Form 8-K - Current report

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): March 25, 2024

Heliogen, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40209

85-4204953

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

130 West Union Street

Pasadena, California 91103


(Address of Principal Executive Offices)

Registrant's telephone number, including area code: (626) 720-4530

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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, $0.0001 par value per share

HLGN

New York Stock Exchange*

Warrants, each 35 warrants exercisable for one share of common stock at an exercise price of $402.50 per share

HLGN.W

New York Stock Exchange*

Preferred Share Purchase Rights

N/A

New York Stock Exchange*

* The registrant’s common stock and warrants began trading exclusively on the over-the-counter market on November 8, 2023 under the symbols “HLGN” and “HLGNW”, respectively.

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 x

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. x

Item 2.02 Results of Operations and Financial Condition.

On March 25, 2024, Heliogen, Inc. (the “Company”) issued a press release announcing information regarding its results of operations and financial condition for the fourth quarter and full year 2023 and the appointment of Mr. Phelps Morris as Chief Financial Officer of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, unless specifically identified therein as being incorporated by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 25, 2024, the Company announced that Phelps Morris has been appointed to serve as Chief Financial Officer of the Company, effective April 1, 2024 (the “Effective Date”).

Prior to joining the Company, Mr. Morris, age 50, served as Chief Financial Officer of FTC Solar, Inc. (NASDAQ: FTCI) from March 2022 to November 2023 where he led and oversaw all aspects of the finance function. Previously, he served as Senior Vice President and Treasurer of True Blue, Inc. (NYSE: TBI) from November 2016 to March 2022. Mr. Morris also acted as Vice President, Investor Relations at Sunedison, Inc. (NYSE: SUNE) from May 2014 to August 2016. Mr. Morris brings extensive knowledge of the solar industry, and more than 20 years of experience in finance with expertise spanning treasury, capital markets, mergers and acquisitions, risk management and investor relations. Mr. Morris is a Certified Financial Analyst charterholder and holds an MBA from the Ross School of Business at the University of Michigan and a BA in Economics from Middlebury College.

Pursuant to the terms of Mr. Morris’s executive employment agreement, he is entitled to an annual base salary of $400,000 and an annual target bonus equal to 100% of his base salary. Subject to the approval of the Compensation Committee of the Board of Directors of the Company, Mr. Morris will also receive an award of 75,000 restricted stock units (“RSUs”), of which 25% will vest on the first anniversary of the Effective Date, and 6.25% will vest each quarter thereafter. The vesting of Mr. Morris's RSUs is contingent upon his continuous employment at the Company through each such vesting date. A copy of Mr. Morris’s executive employment agreement is filed with this Current Report on Form 8-K as Exhibit 10.1. The foregoing description of the terms of Mr. Morris’s executive employment agreement is qualified in its entirety by reference to the full text thereof, which is incorporated by reference herein.

In connection with Mr. Morris’s appointment, he is expected to enter into the Company’s standard form of indemnification agreement, the form of which is filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on January 6, 2022. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Mr. Morris for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as an officer of the Company.

There are no arrangements or understandings between Mr. Morris and any other person pursuant to which Mr. Morris was appointed as an officer of the Company. There are no family relationships between Mr. Morris and any director or executive officer of the Company. Mr. Morris does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Alan Gahm, who has been serving as the Company’s Interim Chief Financial Officer since January 2024 will step down from his role as the Interim Chief Financial Officer upon the effectiveness of Mr. Morris’s appointment.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description
10.1†						Executive Employment Agreement, dated March 25 , 2024, by and between Phelps Morris and Heliogen, Inc .
99.1						Press Release of Heliogen, Inc. dated March 25, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

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 thereunto duly authorized.


			Heliogen, Inc.

Dated:	March 25, 2024	By:	/s/ Christiana Obiaya
			Christiana Obiaya
			Chief Executive Officer

Exhibit 10.1

HELIOGEN, INC.

EXECUTIVE EMPLOYMENT AGREEMENT

for

PHELPS MORRIS

This Executive Employment Agreement (“Agreement”) is entered into by and between Phelps Morris (the “Executive”) and Heliogen, Inc., a Delaware corporation (the “Employer”).

Whereas, the Employer values the Executive as a critical leader in the Employer’s organization and desires to employ the Executive to provide services to the Employer;

Whereas, the Employer wishes to provide the Executive with certain compensation and benefits in return for the Executive’s continued services as set forth in this Agreement; and

Whereas, the Executive wishes to be employed by the Employer and provide personal services to the Employer in return for certain compensation and benefits as set forth in this Agreement;

Now, Therefore, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows:

1.Employment by the Employer.

1.1 Position. The Employer agrees to employ the Executive in the position of Chief Financial Officer and the Executive hereby accepts such employment. The effective date of this Agreement shall be April 1, 2024 (the “Effective Date”). The Executive acknowledges that, for payroll and tax reporting purposes, Executive’s “employer” may be a subsidiary or affiliate of the Employer (including Heliogen Holdings, Inc.). Subject to Section 4 below, during the Executive’s employment with the Employer, the Executive will devote the Executive’s best efforts and substantially all of the Executive’s business time and attention to the business of the Employer, except for vacation and other days off, as set forth in the applicable Employer policy, and reasonable periods of illness or other incapacities permitted by the Employer’s general employment policies, and the Employer’s Employee Handbook (collectively, “Employment Policies”). The Executive will report directly to the Employer’s Chief Executive Officer.

1.2 Duties. The Executive shall serve in an executive capacity and shall perform the customary duties of the Executive’s position, and such duties as are assigned to the Executive from time to time, consistent with the bylaws and Employment Policies of the Employer and as required by the Chief Executive Officer and the Board.

1.3 Location. The Executive’s primary work location shall be the Employer’s office located in Houston, Texas. The Employer reserves the right to reasonably require the Executive to perform the Executive’s duties at other places from time to time, and to require reasonable business travel, including international travel (all subject to reimbursement for applicable travel costs in accordance with Section 2.6).

1.4 Policies and Procedures. The employment relationship between the parties shall also be governed by the Employment Policies and practices of the Employer, including those relating to protection of confidential information and assignment of inventions, except that when the terms of this Agreement differ from or are in conflict with the Employment Policies or practices, this Agreement shall control.

2. Compensation.

2.1 Salary. The Executive shall receive for services to be rendered hereunder a monthly base salary of $33,333.00 ($400,000.00 annualized), subject to applicable payroll withholding and deductions, and payable in accordance with the Employer’s regular payroll schedule (“Base Salary”). The Base Salary shall be reviewed annually and is subject to increase in the discretion of the Employer’s Board of Directors (the “Board”) (or any authorized committee thereof).

2.2 Annual Incentive Bonus. The Executive will be eligible to participate in the Employer’s Executive Annual Bonus Plan and earn an annual incentive bonus in a target amount of one hundred percent (100%) of Base Salary, subject to applicable payroll deductions and withholdings (“Bonus”), based upon the Board’s assessment of the Executive’s achievement of goals established by the Board, as mutually agreed with the Chief Executive Officer, which goals may be objective, subjective, or a combination thereof (each calendar year to which a Bonus relates, a “Bonus Year”). No Bonus is guaranteed and, except as otherwise set forth in Section 5.3, in order to earn any Bonus, the Executive must remain an active employee through the end of the applicable Bonus Year. Payment of any earned Bonus shall be made in the calendar year following the applicable Bonus Year, on or before March 31 of such following calendar year.

2.3 Relocation. The Employer will provide relocation assistance of $20,000.00 for the Executive to relocate from the Executive’s current residence to the Houston, Texas area in accordance with the Employer’s standard relocation practices. Notwithstanding the foregoing, if the Executive’s employment with the Employer is terminated voluntarily by the Executive without Good Reason or terminated for Cause by the Employer prior to the twelve (12)-month anniversary of the Effective Date, the Executive shall be required to repay a pro rata portion (based on the number of months actually worked by the Executive) of the Relocation Bonus to the Employer within thirty (30) days of the end of Executive’s employment.

2.4 Benefits. The Executive shall be entitled to all rights and benefits for which the Executive is eligible under the terms and conditions of the standard Employer benefits and compensation practices which may be in effect from time to time and provided by the Employer to its employees generally. The Executive will be eligible for any additional benefits provided to the Employer’s executive employees generally. The Employer may change employee benefits from time to time in its discretion.

2.5 Equity Compensation. Subject to the approval of the Board, the Employer shall grant the Executive a number of restricted stock units representing 75,000 shares of the Employer’s common stock, following the date of grant as set forth in the Employer’s 2021 Equity Incentive Plan (such grant, the “RSUs”). The vesting commencement date of the RSUs shall be the Effective Date (the “Vesting Commencement Date”). The RSUs shall vest according to the following schedule: 25% of the RSUs shall vest on the first anniversary of the Vesting Commencement Date, and 6.25% of the RSUs shall vest on each of the subsequent twelve (12) Quarterly Dates (as defined below) thereafter, subject to the Executive’s continuous service through each applicable vesting date, except as otherwise provided in Section 5 below. “Quarterly Date” means each of March 15, June 15, September 15, and December 15. The Executive shall be entitled to be considered for additional equity grants beginning in fiscal year 2025 on the same basis as similarly situated executives of the Employer, as approved by the Board (or a committee thereof) in its sole, good faith discretion.

2.6 Business Expenses. The Employer will pay or reimburse the Executive for all reasonable business expenses incurred or paid by the Executive in the performance of the Executive’s duties and responsibilities for the Employer, subject to such reasonable substantiation and documentation as may be required by the Employer, and subject to any other reasonable restrictions on or policies governing such expenses as set by the Employer from time to time.

3. Proprietary Information Obligations.

3.1 Confidentiality Agreement. As a condition of the Executive’s ongoing employment, the Executive agrees to execute and abide by the Employee Confidentiality & Non-Disclosure Agreement entered into between the Executive and the Employer, a copy of which is attached hereto as Exhibit A.

