SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
HELIOGEN, INC.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
42329E105
(CUSIP Number)
Galloway Capital Partners, LLC
323 Sunny Isles Blvd., 7th Floor
Sunny Isles Beach, FL 33160
(212) 247-1339
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
With Copies To:
May 24, 2024
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom
copies are to be sent.
* The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 758932206
| 1 |
NAME OF REPORTING PERSONS
Galloway Capital Partners, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐
(b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS (see instructions)
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
378,800(1) |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
378,800(1) |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
378,800(1) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (see instructions)
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.41%*(2) |
| 14 |
TYPE OF REPORTING PERSON (see instructions)
OO |
| |
|
|
|
| (1) | The securities are held and managed by Galloway Capital Partners, LLC (“GCP”). Bruce Galloway is the managing member of
GCP. Mr. Galloway has sole voting and dispositive control of GCP. Mr. Galloway may be deemed to have beneficial ownership of the common
stock held directly by GCP. |
| (2) | This percentage is calculated based upon 5,970,373 shares of Common Stock outstanding
as of May 2, 2024, as reported in the Issuer’s Form 10Q filed with the Securities and Exchange Commission on May 8, 2024. |
| 1 |
NAME OF REPORTING PERSONS
Bruce Galloway |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐
(b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS (see instructions)
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida, United States of America |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
378,800(1) |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
378,800(1) |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
378,800(1) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (see instructions)
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.41%*(2) |
| 14 |
TYPE OF REPORTING PERSON (see instructions)
IN |
| |
|
|
|
| (1) | The securities are held and managed by Galloway Capital Partners, LLC (“GCP”). Bruce Galloway is the managing member of
GCP. Mr. Galloway has sole voting and dispositive control of GCP. Mr. Galloway may be deemed to have beneficial ownership of the common
stock held directly by GCP. |
| (2) | This percentage is calculated based upon 5,970,373 shares of Common Stock outstanding
as of May 2, 2024, as reported in the Issuer’s Form 10Q filed with the Securities and Exchange Commission on May 8, 2024. |
Item 1. Security and Issuer
This Schedule 13D relates to the
common stock, par value $0.0001 per share (“Common Stock”), of Heliogen, Inc., a Delaware corporation (the “Issuer”).
The principal executive office of the Issuer is located at 130 West Union Street, Pasadena, CA 91103. Information given in response to
each item below shall be deemed incorporated by reference in all other items below.
As
of May 23, 2024, the Reporting Persons (defined below) beneficially owned an aggregate of 378,800 shares
of Common Stock, representing approximately 6.41% of the outstanding shares of Common Stock.
Item 2. Identity and Background
This Schedule 13D is being filed on behalf of each of
the following persons (collectively, the “Reporting Persons”):
| |
(i) |
Galloway Capital Partners, LLC |
Galloway Capital Partners, LLC
is a Delaware limited liability company, and Bruce Galloway is a citizen of Florida. Bruce Galloway is the managing member of Galloway
Capital Partners, LLC.
The address of the principal business
office of each Reporting Person is 323 Sunny Isles Blvd, 7th Floor, Sunny Isles Beach, FL 33160.
During the last five years, neither
Reporting Person nor any executive officer or director of Galloway Capital Partners, LLC has (i) been convicted in any criminal proceeding
or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was
subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or other Consideration.
Galloway
Capital Partners, LLC acquired 111,800 shares of Common Stock in open market purchases from August 2023 through May 2024. The aggregate
purchase price for the shares of Common Stock was approximately $2.47 per share. Such shares of Common Stock were purchased with investment
capital of Galloway Capital Partners, LLC and Mr. Galloway.
The Reporting Persons have effectuated
transactions to acquire shares of Common Stock within the past 60 days, as reflected in Schedule 1 to this Report. Other than as set forth
in this Report, none of the Reporting Persons has effected any transactions in the shares of Common Stock within the past 60 days.
Item 4. Purpose of Transaction.
Each Reporting Person acquired
the securities described in this Schedule 13D for investment purposes and intend to review its investment in the Issuer on a continuing
basis. Each Reporting Person may from time to time acquire additional securities of the Issuer or retain or sell all or a portion of the
shares then held by such Reporting Person, in the open market, block trades, underwritten public offerings or privately negotiated transactions.
Any actions any Reporting Person might undertake with respect to its investment in the Issuer may be made at any time and from time to
time and will be dependent upon such Reporting Person’s review of numerous factors, including, but not limited to: ongoing evaluation
of the Issuer’s business, financial condition, operations, prospects and strategic alternatives; price levels of the Issuer’s
securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities;
tax considerations; liquidity of the Issuer’s securities; and other factors and future developments.
Each
Reporting Person may consider, explore and/or develop plans and/or make proposals (whether preliminary or final) with respect to, among
other things, the Issuer’s performance, operations, management, governance (including potential changes to the Board), conflicted
party transactions, capital allocation policies, and strategy and plans of the Issuer. Each Reporting Person intends to engage the
Board and management with respect to the matters referred to in the preceding sentence. In addition, each Reporting Person may, at any
time and from time to time, (i) review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect
thereto and (ii) propose or consider one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
On May
23, 2024, the Reporting Persons delivered a letter to the Issuer’s Chairman and Chief Executive Officer. In the letter, the Reporting
Persons highlighted disappointment in the share price and the need to enhance shareholder value. A copy of the letter is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item 5. Interest in Securities of the
Issuer.
