Form 8-K - Current report

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): August 6, 2024

Heliogen, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40209

85-4204953

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

130 West Union Street

Pasadena, California 91103


(Address of Principal Executive Offices)

Registrant's telephone number, including area code: (626) 720-4530

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			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)

Name of each exchange on which registered

Common stock, $0.0001 par value per share

HLGN

OTCQX

Warrants, each 35 warrants exercisable for one share of common stock at an exercise price of $402.50 per share

HLGNW

OTCPK

Preferred Share Purchase Rights

N/A

OTCQX

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 x

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. x

Item 2.02 Results of Operations and Financial Condition.

On August 6, 2024, Heliogen, Inc. (the “Company”) issued a press release announcing information regarding its results of operations and financial condition for the second quarter 2024, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description
99.1						Press Release of Heliogen, Inc. dated August 6, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereunto duly authorized.


			Heliogen, Inc.

Dated:	August 6, 2024	By:	/s/ Phelps Morris
			Phelps Morris
			Chief Financial Officer

Exhibit 99.1

Heliogen, Inc. Announces Second Quarter 2024

Financial and Operational Results

PASADENA, Calif., August 6, 2024 – Heliogen, Inc. (“Heliogen”) (OTCQX: HLGN), a leading provider of AI-enabled concentrating solar energy technology, today provided its second quarter 2024 financial and operational results.

Financial and Operational Highlights

•No significant changes to contracts or backlog vs. prior quarter; outstanding proposals with 4 customers for early design stage projects representing 0.9 gigawatts

•First commercial-scale installation of Heliogen steam plant in west Texas continues to progress toward mechanical completion by year-end 2024

•$51.8 million in available liquidity as of June 30, 2024

•In May 2024, implemented a targeted plan, which included a workforce reduction, closing of the Long Beach manufacturing facility, and a reduction in third-party costs

“During the second quarter of 2024, we advanced on a number of fronts. We engaged with prospective customers on several open proposals for early design work on commercial-scale projects to deploy Heliogen’s technology. We also kicked off the next design phase of our Brenda power project. In addition, construction on our west Texas steam plant remains on-track for mechanical completion by the end this year, consistent with our goal for that project since its launch in mid-2023,” said Christie Obiaya, Heliogen’s Chief Executive Officer. “On the operations side, our team continues to focus on liquidity and opportunities to reduce non-billable costs.”

Second Quarter 2024 Financial Results

For the second quarter 2024, Heliogen reported total revenue of $2.3 million, which was driven primarily by continued execution on its Capella Project – the engineering, procurement and construction of a new 5 MWe concentrated solar energy facility to be built in Mojave, California – and engineering services performed during the period.

On May 16, 2024, Heliogen made the strategic decision to implement a targeted plan, which included a workforce reduction, the closing of Heliogen’s manufacturing facility in Long Beach, California and a reduction in third-party costs. These actions are intended to further reduce structural costs and operating expenses and better align Heliogen’s operating structure for commercialization with a technology-centric and capital light model, as Heliogen continues to explore and evaluate strategic alternatives with its third-party financial advisor.

For the second quarter 2024, Heliogen reported a net loss of $(19.3) million, which was impacted by $4.1 million of impairment and other charges and an inventory reserve of $1.7 million to adjust for excess and obsolete inventories, that were recorded in association with Heliogen’s targeted plan. Heliogen’s Adjusted EBITDA was $(14.6) million for the second quarter 2024.

As of June 30, 2024, the Company had available liquidity of $51.8 million, consisting of cash and cash equivalents and no debt.

About Heliogen

Heliogen is a renewable energy technology company focused on decarbonizing industry and empowering a sustainable civilization. The company’s concentrating solar energy and thermal storage systems aim to deliver carbon-free heat, steam, or power at scale to support round-the-clock industrial operations. Powered by AI and computer vision, Heliogen is focused on providing robust clean energy solutions that accelerate the transition to renewable energy, without compromising reliability, availability, or cost. For more information about Heliogen, please visit heliogen.com.

Backlog

Contracted revenue backlog represents contracted revenue with customers and government entities we expect to realize for the construction of facilities, engineering services agreements, operating agreements, and products delivered under purchase agreements. We cannot guarantee that our revenue projected in our backlog will be realized or, if realized, will result in profits. In addition, project cancellations or scope adjustments may occur with respect to contracts reflected in our backlog. Accordingly, our backlog as of any particular date is an uncertain indicator of future earnings.

Non-GAAP Financial Information

Management uses certain financial measures, including EBITDA and Adjusted EBITDA, to evaluate our financial and operating performance that are calculated and presented on the basis of methodologies other than in accordance with generally accepted accounting principles in the United States of America (“GAAP”). We believe these non-GAAP financial measures are useful to investors and analysts to assess our ongoing financial performance because they provide improved comparability between periods through the exclusion of certain items that we believe are not indicative of our core operating performance, enhance the overall understanding of our past financial performance and future prospects, and remove items that may obscure our underlying business results and trends. These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP, and our calculations thereof may not be comparable to similarly titled measures reported by other companies.

EBITDA represents consolidated net loss before (i) interest (income) expense, net, (ii) income tax expense (benefit) and (iii) depreciation and amortization expense. We define Adjusted EBITDA as EBITDA adjusted for certain significant non-cash items and items that management believes are not attributable to or indicative of our on-going operations or that may obscure our underlying results and trends. Please see the accompanying tables for a reconciliation of net loss to EBITDA and Adjusted EBITDA.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical in nature, including the words “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” and other similar expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the timing for mechanical completion of our commercial-scale installation steam plant and our intent to further reduce structural costs and operating expenses, to align our operating structure for commercialization with a technology-centric and capital light model to continue to explore and evaluate strategic alternatives. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) our financial and business performance, including risk of uncertainty in our financial projections and business metrics and any underlying assumptions thereunder; (ii) changes in our business and strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; (iii) our ability to execute our business model, including market acceptance of our planned products and services and

achieving sufficient production volumes at acceptable quality levels and prices; (iv) our ability to access sources of capital to finance operations, growth and future capital requirements; (v) our ability to maintain and enhance our products and brand, and to attract and retain customers; (vi) our ability to scale in a cost effective manner; (vii) changes in applicable laws or regulations; (viii) developments and projections relating to our competitors and industry; (ix) unexpected adjustments and cancellations related to our backlog; (x) our ability to protect our intellectual property; and (xi) whether the objectives of the strategic alternative review process will be achieved. You should carefully consider the foregoing factors and the other risks and uncertainties disclosed in the “Risk Factors” section in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2023, as supplemented in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, and other documents filed by Heliogen from time to time with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Heliogen assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Heliogen Investors Contact:

Phelps Morris

Chief Financial Officer

Phelps.Morris@heliogen.com

Heliogen Media Contact:

Sam Padreddii

Manager, Corporate Communications

media@heliogen.com

Heliogen, Inc.

Condensed Consolidated Statements of Operations

($ in thousands, except per share and share data)

(unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Revenue	$	2,261	$	1,394	$	3,789	$	3,331
Cost of revenue	3,929		1,522		5,406		3,904
Gross loss	(1,668)		(128)		(1,617)		(573)

Operating expenses:
Selling, general and administrative	9,505		17,652		21,860		21,345
Research and development	4,751		4,946		8,542		10,206

Impairment and other charges	4,128		—		4,160		1,480

Operating loss	(20,052)		(22,726)		(36,179)		(33,604)

Interest income, net	675		270		1,358		553
Gain (loss) on warrant remeasurement	45		(52)		21		252
Other income, net	52		827		297		574
Net loss before taxes	(19,280)		(21,681)		(34,503)		(32,225)
Provision for income taxes	(2)		(2)		(4)		(2)
Net loss	$	(19,282)	$	(21,683)	$	(34,507)	$	(32,227)

Loss per share:
Loss per share – Basic and Diluted (1)	$	(3.19)	$	(3.79)	$	(5.72)	$	(5.68)
Weighted average number of shares outstanding – Basic and Diluted (1)	6,045,324		5,728,261		6,033,158		5,676,134

________________

(1)Periods presented have been adjusted to reflect the 1-for-35 reverse stock split on August 31, 2023.

Heliogen, Inc.

Condensed Consolidated Balance Sheets

($ in thousands)

(unaudited)



	June 30, 2024		December 31, 2023
ASSETS
Cash and cash equivalents	$	51,839	$	62,715
Investments	—		12,386
Other current assets	7,009		8,365
Total current assets	58,848		83,466
Non-current assets	10,439		23,567
Total assets	$	69,287	$	107,033
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Trade payables	$	1,403	$	746
Contract liabilities	19,259		17,008
Contract loss provisions	74,763		75,340
Other current liabilities	9,015		8,907
Total current liabilities	104,440		102,001
Long-term liabilities	5,326		13,047
Total liabilities	109,766		115,048
Stockholders’ equity (deficit)	(40,479)		(8,015)
Total liabilities and stockholders’ equity (deficit)	$	69,287	$	107,033

Heliogen, Inc.

Reconciliation of Net Loss to EBITDA and Adjusted EBITDA

($ in thousands)

(unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Net loss	$	(19,282)	$	(21,683)	$	(34,507)	$	(32,227)
Interest income, net	(675)		(270)		(1,358)		(553)
Provision for income taxes	2		2		4		2
Depreciation and amortization	349		592		795		1,193
EBITDA	$	(19,606)	$	(21,359)	$	(35,066)	$	(31,585)
Impairment charges (1)	3,354		—		3,354		1,008
Gain (loss) on warrant remeasurement (2)	(45)		52		(21)		(252)
Share-based compensation (3)	681		2,816		1,967		(6,383)
Contract loss provisions (4)	—		20		—		390
Contract losses incurred (4)	247		(877)		(577)		(1,324)
Change in fair value of contingent consideration (5)	—		112		—		1,237
Severance costs (6)	613		—		645		472
Manufacturing Facility closing costs (7)	161		—		161		—
Employee retention credit (8)	—		(41)		—		(41)
Adjusted EBITDA	$	(14,595)	$	(19,277)	$	(29,537)	$	(36,478)

________________

(1)Impairment charges for the three and six months ended June 30, 2024 are associated with impairments to property, plant and equipment related to leasehold improvements, machinery and equipment and other fixed assets located at our manufacturing facility in Long Beach, California. Impairment charges for the six months ended June 30, 2023 are associated with goodwill.

(2)Represents the change in fair value on our outstanding warrant liabilities.

(3)Share-based compensation for the six months ended June 30, 2023 includes a one-time reversal of $12.5 million of expense as a result of stock options forfeited in connection with the termination of our former Chief Executive Officer.

(4)Represents contract loss provisions with customers for which estimated costs to satisfy performance obligations exceeded considerations expected to be realized. The contract loss provision is reduced and recognized in cost of revenue as expenditures are incurred and related revenue is recognized.

(5)Represents the change in fair value of our contingent consideration associated with the acquisition of HelioHeat GmbH.

(6)Represents severance costs related to employee severance and related benefits.

(7)Represents reorganization costs associated with closing our manufacturing facility in Long Beach, California.

(8)Represents an adjustment to the employee tax credit pursuant to the Coronavirus Aid, Relief and Economic Security Act (CARES Act) recorded as grant revenue in the fourth quarter of 2022.

Cover	Aug. 06, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 06, 2024
Entity Registrant Name	Heliogen, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40209
Entity Tax Identification Number	85-4204953
Entity Address, Address Line One	130 West Union Street
Entity Address, City or Town	Pasadena
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91103
City Area Code	626
Local Phone Number	720-4530
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Central Index Key	0001840292
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common stock, $0.0001 par value per share
Trading Symbol	HLGN
Warrant
Document Information [Line Items]
Title of 12(b) Security	Warrants, each 35 warrants exercisable for one share of common stock at an exercise price of $402.50 per share
Trading Symbol	HLGNW
Preferred Share Purchase Right
Document Information [Line Items]
Title of 12(b) Security	Preferred Share Purchase Rights
No Trading Symbol Flag	true