Amended Statement of Beneficial Ownership (sc 13d/a)
04 Agosto 2022 - 6:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities
Exchange Act of 1934
(Amendment No. 4)
Eos Energy Enterprises, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
29415C 101
(CUSIP Number)
Bryant R. Riley
B. Riley Financial, Inc.
11100 Santa Monica Blvd, Suite 800
Los Angeles, CA 90025
(818) 884-3737
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 1, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
1 |
NAME OF REPORTING PERSONS
B. Riley Financial, Inc. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
AF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ☐
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
3,940,062 (1) |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
3,940,062 (1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,940,062 (1) |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%* |
14. |
TYPE OF REPORTING PERSON
HC |
| * | Percent of class is calculated
based on (i) 59,650,960 shares of common stock, par value $0.0001 (the “Common Stock”), of Eos Energy Enterprises, Inc. (the
“Issuer”) outstanding as of July 27, 2022, as reported by the Issuer in its Form 10-Q filed with the U.S. Securities and
Exchange Commission on August 1, 2022. (the “10-Q”) plus (ii) 325,000 shares of Common Stock issuable upon the exercise of
the Warrants (as defined herein), which are exercisable within 60 days. |
| (1) | Includes 325,000 shares of Common
Stock issuable upon exercise of the Warrants held by BRF Investments, LLC (“BRFI”). |
1 |
NAME OF REPORTING PERSONS
BRF Investments, LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ☐
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
3,940,062 (1) |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
3,940,062 (1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,940,062 (1) |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%* |
14. |
TYPE OF REPORTING PERSON
OO |
| * | Percent of class is calculated
based on (i) 59,650,960 shares of the Common Stock of the Issuer outstanding as of July 27, 2022, as reported by the Issuer in the 10-Q
plus (ii) 325,000 shares of Common Stock issuable upon the exercise of the Warrants (as defined herein), which are exercisable within
60 days. |
| (1) | Includes 325,000 shares of Common
Stock issuable upon exercise of the Warrants held by BRFI. |
1 |
NAME OF REPORTING PERSONS
Bryant R. Riley |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
PF, AF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ☐
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
7 |
SOLE VOTING POWER
26,870 (2) |
8 |
SHARED VOTING POWER
3,940,062 (1) |
9 |
SOLE DISPOSITIVE POWER
26,870 (2) |
10 |
SHARED DISPOSITIVE POWER
3,940,062 (1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,966,932 (1)(2) |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%* |
14. |
TYPE OF REPORTING PERSON
IN |
| * | Percent of class is calculated
based on (i) 59,650,960 shares of the Common Stock of the Issuer outstanding as of July 27, 2022, as reported by the Issuer in the 10-Q
plus (ii) 325,000 shares of Common Stock issuable upon the exercise of the Warrants (as defined herein), which are exercisable within
60 days. |
| (1) | Includes 325,000 shares of Common
Stock issuable upon exercise of the Warrants held by BRFI. |
| (2) | Includes 15,101 shares of Common
Stock issuable upon exercise of the Warrants held by Bryant R. Riley. |
This Amendment No. 4 (the “Amendment No. 3”) amends and
supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission on June 1, 2020, as amended by Amendment No. 1 filed
on December 2, 2020, and as amended by Amendment No. 2 filed on August 31, 2021, and as amended by Amendment No. 3 filed on November 19,
2021 (collectively and as amended, the “Schedule 13D”). Except as set forth herein, the Schedule 13D is unmodified and remains
in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D.
ITEM 5. INTEREST OF SECURITIES OF THE ISSUER.
Item 5 of the Original Schedule 13D is hereby amended and restated
in its entirety as follows:
(a) – (b)
|
1. |
As of the date hereof, BRFI beneficially owned directly 3,615,062 shares of Common Stock and 325,000 shares of Common Stock issuable upon the exercise of the Warrants, together representing 7.1% of the Issuer’s Common Stock. |
|
2. |
BRF is the parent company of BRFI. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRFI. |
|
3. |
Bryant R. Riley may beneficially own 26,870 shares of Common Stock representing 0.04% of the Issuer’s Common Stock, of which (i) 16,762 shares, outstanding or issuable upon the exercise of the Warrants, are held jointly with his wife, Carleen Riley, which includes 14,993 Warrants received upon the distribution from a limited partnership (ii) 27 shares, issuable upon the exercise of the Warrants, received upon distribution from a limited partnership are held as sole custodian for the benefit of Abigail Riley, (iii) 27 shares, issuable upon the exercise of the Warrants, received upon distribution from a limited partnership are held as sole custodian for the benefit of Charlie Riley, (iv) 27 shares, issuable upon the exercise of the Warrants, received upon distribution from a limited partnership are held as sole custodian for the benefit of Susan Riley, (v) 27 shares, issuable upon the exercise of the Warrants, received upon distribution from a limited partnership are held as sole custodian for the benefit of Eloise Riley, and (vi) 10,000 shares are held as sole trustee of the Robert Antin Children Irrevocable Trust. Bryant R. Riley may also beneficially own 3,940,062 shares of Common Stock, representing 7.1% of the Issuer’s Common Stock, outstanding or issuable upon the exercise of the Warrants and held directly by BRFI in the manner specified in paragraph (1) above. Bryant R. Riley disclaims beneficial ownership of the shares held by BRFI or the Robert Antin Children Irrevocable Trust in each case except to the extent of his pecuniary interest therein. |
(c) Except for the transactions described in Item
4 and Schedule B of this Schedule 13D, the Reporting Persons have not engaged in any transaction during the past 60 days involving the
common stock of the Issuer.