3.2 Third Party Agreements and Information. The Executive represents and warrants that the Executive’s employment by the Employer will not conflict with any employment, consulting, restrictive covenant, non-disclosure, or other agreements or continuing obligations with any third party, and that the Executive will perform the Executive’s duties to the Employer without violating any such agreement(s) and obligations. The Executive represents and warrants that the Executive does not possess confidential information arising out of prior employment, consulting, or other third-party relationships, which would be used in connection with the Executive’s employment by the Employer, except as expressly authorized by that third party. During the Executive’s employment by the Employer, the Executive will use in the performance of the Executive’s duties only information which is generally known and used by persons with training and experience comparable to the Executive’s own, common knowledge in the industry, otherwise legally in the public domain, or obtained or developed by the Employer or by the Executive in the course of the Executive’s work for the Employer.

4. Outside Activities During Employment.

4.1 Exclusive Employment. The Executive shall devote the Executive’s best efforts and substantially all of the Executive’s business time and attention to the Executive’s duties and responsibilities as Chief Financial Officer except as otherwise provided in Section 1.1; provided, that it shall not be a violation of the foregoing for the Executive to (a) serve on the boards of directors of non-profit organizations and, with the prior written approval of the Board, other for-profit companies, (b) participate in charitable, civic, educational, professional, community or industry affairs, or (c) manage Executive’s personal investments, so long as such activities do not, individually or in the aggregate, materially interfere or conflict with the Executive’s duties hereunder or conflict or compete with the business of the Company.

4.2 Noncompetition. During the Executive’s employment by the Employer, except on behalf of the Employer, the Executive will not directly or indirectly, whether as an officer, director, stockholder, member, manager, partner, proprietor, associate, representative, consultant, or in any capacity whatsoever engage in, become financially interested in, or be employed by any other person, corporation, firm, partnership or other entity whatsoever which were known by the Executive to compete directly with the Employer, throughout the world, in the solar renewable energy area. Anything above to the contrary notwithstanding, nothing in this Agreement shall prevent or restrict the Executive from: (a) owning, as a passive investor, securities of or other interests in any competitor corporation, firm, partnership or other entity, so long as the Executive’s direct holdings in any one such corporation, firm, partnership or other entity shall not in the aggregate constitute more than three percent (3%) of the voting securities of such corporation, firm, partnership or other entity, (b) owning a passive equity interest in a private debt or equity investment fund in which the Executive does not have the ability to control or influence any investment decisions or exercise any managerial influence over such fund, or (c) managing the personal finances of the Executive or the Executive’s immediate family, or with respect to the trust and estate planning for the Executive or the Executive’s immediate family, subject to the restrictions otherwise set forth in this Agreement.

5. Termination Of Employment.

5.1 At-Will Relationship. The Executive’s employment relationship is at-will. Either the Executive or the Employer may terminate the employment relationship at any time, with or without Cause, with or without Good Reason or advance notice. Upon any termination of the Executive’s employment, the Executive shall be deemed to have resigned from any other office or position the Executive holds with the Employer and all of its subsidiaries and affiliates, effective as of the Separation Date (as defined below).

5.2 Payments upon Termination. Upon termination of the Executive’s employment for any reason, the Executive shall be paid or provided all accrued but unpaid Base Salary through the Executive’s last day of employment (the “Separation Date”), any earned but unpaid Bonus, reimbursement for any unreimbursed expenses pursuant to Section 2.6, and any vested payments, amounts, or benefits to which the Executive is entitled under the terms of the Employer’s employee benefit plans or equity compensation arrangements in accordance with their terms (collectively, the “Accrued Payments”).

5.3 Qualifying Termination. Upon a Qualifying Termination, the Executive will receive the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits (the “Severance Benefits”):

(a) The Company shall provide the Executive, as severance, the following benefits:

(i) twelve (12) months of the Executive’s then-current Base Salary (disregarding any reduction that may have given rise to Good Reason) (the “Cash Severance”). The Severance will be paid in equal bi-weekly installments as a continuation on the Employer’s regular payroll for a period of twelve (12) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; and

(ii) If Executive is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Termination, the Company will pay Executive’s COBRA group health insurance premiums (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and

(b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdings.

5.4 Qualifying Termination in Connection with a Change in Control. Upon a Qualifying Termination that occurs upon or within twelve (12) months following a Change in Control, the Executive shall receive (i) the Accrued Payments, and (ii) provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, (w) the Cash Severance, (x) the COBRA Severance, (y) in lieu of the Bonus Severance, an amount equal to the Executive’s target Bonus for the Bonus Year in which the Executive’s Involuntary Termination occurs and (z) the unvested portion of all outstanding options, restricted stock unit awards, and other equity awards covering the Employer’s common stock that are held by the Executive as of immediately prior to the Qualifying Termination, to the extent such equity awards would otherwise have vested solely conditioned on the Executive’s continued services with the Company, shall accelerate and vest in full effective as of the earliest date the Executive fulfills the Release Obligation, but shall be deemed effective as of the Executive’s employment termination date.

5.5 Non-Qualifying Termination. Upon a Non-Qualifying Termination, the Executive will only receive the Accrued Payments and will not be eligible to receive any Severance Benefits.

5.6 Definitions. For purposes of this Agreement, the following definitions shall apply:

(a) “Cause”: shall mean any one or more of the following: (a) the Executive’s willful and continued failure substantially to perform duties (other than as a result of total or partial Disability); (b) conviction of, including a plea of guilty or nolo contendere to, a felony or of a crime involving dishonesty or moral turpitude, including, without limitation, any act or crime involving misappropriation or embezzlement of Employer assets or funds; (c) willful malfeasance or willful misconduct in connection with the Executive’s duties hereunder; (d) the Executive’s material breach of any written agreement between the Executive and the Employer, including this Agreement and the Employer’s Employee Handbook, or of the Executive’s duty of loyalty to the Employer or its stockholders; and (e) the Executive’s noncompliance with or breach of any restrictive covenant, non-disclosure, or similar agreement(s) or continuing obligations with or to any third party, as determined by the Board in its reasonable, good faith discretion; provided, that “Cause” pursuant to the foregoing clauses (a), (c), or (d) shall exist only (i) if such Cause event results in or is likely to result in material damage to the Employer and its subsidiaries, taken as a whole, and (ii) after the Employer (or its subsidiaries) provides the Executive with written notice of the applicable Cause event (which specifically identifies, in reasonable detail, the basis for alleging a Cause event) and the Executive fails to cure the same (to the extent capable of cure) within thirty (30) days after receipt of such notice.

(b) “Change in Control”: shall have the meaning set forth in the Heliogen, Inc. 2021 Equity Incentive Plan.

(c) “Disability”: shall mean the Executive’s incapacity to perform the essential functions of the Executive’s job for a period of ninety (90) consecutive calendar days, or for at least sixty-five (65) business days within a twelve (12)-month period, provided that the Board shall terminate for Disability only in compliance with the Family Medical Leave Act, the Americans with Disabilities Act, and applicable corresponding state laws.

(d) “Good Reason” Good Reason shall exist for the Executive to terminate employment in the event of, without the Executive’s written consent: (a) a diminution in the Executive’s title, duties, authorities, or responsibilities; (b) a change in the Executive’s reporting relationship such that the Executive is no longer reporting directly to the Chief Executive Officer; (c) a reduction in the Executive’s Base Salary (other than a reduction, not to exceed 10%, as part of a proportionate, “across-the-board” salary reduction applicable to the Employer’s other executive officers, unless otherwise mutually agreed with the Executive), or target Bonus, or the Employer’s material breach of this Agreement; (d) a requirement by the Employer to relocate the Executive’s primary workplace that results in an increase in the Executive’s one-way driving distance by more than twenty-five (25) miles from the Executive’s then-current principal residence (provided, for the avoidance of doubt, that any requirement that the Executive physically work in the Employer’s Houston, Texas office location shall not constitute Good Reason). In order to resign for Good Reason, the Executive must first provide written notice to the Board of the condition(s) allegedly giving rise to Good Reason no later than thirty (30) days of learning of such condition(s), setting forth with particularity the condition(s) alleged to give rise to Good Reason and the Employer shall then have a period of thirty (30) days after receipt of the notice in order to cure such condition(s). If the condition(s) are not cured, the Executive must then resign from the Executive’s employment and any other office or position the Executive holds with the Employer and all of its subsidiaries and affiliates within thirty (30) days after the end of such cure period.

(e) “Non-Qualifying Termination”: means (a) the Executive’s employment was terminated by the Employer for Cause; (b) the Executive’s employment was terminated by the Executive without Good Reason; (c) the Executive’s employment was terminated due to the Executive’s death or Disability; or (d) the Executive’s employment was terminated by either the Executive or the Employer for any other reason other than a Qualifying Termination, as determined by the Board in its sole discretion.

(f) “Qualifying Termination”: means (a) the Executive’s employment was terminated by the Employer without Cause or by Executive with Good Reason; and (b) the Executive has met the requirements of the Release Obligation. A Qualifying Termination does not include any other termination of the Executive’s employment, including a termination due to the Executive’s death or Disability.

(g) “Release Obligation”: means that the Executive has signed a general release and waiver of claims in favor of the Employer and its affiliates that is substantially in the form of Exhibit B hereto (the “Separation Agreement”) and allowed the release and waiver to become fully effective without revocation within sixty (60) days following the Separation Date.

6. Section 409A. The payments and benefits under this Agreement are intended to qualify for exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended and the Treasury Regulations promulgated thereunder (collectively, “Section 409A”), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A to the extent necessary to avoid adverse taxation under Section 409A. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “Separation from Service” within the meaning of Section 409A. The Executive’s right to receive any installment payments will be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed by the Employer at the time of the Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Employer are deemed to be “non-qualified deferred compensation” subject to Section 409A, then, to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A and the related adverse taxation under Section 409A, such payments shall not be provided to the Executive prior to the earliest of (a) the expiration of the six-month period measured from the date of Separation from Service, (b) the date of the Executive’s death or (c) such earlier date as permitted under Section 409A without the imposition of adverse taxation. With respect to payments to be made upon execution of an

effective release, if the release revocation period spans two calendar years, payments will be made in the second of the two calendar years to the extent necessary to avoid adverse taxation under Section 409A. With respect to reimbursements or in-kind benefits provided to the Executive hereunder (or otherwise) that are not exempt from Section 409A, the following rules shall apply: (x) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of the Executive’s taxable years shall not affect the expenses eligible for reimbursement, or in-kind benefit to be provided in any other taxable year, (y) in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred and (z) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, the Employer makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute non-qualified deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, such Section.

