Page 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 FORM 10 - K For the fiscal year ended October 31 , 2021 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 Delaware ( State or other jurisdiction of incorporation or organization ) For the transition period from 3 Great Pasture Road Danbury , Connecticut ( Address of principal executive offices ) Commission file number : 1-14204 fuelcellenergy FUELCELL ENERGY , INC . ( Exact name of registrant as specified in its charter ) Registrant's telephone number , including area code : ( 203 ) 825-6000 Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) FCEL to Title of each class Name of each exchange on which registered Common Stock , $ 0.0001 par value per share The Nasdaq Stock Market LLC ( Nasdaq Global Market ) Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes > No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Exchange Act . Yes No Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No 06-0853042 ( I.R.S. Employer Identification No. ) Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes > No Non - accelerated filer 06810 ( Zip Code ) Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer > Accelerated filer Class Common Stock , $ 0.0001 par value per share 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 . □ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . DOCUMENT INCORPORATED BY REFERENCE Document Definitive Proxy Statement for the 2022 Annual Meeting of Stockholders Part III Smaller reporting company Emerging growth company Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No As of April 30 , 2021 , the aggregate market value of the registrant's common stock held by non - affiliates of the registrant was $ 3,226,456,793 based on the closing sale price of $ 9.71 as reported on the NASDAQ Global Market . Indicate the number of shares outstanding of each of the registrant's classes of common stock , as of the latest practicable date . Outstanding at December 23 , 2021 366,672,894 Parts Into Which Incorporated