Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-263298
Prospectus Supplement
(to Prospectus dated April 25, 2022)
EOS ENERGY ENTERPRISES, INC.
$300,000,000
Common Stock
Preferred Stock
Senior Debt Securities
Offered by EOS Energy Enterprises, Inc.
7,001,751 Shares of Common Stock
Offered by EOS Energy Enterprises, Inc. Upon Exercise of
Warrants
39,145,143 Shares of Common Stock
325,000 Warrants to Purchase Shares of Common Stock
$130,350,642 5%/6% Convertible Senior PIK Toggle Notes Due
2026
Offered by the Selling Securityholders Named Herein
This prospectus supplement supplements the prospectus dated April
25, 2022 (the “Prospectus”), which forms a part of registration
statement on Form S-3 (No. 333-263298) (the “Registration
Statement”) filed by Eos Energy Enterprises, Inc., a Delaware
corporation (the “Company,” “we,” “us,” “our,” and “Eos”) with the
Securities and Exchange Commission (the “Commission”). This
prospectus supplement is provided solely to update the selling
securityholders table in the Prospectus to reflect certain
transfers or other assignments of (i) our outstanding 5%/6%
Convertible Senior PIK Toggle Notes Due 2026 (the “notes”) from
Spring Creek Capital, LLC (“Spring Creek”) to its affiliate, Wood
River Capital, LLC (“Wood River”), and (ii) shares of our common
stock, par value $0.0001 per share, beneficially owned by certain
of the selling securityholders identified herein. The information
with regard to the other selling securityholders is unchanged from
the information contained in the Prospectus.
This prospectus supplement updates and supplements the information
in the Prospectus and is not complete without, and may not be
delivered or utilized except in combination with, the Prospectus,
including any subsequent amendments or supplements thereto. This
prospectus supplement should be read in conjunction with the
Prospectus and if there is any inconsistency between the
information in the Prospectus and this prospectus supplement, you
should rely on the information in this prospectus supplement. The
information in this prospectus supplement modifies and supersedes,
in part, the information in the Prospectus. Any information in the
Prospectus that is modified or superseded shall not be deemed to
constitute a part of the Prospectus except as modified or
superseded by this prospectus supplement. You should not assume
that the information provided in this prospectus supplement or the
Prospectus is accurate as of any date other than their respective
dates. Neither the delivery of this prospectus supplement and
Prospectus, nor any sale made hereunder, shall under any
circumstances create any implication that there has been no change
in our affairs since the date of this prospectus supplement, or
that the information contained in this prospectus supplement or the
Prospectus is correct as of any time after the date of that
information.
Investing in our securities involves a high degree of risk. You
should review carefully the risks and uncertainties described under
the heading “Risk Factors” beginning on page 18 of the Prospectus
dated April 25, 2022, and the section entitled “Risk Factors”
included in our Annual Report for the fiscal year ended December
31, 2021 dated February 25, 2022. Neither the Securities and
Exchange Commission nor any state securities commission has
approved or disapproved of these securities nor passed upon the
adequacy or accuracy of this prospectus supplement or the
Prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus supplement is June 10, 2022.
SELLING SECURITYHOLDERS
This prospectus also relates to the offer and resale from time to
time by the selling securityholders named in this prospectus of up
to 39,145,143 shares of common stock, up to 325,000 warrants and up
to $130,350,642 principal amount of the notes, including up to (i)
4,950,000 shares of common stock and 325,000 warrants to purchase
shares of common stock originally issued in connection with the
initial public offering of B. Riley Principal Merger Corp. II, (ii)
325,000 shares of common stock issuable upon exercise of warrants
originally issued in connection with the initial public offering of
B. Riley Principal Merger Corp. II, (iii) 27,175,613 shares of
common stock issued in connection with the consummation of our
business combination with Eos Energy Storage LLC and the related
private placement, (iv) 80,294 shares of common stock issuable upon
satisfaction of certain vesting terms set forth in previously
issued restricted stock units, and (v) 97,877 shares of common
stock that have been or may be issued to certain of the selling
securityholders upon exercise of options granted under the Eos
Energy Enterprises, Inc. Amended and Restated 2012 Equity Incentive
Plan, (vi) $102,900,000 principal amount of notes originally issued
to Spring Creek pursuant to the Indenture, dated April 7, 2022,
between Eos Energy Enterprises, Inc. and Wilmington Trust, National
Association, as trustee, and the Investment Agreement dated July 6,
2021 (the “Investment Agreement”) with Spring Creek, which were
transferred by Spring Creek to its affiliate, Wood River, (vii) a
maximum of $27,450,642 principal amount of notes issuable to Wood
River as future PIK interest payments on the notes and (viii) a
maximum of 6,516,359 shares of common stock underlying the notes
and issuable upon conversion of the notes, which may be sold by
Wood River from time to time.
The term “selling securityholders” includes the securityholders
listed in the tables in this section and their permitted
transferees.
Beneficial Ownership of Common Stock and Warrants
The table below provides, as of the date of this prospectus
supplement, information regarding the beneficial ownership of our
common stock of each selling securityholder, the number of shares
of common stock that may be sold by each selling securityholder
under this prospectus and that each selling securityholder will
beneficially own after this offering. We have determined beneficial
ownership in accordance with the rules of the SEC and the
information is not necessarily indicative of beneficial ownership
for any other purpose. Unless otherwise indicated below, to our
knowledge, the persons and entities named in the table have sole
voting and sole investment power with respect to all securities
that they beneficially own, subject to community property laws
where applicable. We have based percentage ownership on 58,503,554
shares of common stock outstanding as of May 25, 2022.
Because each selling securityholder may dispose of all, none or
some portion of their securities, no estimate can be given as to
the number of securities that will be beneficially owned by a
selling securityholder upon termination of this offering. For
purposes of the table below, however, we have assumed that after
termination of this offering none of the securities covered by this
prospectus will be beneficially owned by the selling securityholder
and further assumed that the selling securityholders will not
acquire beneficial ownership of any additional securities during
the offering. In addition, the selling securityholders may have
sold, transferred or otherwise disposed of, or may sell, transfer
or otherwise dispose of, at any time and from time to time, our
securities in transactions exempt from the registration
requirements of the Securities Act after the date on which the
information in the table is presented.
Selling securityholder information for each additional selling
securityholder, if any, will be set forth by prospectus supplement
to the extent required prior to the time of any offer or sale of
such selling securityholder’s securities pursuant to this
prospectus. Any prospectus supplement may add, update, substitute,
or change the information contained in this prospectus, including
the identity of each selling securityholder and the number of
shares registered on its behalf. A selling securityholder may sell
all, some or none of such securities in this offering. See “Plan of
Distribution.”
|
|
Shares of Common Stock
|
|
Warrants to Purchase Common Stock
|
|
Name
|
|
Number Beneficially Owned Prior to Offering
|
|
Number Registered for Sale Hereby
|
|
Number Beneficially Owned After Offering
|
|
Percent Owned After Offering
|
|
Number Beneficially Owned Prior to Offering
|
|
Number Registered for Sale Hereby
|
|
Number Beneficially Owned After Offering
|
|
Percent Owned After Offering
|
|
ACE Energy Efficiency SPC |
|
339,100 |
|
339,100 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Acme Engineering, Inc.(1) |
|
29,446 |
|
29,446 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Acme Operating Company(1) |
|
21,406 |
|
21,406 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Adelaro US Limited(2) |
|
42,710 |
|
42,710 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Agile Energy Limited(3) |
|
917 |
|
917 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Alessandro Lagi |
|
72,620 |
|
72,620 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Alina LLC(4) |
|
105,115 |
|
105,115 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
AltEnergy, LLC(5) |
|
2,408,585 |
|
2,408,585 |
|
– |
|
4.1 |
% |
– |
|
– |
|
– |
|
* |
|
AME Cloud Ventures(6) |
|
92,005 |
|
92,005 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Andrew Kelleher |
|
152,148 |
|
152,148 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Arthur Kressner |
|
3,976 |
|
3,976 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Ashley Lalonde Trust under The Lalonde Children 2013 Trust(7) |
|
3,892 |
|
3,892 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Asterra Holdings LLC(8) |
|
3,027 |
|
3,027 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
B.
Riley Financial, Inc.(9) |
|
5,694,778 |
|
5,694,778 |
|
– |
|
9.7 |
% |
325,000 |
|
325,000 |
|
– |
|
* |
|
Trust accounts associated with Bryant Riley(10) |
|
45,000 |
|
45,000 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Brian Hardwick(11) |
|
2,882 |
|
2,882 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Beau Capital LLC(12) |
|
178,455 |
|
178,455 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Beckett Austin Lenhart |
|
1,527 |
|
1,527 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Ben Barclay |
|
917 |
|
917 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Beusa Investment Tec LLC |
|
35,019 |
|
35,019 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Brent Van Rastetter Revocable Trust |
|
14,091 |
|
14,091 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Bruce Langone |
|
40,946 |
|
40,946 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Cannonbury Invest Limited(13) |
|
122,260 |
|
122,260 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Carl Ferenbach |
|
743,279 |
|
743,279 |
|
– |
|
1.2 |
% |
– |
|
– |
|
– |
|
* |
|
CAT3 LLC |
|
244,695 |
|
244,695 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Chandler Kate Lenhart |
|
1,527 |
|
1,527 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Charles DeCasteja |
|
2,388 |
|
2,388 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Christopher Darnell |
|
85,454 |
|
85,454 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Christopher Streeter |
|
11,369 |
|
11,369 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Corinthian Investors LLC(14) |
|
32,809 |
|
32,809 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Cova Funding LLC(15) |
|
34,098 |
|
34,098 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Craig S. Tamchin SEP IRA |
|
2,786 |
|
2,786 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
David Cohen |
|
66,219 |
|
66,219 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Daniel Eastman |
|
111,186 |
|
111,186 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
David Henry(16) |
|
20,178 |
|
20,178 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
David Schiff |
|
36,015 |
|
36,015 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Daniel Shribman |
|
993,750 |
|
993,750 |
|
– |
|
1.6 |
% |
– |
|
– |
|
– |
|
* |
|
David T. Shipp |
|
2,599 |
|
2,599 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Denman Street LLC(17) |
|
452,984 |
|
452,984 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Douglas H. Phelps |
|
28,066 |
|
28,066 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Douglas Kenneth Kennedy |
|
6,810 |
|
6,810 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
EES Management Holding(18) |
|
23,255 |
|
23,255 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
FGRK Lux Partners GP(19) |
|
18,499 |
|
18,499 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Financiera Siacapital |
|
18,351 |
|
18,351 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Fisher EOS LLC(20) |
|
394,607 |
|
394,607 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Frank Genova |
|
11,369 |
|
11,369 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Franziska Fortlouis |
|
6,996 |
|
6,996 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
George Adamson |
|
87,117 |
|
87,117 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
George Brokaw |
|
4,033 |
|
4,033 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
George Fina |
|
55,309 |
|
55,309 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Gerard J. Berding |
|
19,952 |
|
19,952 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Glenn Oztemel |
|
361,571 |
|
361,571 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Global Equity Partners(21) |
|
11,726 |
|
11,726 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Graham Sharp |
|
781,534 |
|
781,534 |
|
– |
|
1.3 |
% |
– |
|
– |
|
– |
|
* |
|
Great American Insurance Company(22) |
|
600,310 |
|
600,310 |
|
– |
|
1.0 |
% |
– |
|
– |
|
– |
|
* |
|
Great American Life Insurance Company(22) |
|
1,199,018 |
|
1,199,018 |
|
– |
|
2.0 |
% |
– |
|
– |
|
– |
|
* |
|
Greer Family Partners, LP(23) |
|
111,401 |
|
111,401 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Halpern Family Trust(24) |
|
56,566 |
|
56,566 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Harper Frances Lenhart |
|
1,527 |
|
1,527 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Hawthorne II Investment LP(25) |
|
145,654 |
|
145,654 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
|
|
Shares of Common Stock
|
|
Warrants to Purchase Common Stock
|
|
Name
|
|
Number Beneficially Owned Prior to Offering
|
|
Number Registered for Sale Hereby
|
|
Number Beneficially Owned After Offering
|
|
Percent Owned After Offering
|
|
Number Beneficially Owned Prior to Offering
|
|
Number Registered for Sale Hereby
|
|
Number Beneficially Owned After Offering
|
|
Percent Owned After Offering
|
|
Hi-Med LLC(26) |
|
307,581 |
|
307,581 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Hisham Al-Razzuqi |
|
22,935 |
|
22,935 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Holtec International(27) |
|
478,556 |
|
478,556 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Howard Weitmann |
|
20,000 |
|
20,000 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Igor Heifetz |
|
9,574 |
|
9,574 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
James Hughes |
|
4,370 |
|
4,370 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
James Zweng(28) |
|
518 |
|
518 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Jason J. Maney |
|
3,900 |
|
3,900 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Jason Koy & Gabrielle Sitomer |
|
48,163 |
|
48,163 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Jason S Kahan |
|
15,919 |
|
15,919 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Jeremy Asher |
|
461 |
|
461 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Jerry H. Labowitz |
|
288,655 |
|
288,655 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Jerry Labowitz |
|
3,164 |
|
3,164 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Joe Mastrangelo(29) |
|
79,546 |
|
79,546 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Johannes Rittershausen |
|
22,626 |
|
22,626 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
John B. Berding Irrevocable Children’s Trust(30) |
|
313,640 |
|
313,640 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
|
|
John Bernard Berding |
|
75,914 |
|
75,914 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
John Desmarais |
|
1,698,619 |
|
1,698,619 |
|
– |
|
2.9 |
% |
– |
|
– |
|
– |
|
* |
|
John T. Raymond 2012 Delaware Trust (31) |
|
22,906 |
|
22,906 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
John T. Raymond |
|
433,295 |
|
433,295 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Jon S & Bettina E Reynertson, JTWROS |
|
144,094 |
|
144,094 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Jonathan R. Darnell |
|
83,654 |
|
83,654 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Joseph Berding |
|
24,368 |
|
24,368 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Joshua Cole |
|
34,962 |
|
34,962 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Joshua Fink |
|
16,678 |
|
16,678 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Julie Sue Jones Revocable Trust |
|
14,092 |
|
14,092 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Karl J. Grafe |
|
14,634 |
|
14,634 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Ken Flechler |
|
11,273 |
|
11,273 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Kenneth Langone |
|
55,116 |
|
55,116 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Laurie M. Shahon |
|
15,206 |
|
15,206 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Lawrence Summers |
|
3,057 |
|
3,057 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Lisa Eng |
|
80,659 |
|
80,659 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Mack Treece(32) |
|
748 |
|
748 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Margaret Wood |
|
5,657 |
|
5,657 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Matt Cribbins |
|
57,059 |
|
57,059 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Matt Lenhart |
|
802 |
|
802 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Matthew Feinberg |
|
50,000 |
|
50,000 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Matthew G Cribbins |
|
4,071 |
|
4,071 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Matthew Lenhart |
|
117,592 |
|
117,592 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Michael Abbot |
|
152 |
|
152 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Michael Jacob Kennedy |
|
10,768 |
|
10,768 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Michael K. Barlow |
|
108,423 |
|
108,423 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Michael Murray Gamson |
|
196,617 |
|
196,617 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Michael Oster |
|
433,519 |
|
433,519 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Milk Town Partners LLC(33) |
|
28,183 |
|
28,183 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Milton Lewin |
|
1,025 |
|
1,025 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Nicholas Donahue |
|
19,354 |
|
19,354 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Nina Kennedy |
|
25,902 |
|
25,902 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
OCI Company Ltd.(34) |
|
45,425 |
|
45,425 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Ospraie Partners LLC(35) |
|
337,854 |
|
337,854 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Paradigm Partners, LP(36) |
|
111,061 |
|
111,061 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Parker Lalonde Trust under The Lalonde Children 2013 Trust(7) |
|
3,892 |
|
3,892 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Patrick J. Bartels, Jr. |
|
20,000 |
|
20,000 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
PAW Associates LLC(37) |
|
210,656 |
|
210,656 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Pelican Capital Management LLC(38) |
|
28,183 |
|
28,183 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Peter Fox-Penner |
|
1,527 |
|
1,527 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Peter Greenleaf |
|
4,051 |
|
4,051 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Peter Warner Davidson |
|
9,205 |
|
9,205 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
PGF Family Corp(39)
|
|
1,232,609 |
|
1,232,609
|
|
–
|
|
2.1
|
% |
–
|
|
–
|
|
–
|
|
*
|
|
|
|
Shares of Common Stock
|
|
Warrants to Purchase Common Stock
|
|
Name
|
|
Number Beneficially Owned Prior to Offering
|
|
Number Registered for Sale Hereby
|
|
Number Beneficially Owned After Offering
|
|
Percent Owned After Offering
|
|
Number Beneficially Owned Prior to Offering
|
|
Number Registered for Sale Hereby
|
|
Number Beneficially Owned After Offering
|
|
Percent Owned After Offering
|
|
Philip
Lobkowicz |
|
3,410 |
|
3,410 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Phillippe
Bouchard |
|
22,739 |
|
22,739 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Pickwick
Capital Partners, LLC |
|
578 |
|
578 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Posner
Foundation of Pittsburgh(40) |
|
648,198 |
|
648,198 |
|
– |
|
1.1 |
% |
– |
|
– |
|
– |
|
* |
|
Prisma
Energy LLC |
|
387,612 |
|
387,612 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Projector
Holding LLC(41) |
|
27,682 |
|
27,682 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Punjab
Partners, LLC |
|
90,394 |
|
90,394 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
QIP
Glidepath Series A LLC |
|
305,868 |
|
305,868 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Randall A.
Hack |
|
193,842 |
|
193,842 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Randall A.
Hack 2008 Long Term Trust |
|
55,724 |
|
55,724 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Randy
Brown |
|
10,485 |
|
10,485 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Funds and
accounts managed by Reservoir Capital(42) |
|
1,635,447 |
|
1,635,447 |
|
– |
|
2.7 |
% |
– |
|
– |
|
– |
|
* |
|
Richard T.
Weiss 2006 Living Trust(43) |
|
85,574 |
|
85,574 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Richard
Wood |
|
5,691 |
|
5,691 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Robert
Logan |
|
8,517 |
|
8,517 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Robert
Suss |
|
20,000 |
|
20,000 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Ross
Pirasteh |
|
65,747 |
|
65,747 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Sarathi
Roy |
|
78,141 |
|
78,141 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Sidamon-Eristoff Brothers, LLC(44) |
|
33,835 |
|
33,835 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Sigmund
Heller |
|
28,279 |
|
28,279 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Singh Real
Estate Enterprises Inc.(45) |
|
1,025,538 |
|
1,025,538 |
|
– |
|
1.7 |
% |
– |
|
– |
|
– |
|
* |
|
SKNS
Advisory, LLC(46) |
|
27,861 |
|
27,861 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Steven
Chu |
|
1,441 |
|
1,441 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Stephen E.
Solms Family Trust U/A 1/30/2008(47) |
|
106,230 |
|
106,230 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Stephen
Hannan |
|
322,767 |
|
322,767 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Tequesta
Properties Inc(48) |
|
307,581 |
|
307,581 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Tim
Hoefer(49) |
|
692 |
|
692 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
The 2008
Stidolph Family Trust |
|
244,683 |
|
244,683 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
The
Antonia Theodora Hellman 2021 Trust |
|
450,000 |
|
450,000 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
The
Arianna Elena He-An Hellman 2021 Trust |
|
450,000 |
|
450,000 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
The Ethan
Duncan He-Li Hellman 2021 Trust |
|
450,000 |
|
450,000 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
The
Hsu-Hellman Family 2000 Trust(50) |
|
427,972 |
|
427,972 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
The Zissis
Family Trust |
|
68,896 |
|
68,896 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Thomas J.
Keitel |
|
500 |
|
500 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Thomas J.
Keitel, J.R. |
|
7,342 |
|
7,342 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Thomas
Malcolm McAvity |
|
183,323 |
|
183,323 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Thundering
Elk, LLC(51) |
|
3,057 |
|
3,057 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Timothy G.
Lalonde |
|
401,901 |
|
401,901 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
TJC3
LLC(52) |
|
549,817 |
|
549,817 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Trustees
of Deerfield Academy |
|
10,000 |
|
10,000 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Whipstick
Ventures LLC(53) |
|
123,019 |
|
123,019 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
William P.
Hogan |
|
17,471 |
|
17,471 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
William P.
Miller Trust |
|
55,573 |
|
55,573 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Yong Hak
Huh |
|
28,749 |
|
28,749 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
Yorktown
Partners(54) |
|
3,293 |
|
3,293 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
YX Capital
LLC(55) |
|
34,843 |
|
34,843 |
|
– |
|
* |
|
– |
|
– |
|
– |
|
* |
|
|
(1) |
Mike Munoz has sole voting and
investment power over the shares held by the stockholder. |
|
(2) |
Jonathan Kollek has sole voting and
investment power over the shares held by the stockholder. |
|
(3) |
Jeremy Asher has sole voting and
investment power over the shares held by the stockholder. |
|
(4) |
Alastair Hunter-Henderson is the
Managing Member and CEO of Alina LLC, and has sole voting and
investment power over the shares held by the stockholder. |
|
(5) |
Represents securities held directly by
AltEnergy LLC, or AltEnergy, AltEnergy Storage V LLC, or AltEnergy
V, AltEnergy Storage Bridge LLC, or Bridge, AltEnergy Transmission
LLC, or Transmission, AltEnergy Storage Bridge Phase II, or Bridge
II. Mr. Stidolph is the managing director of AltEnergy, the
managing member of each of AltEnergy V, Bridge, Transmission and
Bridge II, and has voting and dispositive power with respect to the
AltEnergy Shares. Russell Stidolph, a director of the Company, is
the managing director of AltEnergy, the managing member of each of
AltEnergy V, Bridge, Transmission and Bridge II, and has voting and
dispositive power with respect to the AltEnergy Shares. Mr.
Stidolph disclaims beneficial ownership of these shares, except to
the extent of his pecuniary interest therein. |
|
(6) |
Jerry Yang has sole voting and
investment power over the shares held by the stockholder. |
|
(7) |
Lisa LaLonde is trustee of Timothy
Lalonde Ashley Lalonde Trust and Timothy Lalonde Parker Lalonde
Trust, and has sole voting and investment power of the shares held
by such stockholders. |
|
(8) |
Gennady Gazin is the 100% owner of
Asterra Holdings LLC and has sole voting and investment power over
the shares held by the stockholder. |
|
(9) |
The amount includes (i) 5,369,778
shares of common stock held by BRF Investments, LLC (“BRFI”), (ii)
325,000 private placement warrants held by BRFI and (iii) 325,000
shares of common stock underlying private placement warrants held
by BRFI. B. Riley Financial, Inc. (“B. Riley Financial”) is the
parent company of BRFI. B. Riley Financial has voting and
dispositive power over the securities held by BRFI. Bryant Riley is
the Co-Chief Executive Officer and Chairman of the Board of
Directors of B. Riley Financial and has voting and dispositive
power over the securities held by B. Riley Financial. Both B. Riley
Financials and Mr. Riley disclaims beneficial ownership over any
securities directly held by BRFI other than to the extent of any
pecuniary interest he or it may have therein, directly or
indirectly. |
|
(10) |
The number of shares beneficially
owned before this offering includes (i) 20,000 shares held by
Bryant and Carleen Riley JTWROS, (ii) 5,000 shares held by Bryant
Riley C/F Charlie Riley UMTA CA, (iii) 5,000 shares held by Bryant
Riley C/F Eloise Riley UMTA CA, (iv) 5,000 shares held by Bryant
Riley C/F Susan Riley UMTA CA, and (v) 10,000 shares held by Robert
Antin Children Irrevocable Trust U/A 1/1/2001 (collectively, the
“Trusts”). Bryant Riley is custodian of each of the Trusts and has
voting and dispositive power with respect to the securities held by
the Trusts. |
|
(11) |
Includes 2,882 shares of common stock
issuable upon exercise of options. |
|
(12) |
Robert M. Williams Jr. has sole voting
and investment power over the shares held by the stockholder. |
|
(13) |
W. Geoffrey Beattie is the President
of Cannonbury Invest Limited and has sole voting and investment
power over the shares held by the stockholder. |
|
(14) |
Joseph DellaRosa, Victor Wright, and
James Yacobucci are all members of Corinthian Investors LLC, and
share equal voting and investment authority over the shares held by
the stockholder. |
|
(15) |
Andrew Intrater is the Chief Executive
Officer of Cova Funding LLC and has sole voting and investment
power over the shares held by the stockholder. |
|
(16) |
Includes fully vested options to
purchase 4,035 shares of common stock. |
|
(17) |
John B. Berding is the Manager of
Denman Street LLC and has sole voting and investment power over the
shares held by the stockholder. |
|
(18) |
Marc Warren has sole voting and
investment power over the shares held by the stockholder. |
|
(19) |
Robert Kantor and Francis Greenburger
have sole voting and investment power over the shares held by the
stockholder. |
|
(20) |
Arnold Fisher, Kenneth Fisher, and
Steven Fisher share voting and investment authority over the shares
held by the stockholder |
|
(21) |
Michael A. Shternfeld is the Manager
of Global Equity Partners and has sole voting and investment power
over the shares held by the stockholder. |
|
(22) |
Each of Great American Insurance
Company and Great American Life Insurance Company is a direct or
indirect wholly-owned subsidiary of American Financial Group, Inc.,
which is a publicly traded entity (NYSE: AFG). |
|
(23) |
Philip Greer has sole voting and
investment power over the shares held by the stockholder. |
|
(24) |
Martin I. Halpern is the
Grantor/Trustee of Halpern Family Trust and has sole voting and
investment power over the shares held by the stockholder. |
|
(25) |
Richard Weiss is the General Partner
of Hawthorne II Investment LP and has sole voting and investment
power over the shares held by the stockholder. |
|
(26) |
Dr. Krishna Singh holds direct and/or
indirect ownership of HI-MED, LLC and holds the full voting and
dispositive power with respect to the shares held thereby. |
|
(27) |
Dr. Krishna Singh holds direct and/or
indirect ownership of Holtec International and holds the full
voting and dispositive power with respect to the shares held
thereby. |
|
(28) |
Includes 518 shares of common stock
issuable upon exercise of options. |
|
(29) |
Mr. Mastrangelo is the Chief Executive
Officer and a director of the Company. |
|
(30) |
Susan M. Berding is the Trustee of
John B. Berding Irrevocable Childrens Trust and has sole voting and
investment power over the shares held by the stockholder. |
|
(31) |
John T. Raymond has sole voting and
investment power over the shares held by the stockholder. |
|
(32) |
Mr. Treece is our Chief Strategic
Alliances Officer. |
|
(33) |
Thomas J. Coleman has sole voting and
investment power over the shares held by the stockholder. |
|
(34) |
DaeWon Choi and ByeongSeon Jang are
Team Managers of OCI, JeongHan Ryu is a Manager of OCI, and Saejin
Kim is an associate of OCI. Each such individual shares voting and
investment power over the shares held by the stockholder. |
|
(35) |
Dwright Anderson has sole voting and
investment power over the shares held by the stockholder. |
|
(36) |
Ed Hoey has sole voting and investment
power over the shares held by the stockholder. |
|
(37) |
Paul Weismann is the Manager of Paw
Associates LLC, and has sole voting and investment power over the
shares held by the stockholder. |
|
(38) |
Robert Logan, Jr. has sole voting and
investment power over the shares held by the stockholder. |
|
(39) |
P. Gaye Farncombe is the President of
PGF Family Corp and has sole voting and investment power over the
shares held by the stockholder. |
|
(40) |
Henry Posner III, Anne M. Molloy, Paul
M. Posner, and John F. Hensler are the trustees of the Posner
Foundation of Pittsburgh and share voting and investment power over
the shares held by the stockholder. |
|
(41) |
Steve Hellman has sole voting and
investment power over the shares held by the stockholder. |
|
(42) |
Includes (i) 156,399 shares held by
Reservoir Capital Partners, L.P., (ii) 183,866 shares held by
Reservoir Capital Investment Partners, L.P., (iii) 181,318 shares
held by Reservoir Capital Master Fund II, L.P. and (iv) 1,113,864
shares held by Reservoir Resource Partners, L.P. Cyrus Borzooyeh is
the chief financial officer of the foregoing entities and has
voting and dispositive power with respect to the securities held by
each such entity. |
|
(43) |
Richard Weiss is the trustee of
Richard T. Weiss 2006 Living Trust and has sole voting and
investment power over the shares held by the stockholder. |
|
(44) |
Simon-Sidamon Eristoff has sole voting
and investment power over the shares held by the stockholder. |
|
(45) |
Dr. Krishna Singh holds direct and/or
indirect ownership of Singh Real Estate Enterprises Inc. and holds
the full voting and dispositive power with respect to the shares
held thereby. |
|
(46) |
Narinder Singh has sole voting and
investment power over the shares held by the stockholder. |
|
(47) |
Ellen B. Solms and Joesph Sedlack are
Trustees of the Stephen E. Solms Family Trust U/A 1/30/2008 and
share voting and investment power over the shares held by the
stockholder. |
|
(48) |
Dr. Krishna Singh holds direct and/or
indirect ownership of Tequesta Properties Inc. and holds the full
voting and dispositive power with respect to the shares held
thereby. |
|
(49) |
Includes 692 shares of common stock
issuable upon exercise of options. |
|
(50) |
Marc Warren is the Trustee of The
Hsu-Hellman Family 2000 Trust and has sole voting and investment
power over the shares held by the stockholder. |
|
(51) |
David R. M. Drescher has sole voting
and investment power over the shares held by the stockholder. |
|
(52) |
Thomas J. Coleman is the Trustee of
the Thomas J. Coleman Revocable Trust, the sole member of TJC3 LLC,
and has sole voting and investment power over the shares held by
such stockholder. |
|
(53) |
Each of Jeffrey S. Bornstein and
Ronald C. Hynes shares voting and dispositive power over the
securities held by this stockholder. |
|
(54) |
Includes 3,293 shares of common stock
issuable upon exercise of options. |
|
(55) |
Jesse Johnson and Asa Johnson share
voting and investment power over the shares held by the
stockholder. |
Beneficial Ownership of the Notes
On July 7, 2021, we issued $100 million aggregate principal
amount of the notes to Spring Creek pursuant to an investment
agreement, dated July 6, 2021, by and among Eos Energy Enterprises,
Inc., a Delaware corporation, and Spring Creek Capital, LLC, a
Delaware limited liability company. The Investment Agreement
provides Spring Creek with certain registration rights with respect
to the resale of the notes and the shares of common stock issuable
upon conversion of the notes.
On May 1, 2022, Spring Creek and Wood River Capital, LLC entered
into a joinder to the Investment Agreement, pursuant to which
Spring Creek assigned to Wood River all of its rights and
obligations under the Investment Agreement.
Our registration of the notes and the shares of common stock
issuable upon conversion of the notes does not necessarily mean
that the selling securityholder will sell all or any of such notes
or common stock. The following table sets forth certain information
as of May 25, 2022 concerning the notes and shares of common stock
that may be offered from time to time by the selling securityholder
with this prospectus. The information is based on information
provided by or on behalf of the selling securityholder. In the
table below, the number of shares of common stock that may be
offered pursuant to this prospectus is calculated based on the
conversion rate, as of the date of this prospectus, of 49.9910
shares of common stock per $1,000 capitalized principal amount of
notes. The number of shares of common stock issuable upon
conversion of the notes is subject to adjustment under certain
circumstances described in the indenture governing the notes.
Accordingly, the number of shares of common stock issuable upon
conversion of the notes and the number of shares of common stock
beneficially owned and offered by the selling securityholder
pursuant to this prospectus may increase or decrease from that set
forth in the table below. Information about the selling
securityholder may change over time. In particular, the selling
securityholder identified below may have sold, transferred or
otherwise disposed of all or a portion of its notes since the date
on which the selling securityholder provided us with information
regarding its notes. Any changed or new information given to us by
the selling securityholder will be set forth in supplements to this
prospectus or amendments to the registration statement of which
this prospectus is a part, if and when necessary.
Name |
|
Maximum
Principal
Amount of
Notes
Beneficially
Owned and
Offered
Hereby (1) |
|
|
Maximum
Number of
Shares of
Common
Stock
Beneficially
Owned and
Offered
Hereby (2) |
|
|
Maximum
Percentage of Shares of
Common
Stock
Beneficially
Owned and
Offered
Hereby (3) |
|
Wood River Capital,
LLC(4) |
|
$ |
130,350,642 |
|
|
|
6,516,359 |
|
|
|
11.1 |
% |
|
(1) |
Reflects $102,900,000 principal amount
of notes originally issued pursuant to the Investment Agreement
dated July 6, 2021 with Spring Creek, which were transferred by
Spring Creek to its affiliate, Wood River, and a maximum of
$27,450,642 principal amount of notes issuable as future PIK
interest payments on the notes. |
|
(2) |
Assumes for each $1,000 in principal
amount of the notes a conversion rate, as of the date of this
prospectus, of 49.9910 shares of common stock upon conversion. This
conversion rate is subject to adjustment, however, as described in
this prospectus under “Description of Notes—Conversion
Rights—Conversion Rate Adjustments.” As a result, the number of
shares of common stock issuable upon conversion of the notes may
increase or decrease in the future. |
|
(3) |
The percentage reflects the 58,503,554
shares of common stock outstanding as of May 25, 2022 and gives
effect to the total number of shares of common stock beneficially
owned and offered hereby by Wood River Capital, LLC. |
|
(4) |
Wood River Capital, LLC is
beneficially owned by SCC Holdings, LLC ("SCC"), SCC is
beneficially owned by KIM, LLC ("KIM"), KIM is beneficially owned
by Koch Investments Group, LLC ("KIG"), KIG is beneficially owned
by Koch Investments Group Holdings, LLC ("KIGH"), and KIGH is
beneficially owned by Koch Industries, Inc. ("Koch Industries"), in
each case by means of ownership of all voting equity instruments.
Koch Industries, SCC, KIM, KIG, and KIGH may be deemed to
beneficially own the shares held by Wood River Capital, LLC by
virtue of (i) Koch Industries' beneficial ownership of KIGH, (ii)
KIGH's beneficial ownership of KIG, (iii) KIG's beneficial
ownership of KIM, (iv) KIM's beneficial ownership of SCC and (v)
SCC's beneficial ownership of Wood River Capital, LLC but each of
them disclaims beneficial ownership thereof. The business address
of each of the foregoing entities and persons is 4111 E. 37th
Street North, Wichita, KS 67220. |
Material Relationships with Selling Securityholders
The description of our relationships with the selling
securityholders and their affiliates set forth in “Certain
Relationships and Related Party Transactions” in our Definitive
Proxy Statement on Schedule 14A filed on March 31, 2022 is
incorporated by reference herein.
8
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