7. Cooperation with Employer. During and after the Executive’s employment, the Executive will reasonably cooperate with the Employer in responding to the reasonable requests of the Board, Chief Executive Officer, and General Counsel, in connection with any and all existing or future litigation, arbitrations, mediations, or investigations brought by or against the Employer, or its affiliates, agents, officers, directors, or employees, whether administrative, civil or criminal in nature, in which the Employer reasonably deems the Executive’s cooperation necessary or desirable. The Employer shall either (i) reimburse the Executive directly for Executive’s reasonable costs and expenses (including attorneys’ fees) incurred in connection with such cooperation or (ii) furnish such costs and expenses at its own expense (including, but not limited to, providing counsel to the Executive), with the Employer selecting either (i) or (ii) in its discretion. In such matters, the Executive agrees to provide the Employer with reasonable advice, assistance and truthful information, including offering and explaining evidence, providing sworn truthful statements, and participating in discovery and trial preparation and testimony. The Executive also agrees to promptly send the Employer copies of all correspondence (for example, but not limited to, subpoenas) received by the Executive in connection with any such legal proceedings, unless the Executive is expressly prohibited by law from so doing.

8. Dispute Resolution.

8.1 To ensure the rapid and economical resolution of disputes that may arise in connection with the Executive’s employment with the Employer, the Executive and the Employer agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, the Executive’s employment with the Employer, or the termination of the Executive’s employment, shall be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §§ 1-16, to the fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS or its successor, under JAMS’ then applicable rules and procedures for employment disputes before a single arbitrator (available upon request and also currently available at http://www.jamsadr.com/rules-employment-arbitration/), in Los Angeles, California or at such other location as agreed to by the Employer and the Executive. The Executive acknowledges that by agreeing to this arbitration procedure, both the Executive and the Employer waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding.

8.2 All claims, disputes, or causes of action under this arbitration agreement, whether by the Executive or the Employer, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration.

8.3 This arbitration agreement shall not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of law, including, without limitation, claims brought pursuant to the California Private Attorneys General Act of 2004, as amended, the California Fair Employment and Housing Act, as amended,

and the California Labor Code, as amended, to the extent such claims are not permitted by applicable law(s) to be submitted to mandatory arbitration and the applicable law(s) are not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”). In the event the Executive intends to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other claims will remain subject to mandatory arbitration. The Executive will have the right to be represented by legal counsel at any arbitration proceeding.

8.4 Questions of whether a claim is subject to arbitration under this agreement shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator shall be authorized to award all relief that the Executive or the Employer would be entitled to seek in a court of law. The Employer shall pay all JAMS arbitration fees in excess of the administrative fees that the Executive would be required to pay if the dispute were decided in a court of law. Nothing in this arbitration agreement is intended to prevent either the Executive or the Employer from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction.

9. Other Corporate Matters.

9.1 Indemnification. In addition to being indemnified under the Employer’s bylaws, the Executive and the Employer will promptly enter into an indemnification agreement in substantially the same form provided to other similarly situated officers and directors of the Employer (to the extent the Executive and the Employer have not already entered into such an agreement) and such agreement shall include indemnification of the Executive in connection with any claims against the Executive in the Executive’s capacity as a director or officer of the Employer. The Executive will be named as an insured on the director and officer liability insurance policy currently maintained by the Employer or as may be maintained by the Employer from time to time.

10. General Provisions.

10.1 Notices. Any notices provided hereunder must be in writing and shall be deemed effective upon the earlier of personal delivery (including personal delivery by fax) or the next day after sending by overnight courier, to the Employer at its primary office location and to the Executive at the Executive’s address as listed on the Employer payroll.

10.2 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction to the extent possible in keeping with the intent of the parties.

10.3 Waiver. If either party should waive any breach of any provisions of this Agreement, the party shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.

10.4 Complete Agreement. This Agreement and its Exhibits constitute the entire agreement between the Executive and the Employer with regard to this subject matter, and it is the complete, final, and exclusive embodiment of their agreement with regard to this subject matter. It is entered into without reliance on any promise or representation other than those expressly contained herein.

10.5 Modification. Changes in the Executive’s employment terms, other than those changes expressly reserved to the Employer’s or Board’s discretion in this Agreement, require a written modification approved by the Board and signed by a duly authorized officer of the Employer.

10.6 Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement, and pdf or other facsimile signatures shall be equivalent to original signatures.

10.7 Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.

10.8 Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by the Executive and the Employer, and their respective successors, assigns, heirs, executors and administrators, except that the Executive may not assign any of the Executive’s rights, obligations, or duties hereunder without the written consent of the Employer, which shall not be withheld unreasonably.

10.9 Survival. The Executive’s duties and obligations under the Employee Confidentiality & Non-Disclosure Agreement and Sections 3, 7, 8, and 10 shall survive termination of the Executive’s employment with the Employer.

10.10 Remedies. The Executive acknowledges that a remedy at law for any breach or threatened breach by the Executive of the provisions of the Employee Confidentiality & Non-Disclosure Agreement and Sections 3, 7, and 8, would be inadequate, and the Executive therefore agrees that the Employer shall be entitled to injunctive relief in case of any such breach or threatened breach, in addition to any other remedies available to the Employer.

