansion
of solid oxide fuel cell and stack production and commissioning of
newly purchased production equipment.
As of February 20, 2023, the Temporary Premises was occupied by a
third party pursuant to a lease that expires on March 31, 2023.
The Landlord has agreed to use commercially reasonable
efforts to obtain vacant possession of the Temporary Premises on
March 31, 2023. However, under the terms of the Lease
Expansion and Amendment, the Landlord will not be responsible for
any liabilities, losses, costs, damages or expenses whatsoever
resulting from a delay in obtaining vacant possession of the
Temporary Premises, and, in the event of such a delay, the
commencement of the lease term with respect to the Temporary
Premises will be delayed by a corresponding number of days until
the day immediately following the date on which the Landlord
obtains vacant possession of the Temporary Premises.
Under the Lease Expansion and Amendment, beginning on April 1,
2023, Versa is obligated to pay annual base rent for the Temporary
Premises of approximately $149,000 CAD per year. Versa will also be
responsible for its proportional share of operating expenses, real
estate taxes and other charges with respect to the Temporary
Premises, as provided for in the Lease.
The foregoing description of the Lease Expansion and Amendment is
qualified in its entirety by reference to the full text of the
Lease Expansion and Amendment and the Lease, copies of which will
be filed as exhibits to the Company’s Quarterly Report on Form 10-Q
for the fiscal quarter ended January 31, 2023.
Cautionary Note
Regarding Forward-Looking Statements
This Current Report on Form 8-K
contains forward-looking statements within the meaning of the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995 regarding future events or our future performance that
involve certain contingencies and uncertainties. The
forward-looking statements include, without limitation, statements
with respect to the Company’s
plans and expectations regarding the continuing development and
commercialization of its current and future fuel cell technologies,
the Company’s business plans and strategies, including with respect
to the acceleration of its research and development efforts and the
establishment of a center of excellence, and the expected timing of
commencement of the term of the Lease with respect to the Temporary
Premises. These forward-looking statements are not guarantees of
future performance, and all forward-looking statements are subject
to risks and