Eos Energy Enterprises Files 8-K with Key Corporate Updates

TL;DR

EOS filed an 8-K detailing new debt, equity sales, and charter changes - big moves happening.

AI Summary

Eos Energy Enterprises, Inc. filed an 8-K on August 30, 2024, reporting several key events. These include the creation of a direct financial obligation, unregistered sales of equity securities, material modifications to security holder rights, and amendments to its articles of incorporation. The company also reported other events and filed financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Eos Energy Enterprises, potentially impacting its financial obligations, equity structure, and governance.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity and modifications to security rights, which can introduce complexity and potential risks for investors.

Key Players & Entities

• Eos Energy Enterprises, Inc. (company) — Filer of the 8-K report
• B. Riley Principal Merger Corp. II (company) — Former company name of Eos Energy Enterprises, Inc.

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share EOSE The Nasdaq Stock Mar
• $210.5 million — nt to which the Lenders have provided a $210.5 million secured multi-draw facility (the "Delay
• $75 m — Loan") to be made in four installments ($75 million, which was funded on June 21, 202
• $105 million — der upon three additional draws), and a $105 million revolving credit facility, to be made a
• $30 million — funded the full amount of the scheduled $30 million draw under the Delayed Draw Term Loan.
• $9,555,515.30 — ed Stock has an original issue price of $9,555,515.30 (the "A-2 Original Issue Price") and a
• $398,600,000 — an aggregate principal amount of up to $398,600,000 through the DOE's Clean Energy Financin

Filing Documents

• ea0213004-8k_eosenergy.htm (8-K) — 60KB
• ea021300401ex3-1_eosenergy.htm (EX-3.1) — 88KB
• ea021300401ex99-1_eosenergy.htm (EX-99.1) — 20KB
• ex99-1_001.jpg (GRAPHIC) — 19KB
• ex99-1_002.jpg (GRAPHIC) — 23KB
• ex99-1_003.jpg (GRAPHIC) — 3KB
• 0001213900-24-074175.txt ( ) — 484KB
• eose-20240829.xsd (EX-101.SCH) — 4KB
• eose-20240829_def.xml (EX-101.DEF) — 26KB
• eose-20240829_lab.xml (EX-101.LAB) — 36KB
• eose-20240829_pre.xml (EX-101.PRE) — 25KB
• ea0213004-8k_eosenergy_htm.xml (XML) — 6KB

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. As previously disclosed, on June 21, 2024, Eos Energy Enterprises, Inc. (the "Company") entered into a credit and guaranty agreement (the "Credit Agreement"), by and among the Company, certain of the Company's subsidiaries as guarantors party thereto, CCM Denali Debt Holdings, LP, acting through Cerberus Capital Management II, L.P. ("Cerberus"), as administrative agent and collateral agent and the lenders party thereto from time to time (the "Lenders"), pursuant to which the Lenders have provided a $210.5 million secured multi-draw facility (the "Delayed Draw Term Loan") to be made in four installments ($75 million, which was funded on June 21, 2024, and the remainder upon three additional draws), and a $105 million revolving credit facility, to be made available at the Lenders' sole discretion and only if the Delayed Draw Term Loan is fully funded (the "Revolving Facility" and together with the Delayed Draw Term Loan, the "Facilities"), on terms and subject to conditions set forth in the Credit Agreement. For additional terms of the Credit Agreement and the Delayed Draw Term Loan, please see the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 24, 2024 (the "Prior Filing"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Prior Filing. Upon each draw under the Delayed Draw Term Loan, the Company will issue Warrants and/or Preferred Stock (each as defined in the Prior Filing) in amounts representing predetermined, fully diluted, percentages (an "Applicable Percentage") of Company common stock, par value $0.0001 per share (the "Common Stock"). Upon any failure to achieve a milestone, in addition to not being able to receive a draw on the Delayed Draw Term Loan unless waived by the Lenders, the Applicable Percentage will be subject to up to a 4.0% increase fo

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information in Item 2.03 of this Current Report on Form 8-K (this "Report") related to the issuance of the Series A-2 Preferred Stock is incorporated by reference herein. The issuance of the Series A-2 Preferred Stock was not registered under the Securities Act of 1933, as amended (the "Securities Act"), and was issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act.

03 Material Modification to Rights of

Item 3.03 Material Modification to Rights of Security Holders. The information set forth in Item 5.03 related to the Series A-2 Certificate of Designation (as defined below) and Exhibit 3.1 is incorporated by reference herein.

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On August 29, 2024, the Company filed with the Secretary of State of the State of Delaware the Series A-2 Certificate of Designation attached hereto as Exhibit 3.1 (the "Series A-2 Certificate of Designation"). Under the terms of the Series A-2 Certificate of Designation, each share of Series A-2 Preferred Stock has an original issue price of $9,555,515.30 (the "A-2 Original Issue Price") and a liquidation value, payable pari passu with the Common Stock, as if such share was convertible into 4,115,209 shares, or an aggregate of 28,806,463 shares of Common Stock, subject to adjustment. The Series A-2 Preferred Stock is non-voting and non-convertible into Common Stock. Holders of the Series A-2 Preferred Stock are entitled to receive dividends or distributions on each share of Series A-2 Preferred Stock equal to dividends or distributions actually paid on each share of Common Stock, multiplied by the number of shares of Common Stock represented by the Series A-2 Preferred Stock Liquidation Value (as defined in the Series A-2 Certificate of Designation). The Series A-2 Preferred Stock will become convertible into shares of Series B-2 Preferred Stock if Stockholder Approval is obtained. Under the terms of the Series A-2 Certificate of Designation, at all times when the holders of the Preferred Stock beneficially own at least 10.0% of the capital stock of the Company (subject to adjustment as indicated in the Series A-2 Certificate of Designation), such holders of Preferred Stock of the Company, exclusively and voting together as a separate class, will have the right to appoint one (1) director to the board of directors of the Company (the "Board"). At all times holders of the Preferred Stock beneficially own at least 15.0% of the capital stock of the Company (subject to adjustment as indicated in the Series A-2 Certificate of Designation), such holders of the Preferred Stock, exclusi

01 Other Events

Item 8.01 Other Events. On August 29, 2024, the Company issued a press release announcing the satisfaction of all four applicable performance milestones comprising the First Milestone ahead of the First Milestone Measurement Date, pursuant to the terms of the Credit Agreement. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Additionally, on August 26, 2024, the U.S. Department of Energy (the "DOE") extended the expiration date of the conditional commitment letter to the Company for a loan of an aggregate principal amount of up to $398,600,000 through the DOE's Clean Energy Financing Program to December 31, 2024, in order to allow for additional time to finalize transaction documents. Certain technical, legal and financial conditions must be met and due diligence to the satisfaction of the DOE must be completed before the DOE enters into definitive financing documents with the Company and funds the loan. The Company continues to work with the DOE to meet these conditions and close the loan, however, there can be no assurance that the Company will be able to secure such a loan or on terms that are acceptable to the Company. Important Information and Where You Can Find It This Report may be deemed to be solicitation material in respect of a vote of stockholders to approve the issuance of more than 19.99% of the outstanding Common Stock under the Warrants and the convertibility of preferred stock issued or issuable as part of the transactions contemplated by the Credit Agreement and the Securities Purchase Agreement (collectively, the "Transactions"). In connection with the requisite Stockholder Approval, the Company filed on August 8, 2024, a definitive proxy statement (the "Definitive Proxy Statement"), which is available at the SEC's website (http://www.sec.gov) and has been sent to the stockholders of the Company, seeking certain approvals related to the exercisability of the Warrants and the co

Forward-Looking Statements

Forward-Looking Statements Except for the historical information contained herein, the matters set forth in this Report are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding our expected revenue, contribution margins, orders backlog and opportunity pipeline for the fiscal year ended December 31, 2024, our path to profitability and strategic outlook, the tax credits available to our customers or to the Company pursuant to the Inflation Reduction Act of 2022, the delayed draw term loan, milestones thereunder and the anticipated use of proceeds therefrom, the ability to draw under the delayed draw term loan, from any loan facility provided by the DOE, statements that refer to outlook, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are based on our management's beliefs, as well as assumptions made by, and information currently available to, them. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. Factors which may cause actual results to differ materially from current expectations include, but are not limited to: changes adversely affecting the business in which we are engaged; our ability to forecast trends accu

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, except as required by law, the Company 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.

01 Financial Statement and

Item 9.01 Financial Statement and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Series A-2 Preferred Stock Certificate of Designation. 99.1 Press release, dated August 29, 2024, issued by Eos Energy Enterprises, Inc. 104 Cover Page Interactive Date File (embedded with the Inline XBRL document). 4 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. EOS ENERGY ENTERPRISES, INC. Dated: August 30, 2024 By: /s/ Nathan Kroeker Name: Nathan Kroeker Title: Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR