UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 10, 2021
GENIE ENERGY LTD.
(Exact name of registrant as specified in its charter)
| Delaware | | 1-35327 | | 45-2069276 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
520 Broad Street Newark, New Jersey | | 07102 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (973) 438-3500
Not Applicable
(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)-2 of the Exchange Act:
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Class B common stock, par value $.01 per share | | GNE | | New York Stock Exchange |
| Series 2012-A Preferred stock, par value $.01 per share | | GNE.PRA | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company 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 ☐
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. ☐
As previously disclosed in the Quarterly Report on Form 10-Q of Genie Energy Ltd. (the “Company”) for the quarter ended March 31, 2021, filed on May 7, 2021 with the Securities and Exchange Commission, on April 26, 2021, a subsidiary of the Company entered into an Equity Purchase Agreement with Hanhwa Q Cells Japan Co., Ltd. (“Hanhwa”) providing for the sale of the equity interests in Genie Japan to Hanhwa. The sale was consummated on May 10, 2021. Hanwha paid ¥570.0 million (equivalent to approximately $5.2 million on the closing date) and assumed the obligation to repay Genie Japan’s existing credit facility in an amount of approximately ¥150.0 million (equivalent to approximately $1.38 million on the closing date).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | GENIE ENERGY LTD. |
| | | |
| | By: | /s/ Michael Stein |
| | | Name: Michael Stein |
| | | Title: Chief Executive Officer |
Dated: May 12, 2021
2
