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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): February 13, 2024

 

EOS ENERGY ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39291   84-4290188

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

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

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On February 13, 2024, the Company issued a press release providing its preliminary results for the fourth quarter and year ended December 31, 2023 and certain other business updates. A copy of the press release is furnished herewith as Exhibit 99.1.

 

The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

 

Item 7.01 Regulation FD Disclosure.

 

Item 2.02 above is incorporated herein by reference.

 

The information furnished under this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

 

Item 8.01 Other Events.

 

The Company expects to record revenue of $6.6 million for the quarter ended December 31, 2023, a 148% increase compared to the quarter ended December 31, 2022, and revenue of $16.4 million for the full year ended December 31, 2023, as the Company transitioned manufacturing to the Eos Z3TM Cube and ramped up its semi-automated manufacturing facility. As a result of this transition, gross margin for the year ended December 31, 2023 is expected to improve by 30% to 50% over the prior year. The Company had an ending cash balance (excluding restricted cash) of $69.5 million and an orders backlog of $534.8 million as of December 31, 2023. These preliminary results for the quarter and year ended December 31, 2023 are preliminary and estimated based on the information available to us at this time, and should not be viewed as a substitute for our interim unaudited condensed consolidated financial statements prepared in accordance with GAAP. Actual financial results for the quarter and year ended December 31, 2023, may differ materially from the preliminary financial results. Accordingly, you should not place undue reliance on these preliminary results.

 

The preliminary results for the quarter and year ended December 31, 2023 have been prepared by and are the responsibility of management. Neither our independent registered public accounting firm, nor any other independent accountants, have audited, reviewed, compiled or performed any procedures with respect to the preliminary results, nor have they expressed any opinion or any other form of assurance with respect thereto.

 

Item 9.01 Financial Statement and Exhibits

 

(d) Exhibits

 

Exhibit  

Number 

  Description of Document
     
99.1   Press Release dated February 13, 2024
104   Cover page of this Current Report on Form 8-K formatted in Inline XBRL

 

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: February 13, 2024 By: /s/ Nathan Kroeker
    Name: Nathan Kroeker
    Title: Chief Financial Officer