(a) See
Items 11 and 13 on the cover pages to this Schedule 13D for the aggregate number and percentage of the class of securities identified
pursuant to Item 1 owned by the Reporting Person.
(b) Number
of shares as to which the Reporting Persons have:
i. Sole
power to vote or to direct the vote: See Item 7 on cover pages to this Statement.
ii. Shared
power to vote or to direct the vote: See Item 8 on cover pages to this Statement.
iii. Sole
power to dispose or direct the disposition: See Item 9 on cover pages to this Statement.
iv. Shared
power to dispose or direct the disposition: See Item 10 on cover pages to this Statement.
(c) Other
than as set forth in response to Item 3 above, no other transactions in the Issuer’s Common Stock by the Reporting Persons were
effected in the past 60 days.
(d) No
other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Stock beneficially owned by the Reporting Persons.
(e) Not
applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except for the relationships described
above and in the responses to Items 4 and 5 herein, none of the Reporting Persons, nor, to the best of their knowledge, any persons identified
in Item 2 hereof has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person, with respect to
any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
[The remainder of this page intentionally left blank]
SIGNATURE
After reasonable inquiry and to the best of the knowledge
and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: May 23, 2024
| |
By: |
/s/ Bruce Galloway |
| |
Name: |
Bruce Galloway |
| |
|
| |
GALLOWAY CAPITAL PARTNERS, LLC |
| |
|
| |
By: |
/s/ Bruce Galloway |
| |
Name: |
Bruce Galloway |
| |
Title: |
Managing Member |
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned
hereby agree that the statement on Schedule 13D with respect to the Common Stock of Heliogen, Inc. dated as of May 23, 2024 is, and
any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
| |
GALLOWAY CAPITAL PARTNERS, LLC |
| |
|
| |
By: |
/s/ Bruce Galloway |
| |
|
Name: Bruce Galloway |
| |
|
Title: Managing Member |
| |
|
| |
|
/s/ Bruce Galloway |
| |
|
Bruce Galloway |
Schedule 1
Purchases by the Reporting Persons
| Date | |
Shares | |
Share Price |
| | |
| |
|
| April 19, 2024 | | |
| 9,215 | | |
$ | 1.42 | |
| April 22, 2024 | | |
| 17,150 | | |
$ | 1.41 | |
| April 23, 2024 | | |
| 7,200 | | |
$ | 1.33 | |
| | | |
| | | |
| | |
| May 9, 2024 | | |
| 31,510 | | |
$ | 1.60 | |
| May 10, 2024 | | |
| 2,000 | | |
$ | 1.69 | |
| May 13, 2024 | | |
| 10,970 | | |
$ | 1.78 | |
| May 14, 2024 | | |
| 12,800 | | |
$ | 1.85 | |
| May 15, 2024 | | |
| 2,873 | | |
$ | 1.89 | |
| May 17, 2024 | | |
| 10,501 | | |
$ | 2.28 | |
EXHIBIT 99.2
Galloway Capital Partners, LLC
May 23, 2024
Julie Kane, Chairperson of the Board
Christiana Obiaya, Chief Executive Officer
Heliogen, Inc.
130 West Union Street
Pasadena, CA 91103
Dear Mssrs. Kane and Obiaya:
We have been shareholders of Heliogen, Inc. (the “Company”
or “Heliogen”) for almost a year. We are quite disappointed with the performance of the Company’s common stock, which
is -99.9% in the past year.
We believe the Company is significantly undervalued
and requires our support and expertise in creating shareholder value. Since the Company went public via a SPAC, the stock has been heavily
shorted by investors who target these types of transactions. We believe the Company has made major strides in the development of its AI
assisted concentrated solar in order to produce super heated steam as well as the development of clean hydrogen.
We are stunned that the Company’s market cap
is a mere fraction of its invested capital of approximately $500 million. The share price is certainly not reflective of this as well
the value of the Company’s development and strategic joint ventures. We believe Heliogen should be successful and can achieve its
potential through these endeavors as well as programs under the Inflation Reduction Act. In addition, the Company should also explore
utilizing its valuable $500 million net operating lost carry forward.
Galloway Capital Partners and its founder, Bruce Galloway,
have significant experience investing in undervalued publicly traded companies. We would like to assist in the process of growing the
Company, improving the financial structure and enhancing shareholder value, which we believe should be multiples of the current valuation.
Our interests are clearly aligned, and we believe that we can bring strong insight and constructive actions which will benefit all of
the Company’s shareholders.
Please let me know when you would be available to
discuss these important matters. I can be reached at: bgalloway@gallowaycap.com or 917-405-4591.
Very truly yours,
Bruce Galloway
President and Chief Investment Officer
Heliogen (NYSE:HLGN)
過去 株価チャート
から 10 2024 まで 11 2024
Heliogen (NYSE:HLGN)
過去 株価チャート
から 11 2023 まで 11 2024
