Business Context and Reporting Period
Company: Ellomay Capital Ltd.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: June 22, 2026
Context: The filing announces a court petition submitted to the Israeli District Court in Tel Aviv to convene a meeting of Series D Convertible Debenture holders. The purpose is to seek approval for a reduction in the conversion price of these debentures.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, or operating margins. The document focuses exclusively on a specific capital structure event regarding Series D Convertible Debentures.
- Series D Debentures Maturity: December 31, 2026
- Current Conversion Price: NIS 165 (approx. $55.7) per share
- Proposed Conversion Price: NIS 75.95 (approx. $25.6) per share
- Current Convertible Shares: 375,757 Ordinary Shares
- Proposed Convertible Shares: 816,326 Ordinary Shares (if approved)
Material Changes
The primary material change proposed is the reduction of the conversion price for Series D Convertible Debentures by approximately 54%. If approved, this would more than double the number of ordinary shares into which the debentures can be converted, from 375,757 to 816,326 shares. This action follows agreements entered into with debenture holders, as referenced in the Company's 2025 Annual Report on Form 20-F.
Guidance, Outlook, and Risks
Implementation Status: The reduction is subject to court approval, approval by debenture holders, and listing approval of the additional shares by the NYSE American. The Company cannot currently estimate whether or when the implementation will occur.
Risks and Contingencies: The filing includes extensive forward-looking statement disclaimers citing substantial risks, including:
- Delays in obtaining required court or regulatory approvals.
- Impact of war and hostilities in Israel and Gaza.
- Technical disruptions in power plant operations or construction.
- Inability to obtain necessary financing for project development.
- Changes in electricity prices, demand, and regulatory environments.
- Increases in interest rates, inflation, and exchange rate fluctuations.
- Impact of the Russia-Ukraine conflict and climate change.
Investor Verification Checklist
- Verify the status of the petition filed with the Israeli District Court in Tel Aviv.
- Confirm whether the Series D debenture holders have voted to approve the price reduction.
- Check for NYSE American listing approval regarding the potential issuance of 440,569 additional shares.
- Review the Company's 2025 Annual Report on Form 20-F (Item 5.B) for details on the liquidity arrangements mentioned.
- Monitor updates on the impact of regional hostilities on the Company's operations in Israel, Spain, Italy, and the United States.