10.11 Attorneys’ Fees. If either party hereto brings any action to enforce its rights hereunder, the party successful in enforcing this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with such action.

10.12 Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the law of the State of California, without giving effect to choice of law principles.

In Witness Whereof, the parties have executed this Agreement on the dates set forth below, to become effective as of the Effective Date.


						Heliogen, Inc.

						By:			/s/ Christie Obiaya
						Name:			Christie Obiaya
						Title:			Chief Executive Officer
						Date:			March 25, 2024

Accepted and agreed this 25th day of March, 2024


/s/ Phelps Morris
Phelps Morris

Exhibit 99.1

Heliogen, Inc. Announces Fourth Quarter and Full Year 2023

Financial and Operational Results; Appoints New CFO

PASADENA, Calif, March 25, 2024 – Heliogen, Inc. (“Heliogen”) (OTCQX: HLGN), a leading provider of AI-enabled concentrating solar energy technology, today provided its fourth quarter and full year 2023 financial and operational results and announced the appointment of its new Chief Financial Officer.

Financial and Operational Highlights

•2.0 gigawatts (“GW”) in opportunity pipeline, an increase of nearly 1.2 GW since August 2023

•Demonstrated third-party validation of the effectiveness of Heliogen’s proprietary control system at Sandia National Laboratories’ National Solar Thermal Test Facility, validating software’s role in enhancing solar plant efficiency and interoperability, paving the way for commercialization through licensing opportunities

•Executed a joint development agreement with Omanor, a real estate developer of logistics & energy infrastructure assets, and provider of permitting and off-take services for renewable projects in Mexico, unlocking an expanded market in Latin America and gaining on-the-ground expertise needed to initiate projects of scale

•Executed a contract with Woodside Energy for up to $1.6 million to progress engineering and development for the Brenda Green Hydrogen Project in Arizona, anticipated to produce up to 20,000 metric tons per year of fuel cell electric vehicle grade liquid hydrogen

•Began site preparation for heliostat field installation at the Heliogen steam plant in the Permian Basin with mechanical completion on track for the end of 2024

•Developed and executed on an operating cost reduction plan forecasted to address both investment and operating needs of Heliogen into March 2025

•$76 million contracted revenue backlog driven by a diverse set of contracts ranging from next-generation concentrated solar power (“CSP”) to green hydrogen to sustainable aviation fuel

•$75.1 million in available liquidity as of December 31, 2023

•Initiated a comprehensive review process to explore and evaluate strategic alternatives for enhancing value

“Reflecting on the past year, I am proud of the Heliogen team for the strides we have taken toward commercializing our innovative concentrated solar thermal technology,” said Christie Obiaya, Heliogen’s Chief Executive Officer. “We believe we have sufficient liquidity to execute our plans into March 2025 and we have proactively engaged a financial advisor to assist us in reviewing strategic alternatives that we believe will position us for future growth and increased long-term shareholder value.”

Julie Kane, chair of Heliogen’s Board of Directors, added, “The Heliogen Board appreciates Christie and her team for moving the Company forward during 2023 and are confident in the team’s ability to accomplish more in 2024.”

Appointment of Chief Financial Officer

Phelps Morris will join Heliogen as Chief Financial Officer effective April 1, 2024, replacing Interim Chief Financial Officer, Alan Gahm. Prior to joining the Company, Mr. Morris served as Chief Financial Officer of FTC Solar, Inc. (NASDAQ: FTCI) from March 2022 to November 2023 where he led all aspects of the finance function. Previously, he served as Senior Vice President and Treasurer of True Blue, Inc. (NYSE: TBI) from November 2016 to March 2022. Mr. Morris also acted as Vice President, Investor Relations at Sunedison, Inc. (NYSE: SUNE) from May 2014 to August 2016. Mr. Morris brings extensive knowledge of the solar industry, and more than 20 years of experience in finance with expertise spanning treasury, capital markets, mergers and acquisitions, risk management and investor relations. Mr. Morris is a Certified Financial Analyst charterholder and holds an MBA from the Ross School of Business at the University of Michigan and a BA in Economics from Middlebury College.

“I’m delighted to welcome Phelps to the Heliogen team,” said Ms. Obiaya. “His core areas of expertise, his collaborative leadership style, and his experience in financial leadership through dynamic business cycles will serve us very well.”

Ms. Obiaya added, “Our strong team is well-prepared to continue executing on our strategic goals. Heliogen remains committed to serving as a leading provider of solar energy technology to industry, to support the transition to a more sustainable world.”

Fourth Quarter and Full Year 2023 Financial Results

During the fourth quarter 2023, Heliogen completed the front-end engineering design phase and updated its cost estimate for the Capella Project. Located in California, the Capella Project is the world’s first fully-integrated third generation CSP commercial-scale demonstration facility. For the fourth quarter and full year 2023, Heliogen reported total revenue of $(1.2) million and $4.4 million, respectively, driven primarily by an unfavorable cumulative adjustment of $(3.4) million recorded during the fourth quarter of 2023, as a result of the updated Capella Project cost estimate.

For the fourth quarter and full year 2023, Heliogen reported a net loss of $(78.8) million and $(129.6) million, respectively, driven primarily by the recognition of a non-cash provision for contract losses of $52.9 million, associated primarily with the change in estimate for its Capella Project. The current cost estimate for the Capella Project is subject to further refinement as Heliogen continues to explore additional cost saving opportunities. In addition, Heliogen is exploring supplemental third-party funding sources to offset the incremental cost. As a result, the final cost for the Capella Project could vary from our current estimate.

Heliogen’s Adjusted EBITDA was $(23.9) million and $(79.2) million for the fourth quarter and full year 2023, respectively.

As of December 31, 2023, the Company had available liquidity of $75.1 million, consisting of $62.7 million of cash and cash equivalents and $12.4 million of investments, and no debt.

Conference Call Information

The Heliogen management team will host a conference call to discuss its fourth quarter and full year 2023 financial results on Tuesday, March 26, 2024, at 10:00 a.m. EDT. The call can be accessed via a live webcast accessible on the Events & Presentations page in the Investor Relations section of Heliogen’s website at www.heliogen.com. The call can also be accessed live via telephone by dialing 1-877-407-0789 (1-201-689-8562 for international callers) and referencing Heliogen.

An archive of the webcast will also be available shortly after the call on the Investor Relations section of Heliogen’s website.

Open Conference Call Question Submission

Members of the investor community may submit questions before the start of the conference call for consideration via email to louis.baltimore@heliogen.com.

About Heliogen

Heliogen is a renewable energy technology company focused on decarbonizing industry and empowering a sustainable civilization. The company’s concentrating solar energy and thermal storage systems aim to deliver carbon-free heat, steam, power, or green hydrogen at scale to support round-the-clock industrial operations. Powered by AI, computer vision and robotics, Heliogen is focused on providing robust clean energy solutions that accelerate the transition to renewable energy, without compromising reliability, availability, or cost. For more information about Heliogen, please visit heliogen.com.

Backlog

Contracted revenue backlog represents contracted revenue with customers and government entities we expect to realize for the construction of facilities, engineering services agreements, operating agreements, and products delivered under purchase agreements. We cannot guarantee that our revenue projected in our backlog will be realized or, if realized, will result in profits. In addition, project cancellations or scope adjustments may occur with respect to contracts reflected in our backlog. Accordingly, our backlog as of any particular date is an uncertain indicator of future earnings.

Non-GAAP Financial Information

Management uses certain financial measures, including EBITDA and Adjusted EBITDA, to evaluate our financial and operating performance that are calculated and presented on the basis of methodologies other than in accordance with generally accepted accounting principles in the United States of America (“GAAP”). We believe these non-GAAP financial measures are useful to investors and analysts to assess our ongoing financial performance because they provide improved comparability between periods through the exclusion of certain items that we believe are not indicative of our core operating performance, enhance the overall understanding of our past financial performance and future prospects, and remove items that may obscure our underlying business results and trends. These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP, and our calculations thereof may not be comparable to similarly titled measures reported by other companies.

EBITDA represents consolidated net loss before (i) interest (income) expense, net, (ii) income tax expense (benefit) and (iii) depreciation and amortization expense. We define Adjusted EBITDA as EBITDA adjusted for certain significant non-cash items and items that management believes are not attributable to or indicative of our on-going operations or that may obscure our underlying results and trends. Please see the accompanying tables for a reconciliation of net loss to EBITDA and Adjusted EBITDA.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical in nature, including the words “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” and other similar expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our expectation that our cost reduction strategy will position us to continue our work into March 2025, achieving our commitment to stockholders, our intent to explore and evaluate various strategic alternatives and our expanding opportunity pipeline. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) our financial and business performance, including risk of uncertainty in our financial projections and business metrics and any underlying assumptions thereunder; (ii) the delisting of our common stock and public warrants on the New York Stock Exchange; (iii) changes in our business and strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; (iv) our ability to execute our business model, including market acceptance of our planned products and services and achieving sufficient production volumes at acceptable quality levels and prices; (v) our ability to access sources of capital to finance operations, growth and future capital requirements; (vi) our ability to maintain and enhance our products and brand, and to attract and retain customers; (vii) our ability to scale in a cost effective manner; (viii) changes in applicable laws or regulations; (ix) developments and projections relating to our competitors and industry; (x) unexpected adjustments and cancellations related to our backlog; (xi) our ability to protect our intellectual property; and (xii) whether the objectives of the strategic alternative review process will be achieved. You should carefully consider the foregoing factors and the other risks and uncertainties disclosed in the “Risk Factors” section in Part I, Item 1A in our Annual Report on Form

10-K for the year ended December 31, 2022, as supplemented in our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2023 and September 30, 2023, and other documents filed by Heliogen from time to time with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Heliogen assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Heliogen Investors Contact:

Louis Baltimore

VP, Strategic Finance & Investor Relations

Louis.Baltimore@heliogen.com

Heliogen Media Contact:

Sam Padreddii

Manager, Corporate Communications

media@heliogen.com

Heliogen, Inc.

Condensed Consolidated Statements of Operations

($ in thousands, except per share and share data)

(unaudited)


	Three Months Ended				Year Ended
	December 31,				December 31,
	2023		2022		2023		2022
Revenue	$	(1,159)	$	4,720	$	4,445	$	13,751
Cost of revenue	54,285		3,475		60,048		47,536
Gross profit (loss)	(55,444)		1,245		(55,603)		(33,785)

Operating expenses:
Selling, general and administrative	13,841		20,491		50,655		81,224
Research and development	5,660		11,833		21,028		38,281

Impairment charges	6,766		6,922		7,774		6,922
Total operating expenses	26,267		39,246		79,457		126,427
Operating loss	(81,711)		(38,001)		(135,060)		(160,212)

Interest income, net	560		329		1,448		995
Gain on warrant remeasurement	216		1,242		542		13,921
Other income, net	2,132		1,209		3,473		2,280
Net loss before taxes	(78,803)		(35,221)		(129,597)		(143,016)
Benefit (provision) for income taxes	2		235		(1)		1,016
Net loss	$	(78,801)	$	(34,986)	$	(129,598)	$	(142,000)

Loss per share:
Loss per share – Basic and Diluted (1)	$	(13.15)	$	(6.32)	$	(22.26)	$	(26.13)
Weighted average number of shares outstanding – Basic and Diluted (1)	5,991,628		5,537,887		5,822,389		5,433,912

________________

(1)Periods presented have been adjusted to reflect the 1-for-35 reverse stock split on August 31, 2023.

Heliogen, Inc.

Condensed Consolidated Balance Sheets

($ in thousands)

(unaudited)


	December 31,
	2023		2022
ASSETS
Cash and cash equivalents	$	62,715	$	45,719
Investments	12,386		97,504
Other current assets	8,365		15,598
Total current assets	83,466		158,821
Non-current assets	23,567		32,798
Total assets	$	107,033	$	191,619
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Trade payables	$	746	$	6,921
Contract liabilities	17,008		10,348
Contract loss provisions	75,340		28,418
Other current liabilities	8,907		5,602
Total current liabilities	102,001		51,289
Long-term liabilities	13,047		15,006
Total liabilities	115,048		66,295
Stockholders’ equity (deficit)	(8,015)		125,324
Total liabilities and stockholders’ equity (deficit)	$	107,033	$	191,619

Heliogen, Inc.

Reconciliation of Net Loss to EBITDA and Adjusted EBITDA

($ in thousands)

(unaudited)


	Three Months Ended				Year Ended
	December 31,				December 31,
	2023		2022		2023		2022
Net loss	$	(78,801)	$	(34,986)	$	(129,598)	$	(142,000)
Interest income, net	(560)		(329)		(1,448)		(995)
Provision (benefit) for income taxes	(2)		(235)		1		(1,016)
Depreciation and amortization	450		298		2,142		2,587
EBITDA	$	(78,913)	$	(35,252)	$	(128,903)	$	(141,424)
Impairment charges (1)	6,766		6,922		7,774		6,922
Gain on warrant remeasurement (2)	(216)		(1,242)		(542)		(13,921)
Share-based compensation (3)	914		8,249		(5,164)		42,861
Contract loss provisions (4)	53,002		39		52,854		33,776
Contract losses incurred (4)	(4,338)		(2,216)		(5,966)		(5,718)
Change in fair value of contingent consideration (5)	(1,642)		(593)		(353)		(1,656)
Reorganization costs (6)	573		—		1,160		—
Employee retention credit (7)	—		(1,579)		(41)		(1,579)
Adjusted EBITDA	$	(23,854)	$	(25,672)	$	(79,181)	$	(80,739)

________________

(1)Impairment charges during 2023, are associated with our Collaboration Warrants, cloud computing implementation costs and goodwill. Impairment charges during 2022, are associated with property, plant and equipment for construction in progress for certain project-related costs and intangible assets.

(2)Represents the change in fair value on our outstanding warrant liabilities.

(3)Share-based compensation for the year ended December 31, 2023 includes a net reduction of $12.5 million of expense as a result of stock options forfeited in connection with the termination of our former Chief Executive Officer.

(4)Represents contract loss provisions with customers for which estimated costs to satisfy performance obligations exceeded considerations expected to be realized. The contract loss provision is reduced and recognized in cost of revenue as expenditures are incurred and related revenue is recognized.

(5)Represents the change in fair value of our contingent consideration associated with the acquisition of HelioHeat GmbH.

(6)Represents reorganization costs related to employee severance and related benefits recorded during 2023.

(7)Represents the employee tax credit to the Coronavirus Aid, Relief, and Economic Security Act recorded as grant revenue.

Cover	Mar. 25, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Mar. 25, 2024
Entity Registrant Name	Heliogen, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40209
Entity Tax Identification Number	85-4204953
Entity Address, Address Line One	130 West Union Street
Entity Address, City or Town	Pasadena
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91103
City Area Code	626
Local Phone Number	720-4530
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Central Index Key	0001840292
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common stock, $0.0001 par value per share
Trading Symbol	HLGN
Security Exchange Name	NYSE
Warrant
Document Information [Line Items]
Title of 12(b) Security	Warrants, each 35 warrants exercisable for one share of common stock at an exercise price of $402.50 per share
Trading Symbol	HLGN.W
Security Exchange Name	NYSE
Preferred Share Purchase Right
Document Information [Line Items]
Title of 12(b) Security	Preferred Share Purchase Rights
Security Exchange Name	NYSE
No Trading Symbol Flag	true