Current Report Filing (8-k)
2023年4月15日 - 6:24AM
Edgar (US Regulatory)
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2023-04-12
2023-04-12
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2023-04-12
2023-04-12
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2023-04-12
2023-04-12
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iso4217:USD
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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):
April 12, 2023
EOS ENERGY ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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001-39291 |
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84-4290188 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
3920 Park Avenue
Edison, New Jersey 08820
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (732) 225-8400
N/A
(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:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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)
of the Act:
Title of each class |
|
Trading Symbol(s) |
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Name of each exchange on which
registered |
Common stock, par value $0.0001 per share |
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EOSE |
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The Nasdaq Stock Market LLC |
Warrants, each exercisable for one share of common stock |
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EOSEW |
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The Nasdaq Stock Market LLC |
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On April 12, 2023, Eos
Energy Enterprises, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase
Agreement”) with the investors named on the signature pages thereto (the “Purchasers”), pursuant to which the Company
agreed to issue and sell an aggregate of: (i) 16,000,000 shares (the “Shares”) of the Company’s common stock, $0.0001
par value (the “Common Stock”) at a purchase price of $2.50 per share in a registered direct offering (the “Registered
Direct Offering”), and (ii) unregistered warrants (the “Warrants”) to purchase up to 16,000,000 shares of Common Stock
in a concurrent private placement (the “Private Placement” and together with the Registered Direct Offering, the “Offerings”).
The Shares were offered pursuant to an effective shelf registration statement (the “Shelf Registration Statement”) on Form
S-3 (Registration No. 333- 263298) and a related prospectus supplement and accompanying base prospectus filed with the Securities and
Exchange Commission (the “SEC”). The Warrants have an exercise price of $3.14 per share, will become exercisable six months
following the date of issuance and will expire five and one-half years from the date of issuance.
The Offerings closed
on April 14, 2023 and resulted in gross proceeds to the Company of approximately $40.0 million, before deducting advisory fees and other
estimated offering expenses payable by the Company. The Company currently intends to use the net proceeds from the Offerings for working
capital and general corporate purposes.
The Company engaged Cowen and Company, LLC to serve
as the Company’s exclusive financial advisor in connection with the Offerings. The Company agreed to pay Cowen and Company, LLC
an advisory fee of $2.0 million, net of any value-added taxes paid or payable, in connection with its services.
Pursuant to the Purchase
Agreement, within 90 calendar days of the date of the Purchase Agreement, the Company is required to file a registration statement with
the SEC covering the resale by the Purchasers of (i) the Warrants and (ii) the shares of Common Stock issuable upon the exercise of the
Warrants, and to use commercially reasonable efforts to have the registration statement declared effective within 120 days or within 150
days in the event of a full review by the SEC.
The representations,
warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement
and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement is incorporated herein by
reference only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with
any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s
periodic reports and other filings with the SEC.
The foregoing descriptions
of the terms of the Purchase Agreement and the Warrants do not purport to be complete and are subject to, and qualified in their entirety
by, the full text of the forms of such documents, copies of which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report
on Form 8-K and are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above in Item 1.01
of this Current Report on Form 8-K related to the Private Placement, the issuance of the Warrants and the potential issuance of shares
of Common Stock upon exercise of the Warrants is hereby incorporated by reference into this Item 3.02.
The Warrants and the shares of Common Stock issuable upon exercise
of the Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are instead
being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act or Regulation D promulgated thereunder. The
Company relied on this exemption from registration based in part on representations made by the Purchasers in the Purchase Agreement.
Item 8.01. Other Events.
On April 12, 2023, the Company issued a press release announcing the
pricing of the Offerings. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The legal opinion of
Haynes and Boone, LLP relating to the legality of the issuance and sale of the Shares offered and sold pursuant to the Purchase Agreement
is also filed with this Current Report on Form 8-K as Exhibit 5.1 and is incorporated by reference herein and into the Shelf Registration
Statement.
Item 9.01. Exhibits.
(d) Exhibits
| * | Certain schedules and exhibits to this agreement have been omitted
pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit or schedule will be furnished supplementally to the SEC or
its staff upon request. |
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.
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EOS ENERGY ENTERPRISES, INC. |
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Dated: April 14, 2023 |
By: |
/s/ Nathan Kroeker |
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Name: |
Nathan Kroeker |
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Title: |
Chief Financial Officer |
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