FuelCellEnergy Inc. expects gross proceeds of $40 million from a registereddirect offering of 6,861,064 common shares at $5.83 apiece and warrants topurchase up to 8,233,277 common shares.

The offering specifically consists of 1,474,000 commonshares, series A warrants to purchase up to an aggregate of 8,233,277 commonshares and pre-funded series B warrants to purchase up to 5,387,064 shares.The offering is expected to close by July 12.

The series A warrants have an exercise price of $5.83 pershare, are initially exercisable six months and one day after the issue date,and will expire on the fifth anniversary of the initial exercisability date,the company said in a statement.

The series B warrants are being offered to the investor,whose purchase would result to in a beneficial ownership in excess of 4.99% ofFuelCell Energy's outstanding common stock at the close of the offering.

The company plans to use net proceeds of about $37.6 millionto support project financing, working capital and for general corporatepurposes.

J.P. Morgan Securities LLC served as the sole placementagent of the offering.