Eos Energy Enterprises, Inc. Announces $8.0 Million Registered Direct Offering and Concurrent Private Placement
15 Maio 2023 - 10:00AM
Eos Energy Enterprises, Inc. (NASDAQ: EOSE) (“Eos” or the
“Company”), a leading provider of safe, scalable, efficient, and
sustainable zinc-powered long-duration energy storage systems,
today announced that it has entered into a definitive agreement for
the purchase and sale of an aggregate of 3,601,980 shares of the
Company’s common stock at a purchase price of $2.221 per share in a
registered direct offering. The Company has also agreed to issue in
a concurrent private placement unregistered warrants to purchase up
to an aggregate of 3,601,980 shares of common stock. The warrants
will have an exercise price of $2.50 per share, become exercisable
no later than July 15, 2023, and will expire five years from the
initial exercisability date. The closing of the offering is
expected to occur on or about May 17, 2023, subject to the
satisfaction of customary closing conditions.
The gross proceeds to the Company from the
offering are expected to be approximately $8.0 million, before
deducting advisory fees and other offering expenses payable by the
Company. The Company intends to use the net proceeds from this
offering as working capital as it awaits a determination from the
DOE’s loan program office on its loan application.
The securities described above (excluding the
warrants and the shares of common stock underlying the warrants)
are being offered and sold by the Company in a registered direct
offering pursuant to a “shelf” registration statement on Form S-3
(File No. 333-263298) that was originally filed with the Securities
and Exchange Commission (the “SEC”) on March 4, 2022, and declared
effective on April 25, 2022. The offering of such securities in the
registered direct offering is being made only by means of a
prospectus supplement that forms a part of the effective
registration statement. A final prospectus supplement and the
accompanying base prospectus relating to the registered direct
offering will be filed with the SEC and will be available on the
SEC’s website at www.sec.gov.
The warrants described above are being offered
in a private placement under Section 4(a)(2) of the Securities Act
of 1933, as amended (the “Act”), and Regulation D promulgated
thereunder and, along with the shares of common stock underlying
such warrants, have not been registered under the Act, or
applicable state securities laws. Accordingly, the warrants and the
underlying shares of common stock may not be offered or sold in the
United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Act and such applicable state securities
laws.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
described herein, nor shall there be any sale of these securities
in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or other
jurisdiction.
TD Cowen served as the financial advisor to Eos
for the offering.
About Eos
Eos Energy Enterprises, Inc. is accelerating the
shift to clean energy with positively ingenious solutions that
transform how the world stores power. Our breakthrough Znyth™
aqueous zinc battery was designed to overcome the limitations of
conventional lithium-ion technology. Safe, scalable, efficient,
sustainable—and manufactured in the U.S.—it's the core of our
innovative systems that today provide utility, industrial and
commercial customers with a proven, reliable energy storage
alternative for 3- to 12-hour applications. Eos was founded in 2008
and is headquartered in Edison, New Jersey. For more information
about Eos (NASDAQ: EOSE), visit eose.com.
Contacts |
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Forward-Looking Statements
This press release includes certain statements that may
constitute "forward-looking statements" for purposes of the federal
securities laws. Forward-looking statements include, but are not
limited to, statements that refer to 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 may include, for example, statements about the closing
of the offering. These forward-looking statements are based on
information available as of the date of this press release, and
current expectations, forecasts and assumptions, and involve a
number of judgments, risks and uncertainties. Accordingly,
forward-looking statements should not be relied upon as
representing the parties' views as of any subsequent date, and Eos
does not undertake any obligation to update forward-looking
statements to reflect events or circumstances after the date they
were made, whether as a result of new information, future events or
otherwise, except as may be required under applicable securities
laws. You should not place undue reliance on these forward-looking
statements. As a result of a number of known and unknown risks and
uncertainties, actual results or performance may differ materially
from those expressed or implied by these forward-looking
statements. Some factors that could cause actual results to differ
include, but are not limited to: (1) the outcome of any legal
proceedings that may be instituted against Eos; risks associated
with evolving energy policies in the United States and other
countries and the potential costs of regulatory compliance; risks
associated with changes to U.S. trade environment; risks resulting
from the impact of global pandemics, including the novel
coronavirus, Covid-19; (2) the ability to maintain the listing of
Eos’s shares of common stock on Nasdaq; (3) the ability of Eos’s
business to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees; risks related to the inflationary
economic environment; risk from supply chain disruptions and other
impacts of geopolitical conflict; (4) changes in applicable laws or
regulations; (5) the possibility that Eos may be adversely affected
by other economic, business, and/or competitive factors; other
factors beyond our control; risks related to adverse changes in
general economic conditions, including increased interest rates;
(6) our ability to generate cash, service indebtedness and incur
additional indebtedness; our ability to raise financing in the
future; (7) the amount of final tax credits available to our
customers or to Eos pursuant to the Inflation Reduction Act, (8)
uncertainties around our ability to secure conditional commitment
in a timely manner or at all, or final approval of a loan from the
Department of Energy, the Loan Programs Office, or the timing of
funding and the final size of any loan if approved, (9) the
possibility of a government shutdown as Eos remains in due
diligence on its loan application with the U.S. Department of
Energy Loan Programs Office, (10) our ability to develop efficient
manufacturing processes to scale and to forecast related costs and
efficiencies accurately; fluctuations in our revenue and operating
results; competition from existing or new competitors; the failure
to convert firm order backlog to revenue; (11) risks associated
with security breaches in our information technology systems; and
(12) other risks and uncertainties indicated from time to time in
the Annual Report on Form 10-K filed by Eos with the SEC for the
year ended December 31, 2022, and subsequent quarterly reports on
Form 10-Q, including those under the heading "Risk Factors"
therein, and other factors identified in Eos’s prior and future SEC
filings with the SEC, available at www.sec.gov. 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 Securities and Exchange
Commission 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 press release.
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