FUELCELL ENERGY INC

Part I, Item 1A, “Risk Factors” of our most recently filed Annual Report on Form 10-K for the fiscal year ended October 31, 2023, filed with the Securities and Exchange Commission on December 19, 2023 (the “2023 Annual Report”), sets forth information relating to important risks and uncertainties that could materially adversely affect our business, financial condition and operating results. Those risk factors continue to be relevant to an understanding of our business, financial condition and operating results and, accordingly, you should review and consider such risk factors in making any investment decision with respect to our securities. The following risk factors are being provided to supplement and update the risk factors set forth in Part I, Item 1A, “Risk Factors” of the 2023 Annual Report.

If we do not meet the continued listing standards of The Nasdaq Global Market, our common stock could be delisted from trading, which could limit investors’ ability to make transactions in our common stock and subject us to additional trading restrictions.

Our common stock is listed on The Nasdaq Global Market, which imposes continued listing requirements with respect to listed securities, including a minimum bid price requirement. On May 31, 2024, we received written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying us that we are not in compliance with Nasdaq Listing Rule 5450(a)(1) because the closing bid price of our common stock was below the required minimum of $1.00 per share for the previous 30 consecutive business days. In accordance with Nasdaq Listing Rules, we have a period of 180 calendar days, or until November 27, 2024, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of 10 consecutive business days during this 180 calendar day period. If we do not regain compliance with Nasdaq Listing Rule 5450(a)(1) by November 27, 2024, we may be eligible for an additional 180 calendar day compliance period if we transfer the listing of our common stock to The Nasdaq Capital Market. To qualify, we would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards of The Nasdaq Capital Market, with the exception of the minimum bid price requirement, and would need to provide written notice of our intention to cure the minimum bid price deficiency during the second compliance period by effecting a reverse stock split if necessary. As part of its review process, Nasdaq Staff would make a determination of whether they believe we will be able to cure this deficiency. If Nasdaq Staff concludes that we will not be able to cure the deficiency, or if we determine not to submit a transfer application or make the required representation, Nasdaq will provide notice that our common stock will be subject to delisting.

There can be no assurance, however, that we will be able to regain compliance with the minimum bid price requirement or that we will otherwise maintain compliance with other Nasdaq listing requirements. If we fail to regain and maintain compliance with the minimum bid price requirement or to meet the other applicable continued listing requirements in the future and Nasdaq determines to delist our common stock, the delisting could adversely affect the market price and liquidity of our common stock, reduce our ability to raise additional capital and result in operational challenges and damage to investor relations and market reputation.

If we elect to implement a reverse stock split to regain compliance with the Nasdaq continued listing requirements, such reverse stock split could have a materially adverse effect on our business.

In the event that we are unable to regain compliance with Nasdaq Listing Rule 5450(a)(1) through other methods, we may implement a reverse stock split in order to do so. In order to effect a reverse stock split, we would need to submit a reverse stock split proposal for approval by our stockholders. However, even if our stockholders approve such a proposal and a reverse stock split is effected, there can be no assurance that we will be successful in regaining compliance with the minimum bid price requirement or that we would be able to satisfy all other continued listing requirements of The Nasdaq

Global Market and maintain the listing of our common stock on The Nasdaq Global Market. In addition, there are a number of risks associated with implementing a reverse stock split, including, without limitation:

There can be no assurance that a reverse stock split would be approved by our stockholders or that the implementation of a reverse stock split would allow us to prevent the delisting of our common stock from The Nasdaq Global Market, and it could have a materially adverse effect on our business.