(d) None.
(e) Not applicable.
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and
belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 04, 2022
B. RILEY FINANCIAL, INC. |
|
|
|
/s/ Bryant Riley |
|
Name: Bryant Riley |
|
Title: Co-Chief Executive Officer |
|
BRF INVESTMENTS, LLC. |
|
|
|
/s/ Phillip Ahn |
|
Name: Phillip Ahn |
|
Title: Authorized Signatory |
|
|
|
/s/ Bryant R. Riley |
|
Name: Bryant R. Riley |
|
SCHEDULE A
Executive Officers and Directors of B. Riley
Financial, Inc.
Name and Position |
|
Present Principal Occupation |
|
Business Address |
|
Citizenship |
Bryant R. Riley
Chairman of the Board of Directors and Co-Chief Executive Officer |
|
Chief Executive Officer of B. Riley Capital Management, LLC; Co-Executive Chairman of B. Riley Securities, Inc.; and Chairman of the Board of Directors and Co-Chief Executive Officer of B. Riley Financial, Inc. |
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025 |
|
United States |
Thomas J. Kelleher
Co-Chief Executive Officer and Director |
|
Co-Chief Executive Officer and Director of B. Riley Financial, Inc.; Co-Executive Chairman of B. Riley Securities, Inc.; and President of B. Riley Capital Management, LLC |
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025 |
|
United States |
Phillip J. Ahn
Chief Financial Officer and Chief Operating Officer |
|
Chief Financial Officer and Chief Operating Officer of B. Riley Financial, Inc. |
|
30870 Russell Ranch Rd
Suite 250
Westlake Village, CA 91362 |
|
United States |
Kenneth Young
President |
|
President of B. Riley Financial, Inc.; and Chief Executive Officer of B. Riley Principal Investments, LLC |
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025 |
|
United States |
Alan N. Forman
Executive Vice President, General Counsel and Secretary |
|
Executive Vice President, General Counsel and Secretary of B. Riley Financial, Inc. |
|
299 Park Avenue, 21st Floor
New York, NY 10171 |
|
United States |
Howard E. Weitzman
Senior Vice President and Chief Accounting Officer |
|
Senior Vice President and Chief Accounting Officer of B. Riley Financial, Inc. |
|
30870 Russell Ranch Rd
Suite 250
Westlake Village, CA 91362 |
|
United States |
Robert L. Antin
Director |
|
Co-Founder of VCA, Inc., an owner and operator of Veterinary care centers and hospitals |
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025 |
|
United States |
Tammy Brandt
Director |
|
Chief Legal Officer, Head of Business and Legal Affairs at FaZe Clan Inc.; a leading gaming, lifestyle, and media platform |
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025 |
|
United States |
Robert D’Agostino
Director |
|
President of Q-mation, Inc., a supplier of software solutions |
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025 |
|
United States |
Renée E. LaBran
Director |
|
Founding partner of Rustic Canyon Partners (RCP), a technology focused VC fund |
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United States |
Randall E. Paulson
Director |
|
Special Advisor to Odyssey Investment Partners, LLC, a private equity investment firm |
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United States |
Michael J. Sheldon
Director |
|
Chairman and Chief Executive Officer of Deutsch North America, a creative agency – Retired |
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United States |
Mimi Walters
Director |
|
U.S. Representative from California’s 45th Congressional District – Retired |
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025 |
|
United States |
Mikel Williams
Director |
|
Chief Executive Officer and Director of privately held Targus International, LLC, supplier of carrying cases and accessories |
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025 |
|
United States |
SCHEDULE B
Transactions within the Past 60 Days
Trade Date |
|
Transaction |
|
Amount of
Securities |
|
|
Price |
|
|
Reporting Person |
8/2/2022 |
|
Sale |
|
|
1,041,808 |
|
|
$ |
2.8097 |
|
|
BRF Investments, LLC |
8/3/2022 |
|
Sale |
|
|
377,377 |
|
|
$ |
2.7035 |
|
|
BRF Investments, LLC |
8/4/2022 |
|
Sale |
|
|
335,531 |
|
|
$ |
2.7039 |
|
|
BRF Investments, LLC |
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