Eos Energy Enterprises: Director Departs, New Director Appointed

TL;DR

Eos Energy board shakeup: Smith out, Johnson in. New debt obligation filed.

AI Summary

On December 16, 2024, Eos Energy Enterprises, Inc. announced the departure of Director Michael L. Smith and the appointment of new Director David R. Johnson. The company also disclosed a direct financial obligation related to its operations.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, while new financial obligations require careful monitoring by investors.

Risk Assessment

Risk Level: medium — Board changes and new financial obligations introduce uncertainty regarding future company direction and financial health.

Key Players & Entities

• Eos Energy Enterprises, Inc. (company) — Reporting company
• Michael L. Smith (person) — Departing Director
• David R. Johnson (person) — Appointed Director
• December 16, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share EOSE The Nasdaq Stock Mar
• $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. For additional information concerning
• $68,279,365 — nd on December 19, 2024, the FFB funded $68,279,365 under the FFB Promissory Note. Item 5.
• $150,000 — icted stock units having a value of (i) $150,000, divided by (ii) the 10-day volume-weig
• $25,000 — e future (i) an annual cash retainer of $25,000, payable in equal quarterly installment
• $50,000 — mber of restricted stock units equal to $50,000 divided by the 10-Day VWAP, and the cha

Filing Documents

• ea0225304-8k_eos.htm (8-K) — 41KB
• ea022530401ex99-1_eos.htm (EX-99.1) — 17KB
• ea022530401ex99-2_eos.htm (EX-99.2) — 14KB
• ex99-1_001.jpg (GRAPHIC) — 18KB
• ex99-1_002.jpg (GRAPHIC) — 11KB
• ex99-2_001.jpg (GRAPHIC) — 18KB
• ex99-2_002.jpg (GRAPHIC) — 11KB
• 0001213900-24-110649.txt ( ) — 380KB
• eose-20241216.xsd (EX-101.SCH) — 4KB
• eose-20241216_def.xml (EX-101.DEF) — 26KB
• eose-20241216_lab.xml (EX-101.LAB) — 36KB
• eose-20241216_pre.xml (EX-101.PRE) — 25KB
• ea0225304-8k_eos_htm.xml (XML) — 5KB

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 November 26, 2024, (i) Eos Energy Enterprises, Inc. (the "Company"), the U.S. Department of Energy (the "DOE"), and the Federal Financing Bank (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. For additional information concerning the DOE Transaction Documents, please see the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2024 (the "Prior Filing"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Prior Filing. On December 16, 2024, the Company delivered to the DOE and the FFB an initial advance request, and on December 19, 2024, the FFB funded $68,279,365 under the FFB Promissory Note.

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 16, 2024, pursuant to the terms of the Series B Preferred Stock (as defined below) of the Company, the holder of the Series B-1 Convertible Preferred Stock of the Company ("Series B-1 Preferred Stock"), Series B-2 Convertible Preferred Stock of the Company ("Series B-2 Preferred Stock") and Series B-3 Convertible Preferred Stock ("Series B-3 Preferred Stock" and, collectively with Series B-1 Preferred Stock and Series B-2 Preferred Stock, "Series B Preferred Stock") elected David Urban to serve on the board of directors of the Company (the "Board"). David Urban currently serves as Managing Director for BGR Group ("BGR"), a bipartisan lobbying and public relations firm, and Of Counsel at Torridon Law PLLC, where he advises high-profile clients across several industries including energy, telecommunications, and defense. Previously, from 2002 to 2020, Mr. Urban served as President of the American Continental Group, a leading bi-partisan government affairs and strategic consulting firm. Mr. Urban is admitted to practice before the Pennsylvania Supreme Court, the United States District Court for the Eastern District of Pennsylvania, the United States Court of Appeals for the Third Circuit and the United States Supreme Court. Urban also serves on the board directors of Virtu Financial Inc., SubCom Inc., and the Johnny Mac Soldiers Fund as well as the Global Advisory Council for Coinbase Global, Inc., Voyager Space Advisory Board, Regent Craft Advisory Board, and is a Senior Political Commentator on CNN. Mr. Urban earned a Bachelor of Science degree from the United States Military Academy at West Point, a Master of Government Administration degree from the University of Pennsylvania and a Juris Doctor degree from the Temple University School of Law. Upon graduating from West Point, Urban was as an artill

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 17, 2024, the Company issued a press release announcing the appointment of Mr. Urban to the Board. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On December 19, 2024, the Company issued a press release announcing the funding under the DOE Loan Guarantee Agreement. A copy of the Company's press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The information in Item 7.01 of this Report, including Exhibits 99.1 and 99.2, 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 Exhibits 99.1 and 99.2, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

01 Financial Statement and Exhibits

Item 9.01 Financial Statement and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Form of Indemnification Agreement for Preferred Stock directors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Eos Energy Enterprises, Inc. on July 29, 2024). 99.1 Press release, dated December 17, 2024, issued by Eos Energy Enterprises, Inc. (furnished pursuant to Item 7.01). 99.2 Press release, dated December 19, 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). 2 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 19, 2024 By: /s/ Nathan Kroeker Name: Nathan Kroeker Title: Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR