EOSE Eos Energy Enterprises
Filed: 10 May 21, 6:34am
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 10, 2021
EOS ENERGY ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction|
3920 Park Avenue
Edison, New Jersey 08820
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (732) 225-8400
(Former name or former address, if changed since last report)
|☐||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)|
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, par value $0.0001 per share||EOSE||The Nasdaq Stock Market LLC|
|Warrants, each exercisable for one share of common stock||EOSEW||The Nasdaq Stock Market LLC|
Emerging growth company ☒
Item 1.01 Entry Into A Material Definitive Agreement.
On May 10, 2021, Eos Energy Enterprises, Inc. (the “Company”) amended (i) its existing registration rights agreement dated May 19, 2020 by and among the Company, B. Riley Principal Sponsor Co. II, LLC and the other parties thereto (the “Amendment to BMRG Registration Rights Agreement”) and (ii) its existing registration rights agreement dated November 16, 2020 by and among the Company and the security holders party thereto (the “Amendment to Shareholder Registration Rights Agreement”) to modify the lockup applicable to the shares of common stock held by holders party to such agreement. The lockup expires upon the satisfaction of certain conditions, including if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after November 16, 2020. The amendment provides that if such price is achieved, the lock-up period will end no earlier than August 1, 2021. The other lockup expiration provisions remain unchanged. In addition, the amendment adds customary confidentiality provisions applicable to the shareholders. The parties to the Amendment to BMRG Registration Rights Agreement and the Amendment to Shareholder Registration Rights Agreement, including B. Riley Principal Sponsor Co. II, LLC and its affiliates, have various material relationships with the Company. For further information concerning the other material relationships between the Company and such parties, including B. Riley Principal Sponsor Co. II, LLC and its affiliates, see “Certain Relationships and Related Party Transactions” in the Company’s proxy statement for its 2021 annual meeting, filed with the U.S. Securities and Exchange Commission on April 30, 2021 and incorporated herein by reference.
The description above does not purport to be complete and is qualified in its entirety by the Amendment to BMRG Registration Rights Agreement and the Amendment to Shareholder Registration Rights Agreement, which are filed herewith as Exhibit 4.1 and 4.2 to this Current Report on Form 8-K and are incorporated by reference herein, respectively.
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that any such forward-looking statements are subject to risks and uncertainties. The Company undertakes no obligation to update any forward-looking statements.
Item 9.01 Financial Statement and Exhibits.
|Description of Document|
|EOS ENERGY ENTERPRISES, INC.|
|Dated: May 10, 2021||By:||/s/ Sagar Kurada|
|Title:||Chief Financial Officer|