Eos Energy Enterprises Files 8-K: Material Agreement & Financials

TL;DR

EOS filed an 8-K on Nov 26 for a material agreement & financial updates.

AI Summary

Eos Energy Enterprises, Inc. entered into a material definitive agreement on November 26, 2024, related to a direct financial obligation. The filing also includes Regulation FD disclosures and financial statements/exhibits.

Why It Matters

This 8-K filing indicates a significant financial event for Eos Energy Enterprises, potentially impacting its financial obligations and regulatory compliance.

Risk Assessment

Risk Level: medium — Material definitive agreements and financial obligations can introduce new risks or alter existing ones for a company.

Key Players & Entities

• Eos Energy Enterprises, Inc. (company) — Registrant
• November 26, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-39291 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share EOSE The Nasdaq Stock Mar
• $398.6 million — an aggregate principal amount of up to $398.6 million through the DOE's Clean Energy Financin
• $277,497,000 — egate maximum principal amount of up to $277,497,000 and an aggregate maximum amount of capi
• $25,953,000 — amount of capitalized interest of up to $25,953,000. The DOE Transaction Documents provide
• $3,865,017.37 — and expenses in an aggregate amount of $3,865,017.37. The Company is obligated to reimburse
• $210.5 million — nt to which the Lenders have provided a $210.5 million secured multi-draw facility (the "Delay
• $170 million — Loan") to be made in four installments ($170 million which has already been funded by the Le
• $105 million — eady been funded by the Lenders), and a $105 million revolving credit facility, to be made a

Filing Documents

• ea0223329-8k_eos.htm (8-K) — 52KB
• ea022332901ex10-1_eos.htm (EX-10.1) — 195KB
• ea022332901ex10-2_eos.htm (EX-10.2) — 120KB
• ea022332901ex10-3_eos.htm (EX-10.3) — 1380KB
• ea022332901ex10-4_eos.htm (EX-10.4) — 1061KB
• ea022332901ex99-1_eos.htm (EX-99.1) — 27KB
• ex99-1_001.jpg (GRAPHIC) — 20KB
• ex99-1_002.jpg (GRAPHIC) — 11KB
• 0001213900-24-104809.txt ( ) — 3648KB
• eose-20241126.xsd (EX-101.SCH) — 4KB
• eose-20241126_def.xml (EX-101.DEF) — 26KB
• eose-20241126_lab.xml (EX-101.LAB) — 36KB
• eose-20241126_pre.xml (EX-101.PRE) — 25KB
• ea0223329-8k_eos_htm.xml (XML) — 5KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. DOE Loan Guarantee Agreement, FFB Note Purchase Agreement and FFB Promissory Note As previously disclosed, on August 31, 2023, the U.S. Department of Energy (the "DOE") issued a conditional commitment letter to Eos Energy Enterprises, Inc. (the "Company") for a loan facility of an aggregate principal amount of up to $398.6 million through the DOE's Clean Energy Financing Program (the "DOE Loan Program") to be arranged by the DOE and extended by the Federal Financing Bank (the "FFB"). On November 26, 2024, (i) the Company, the DOE, and the FFB entered into a Note Purchase Agreement (the "FFB Note Purchase Agreement") pursuant to which, among other things, the DOE provided a guarantee (the "DOE Guarantee") of the Company's (x) obligations to repay the term loan borrowings (such loans, collectively, the "Guaranteed Loan") provided by the FFB to the Company and evidenced by a future advance promissory note (the "FFB Promissory Note") and (y) the Company's other obligations owing to FFB in respect of the Guaranteed Loan and (ii) in connection and concurrently therewith, the Company entered into a Loan Guarantee Agreement (the "DOE Loan Guarantee Agreement", and together with the FFB Note Purchase Agreement, the FFB Promissory Note, the DOE Guarantee and the other documents executed and delivered in connection therewith, the "DOE Transaction Documents") with the DOE. The FFB Promissory Note provides for the extension of the Guaranteed Loan in an aggregate maximum principal amount of up to $277,497,000 and an aggregate maximum amount of capitalized interest of up to $25,953,000. The DOE Transaction Documents provide for a multi draw term loan facility (the "DOE Loan Facility") under a series of at least two and, if the Company elects, up to four tranches of the Guaranteed Loan (each, a "Tranche"), subject to the achievement of certain milestone conditions, with each Tranche corresponding to the production, maintena

01 by reference

Item 1.01 by reference.

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. The information contained in Item 1.01 of this Report on Form 8-K regarding the FFB Note Purchase Agreement, FFB Promissory Note, Loan Guarantee Agreement, and Security Agreement are incorporated into this Item 2.03. 2

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 3, 2024, the Company issued a press release announcing the entry into the FFB Note Purchase Agreement, FFB Promissory Note, Loan Guarantee Agreement and Cerberus Amendment. A copy of this press release is attached hereto as Exhibit 99.1 to this Report 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 of 1933, as amended (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. Forward-looking statements include, but are not limited to, the FFB Credit Facility and statements regarding the receipt of funds under the FFB Credit Facility and the anticipated use of proceeds therefrom, obtaining the requisite approvals from the DOE to receive guarantees under the Loan Guarantee Agreement, our ability to meet the applicable conditions precedent under the Loan Guarantee Agreement, 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 accurately; our ability to generate cash, service indebtedness and incur additional indebtedness; our ability to achieve the operational milestones on the Delayed Draw Term Loan; our ability to raise financing in the future, including the discretionary revolving facility from Cerberus; our customers'

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 10.1 Note Purchase Agreement, dated November 26, 2024, by and among Eos Energy Enterprises, Inc., the U.S. Department of Energy and the Federal Financing Bank. 10.2 Future Advance Promissory Note of Eos Energy Enterprises, Inc., dated November 26, 2024. 10.3*# Loan Guarantee Agreement, dated November 26, 2024, by and between Eos Energy Enterprises, Inc. and the U.S. Department of Energy. 10.4*# Amendment to Credit Agreement, dated June 21, 2024, by and between Eos Energy Enterprises, Inc. and Cerberus Capital Management L.P. 99.1 Press release, dated December 3, 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). * Portions of these exhibits have been omitted pursuant to Item 601(b)(10) of Regulation S-K because they are both (i) not material and (ii) contain the type of information that the Company customarily and actually treats as private and confidential. # Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the Securities and Exchange Commission. 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: December 3, 2024 By: /s/ Nathan Kroeker Name: Nathan Kroeker Title: Chief Financial Officer 5

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View this 8-K filing on SEC EDGAR