Eos Energy Enterprises Files 8-K: Financial Obligations & Equity Sales

TL;DR

EOS filed an 8-K detailing new debt and equity sales - watch for dilution!

AI Summary

Eos Energy Enterprises, Inc. filed an 8-K on November 4, 2024, reporting on several items including the creation of a direct financial obligation and unregistered sales of equity securities. The filing also details material modifications to security holder rights and amendments to its articles of incorporation or bylaws. Additionally, it includes a Regulation FD disclosure and financial statements/exhibits.

Why It Matters

This filing indicates potential new financial commitments and equity issuances by Eos Energy Enterprises, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and direct financial obligations, which can signal financial strain or dilutionary events for shareholders.

Key Players & Entities

• Eos Energy Enterprises, Inc. (company) — Filer of the 8-K report
• 20241104 (date) — Date of the 8-K filing
• 0001213900-24-094161 (other) — Accession number for the filing

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
• $105 million — to be made in four installments, and a $105 million revolving credit facility, to be made a
• $75 million — erm Loan, the Lenders previously funded $75 million on June 21, 2024 and $30 million on Aug
• $30 million — funded $75 million on June 21, 2024 and $30 million on August 29, 2024. In connection with
• $65 million — funded the full amount of the scheduled $65 million draw under the Delayed Draw Term Loan.
• $3,358,000 — ed Stock has an original issue price of $3,358,000 (the "B-3 Original Issue Price"). Each

Filing Documents

• ea0219757-8k_eosenergy.htm (8-K) — 54KB
• ea021975701ex3-1_eosenergy.htm (EX-3.1) — 125KB
• ea021975701ex99-1_eosenergy.htm (EX-99.1) — 12KB
• ex99-1_001.jpg (GRAPHIC) — 18KB
• ex99-1_002.jpg (GRAPHIC) — 11KB
• 0001213900-24-094161.txt ( ) — 488KB
• eose-20241031.xsd (EX-101.SCH) — 4KB
• eose-20241031_def.xml (EX-101.DEF) — 26KB
• eose-20241031_lab.xml (EX-101.LAB) — 36KB
• eose-20241031_pre.xml (EX-101.PRE) — 25KB
• ea0219757-8k_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, 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, 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 for all milestone events as to each of the remaining milestone measurement dates. Pursuant to the Delayed Draw Term Loan, the Lenders previously funded $75 million on June 21, 2024 and $3

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 B-3 Preferred Stock is incorporated by reference herein. The issuance of the Series B-3 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 B-3 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 November 1, 2024, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation of Series B-3 Non-Voting Convertible Preferred Stock of the Company attached hereto as Exhibit 3.1 (the "Series B-3 Certificate of Designation"). Under the terms of the Series B-3 Certificate of Designation, each share of Series B-3 Preferred Stock has an original issue price of $3,358,000 (the "B-3 Original Issue Price"). Each full share of Series B-3 Preferred Stock is initially convertible into 1.0 million shares of Common Stock. Holders of the Series B-3 Preferred Stock are entitled to receive dividends or distributions on each share of Series B-3 Preferred Stock equal to dividends or distributions actually paid on each share of Common Stock on an as-converted basis. In the event of a voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of the Series B-3 Preferred Stock are entitled to receive distribution of any of the assets or surplus funds of the Company pro rata with the holders of the Common Stock and any other holders of the preferred stock of the Company issued pursuant to Securities Purchase Agreement and the Credit Agreement, including the Series B-3 Preferred Stock (the "Investor Preferred Stock"), in an amount equal to such amount per share as would have been payable had all shares of Series B-3 Preferred Stock been converted to Common Stock. Under the terms of the Series B-3 Certificate of Designation, at all times when the holders of the Investor Preferred Stock beneficially own at least 10.0% of the capital stock of the Company (subject to adjustment as indicated in the Series B-3 Certificate of Designation), such holders of Investor 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 Com

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 31, 2024, the Company issued a press release announcing the satisfaction of all four applicable performance milestones comprising the Second Milestone ahead of the Second 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. The information in Item 7.01 of this Report, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section. Further, the information in Item 7.01 of this Report, including Exhibit 99.1, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

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. 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. The forward-looking statements contained in this Report are subject to risks, uncertainties, and factors, including those more described in the Company's most recent filings with the SEC, including the Company's most recent Annual Report on Form 10-K and subsequent reports on Forms 10-Q and 8-K, that may cause actual results to differ materially from current expectations. Further information on potential risks that could affect actual results will be included in the subsequent periodic and current reports and other filings that the Company makes with the SEC from time to time. Moreover, the Company operates in a very competitive and rapidly changing environment, and new risks and uncertainties may emerge that could have an impact on the forward-looking statements contained in this Report.

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 Exhibits

Item 9.01 Financial Statement and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Designation of Series B-3 Non-Voting Convertible Preferred Stock. 99.1 Press release, dated November 1, 2024, issued by Eos Energy Enterprises, Inc. (furnished pursuant to Item 7.01). 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: November 4, 2024 By: /s/ Nathan Kroeker Name: Nathan Kroeker Title: Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR