UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)

 

Eos Energy Enterprises, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

29415C 101

(CUSIP Number)

 

Bryant R. Riley

B. Riley Financial, Inc.

11100 Santa Monica Blvd, Suite 800

Los Angeles, CA 90025

(818) 884-3737 

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

August 1, 2022

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. 

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

 

 

 

CUSIP No. 29415C 101

1 

NAME OF REPORTING PERSONS

B. Riley Financial, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  (b)

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
7 

SOLE VOTING POWER

0

8

SHARED VOTING POWER

3,940,062 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

3,940,062 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,940,062 (1)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.6%*

14.

TYPE OF REPORTING PERSON

HC

 

* Percent of class is calculated based on (i) 59,650,960 shares of common stock, par value $0.0001 (the “Common Stock”), of Eos Energy Enterprises, Inc. (the “Issuer”) outstanding as of July 27, 2022, as reported by the Issuer in its Form 10-Q filed with the U.S. Securities and Exchange Commission on August 1, 2022. (the “10-Q”) plus (ii) 325,000 shares of Common Stock issuable upon the exercise of the Warrants (as defined herein), which are exercisable within 60 days.

(1) Includes 325,000 shares of Common Stock issuable upon exercise of the Warrants held by BRF Investments, LLC (“BRFI”).

 

2

 

 

CUSIP No. 29415C 101

1 

NAME OF REPORTING PERSONS

BRF Investments, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  (b)

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH:
7 

SOLE VOTING POWER

0

8

SHARED VOTING POWER

3,940,062 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

3,940,062 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,940,062 (1)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.6%*

14.

TYPE OF REPORTING PERSON

OO

 

* Percent of class is calculated based on (i) 59,650,960 shares of the Common Stock of the Issuer outstanding as of July 27, 2022, as reported by the Issuer in the 10-Q plus (ii) 325,000 shares of Common Stock issuable upon the exercise of the Warrants (as defined herein), which are exercisable within 60 days.

(1) Includes 325,000 shares of Common Stock issuable upon exercise of the Warrants held by BRFI.

 

3

 

 

CUSIP No. 29415C 101

1 

NAME OF REPORTING PERSONS

Bryant R. Riley

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  (b)

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF, AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
7 

SOLE VOTING POWER

26,870 (2)

8

SHARED VOTING POWER

3,940,062 (1)

9

SOLE DISPOSITIVE POWER

26,870 (2)

10

SHARED DISPOSITIVE POWER

3,940,062 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,966,932 (1)(2)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.6%*

14.

TYPE OF REPORTING PERSON

IN

 

* Percent of class is calculated based on (i) 59,650,960 shares of the Common Stock of the Issuer outstanding as of July 27, 2022, as reported by the Issuer in the 10-Q plus (ii) 325,000 shares of Common Stock issuable upon the exercise of the Warrants (as defined herein), which are exercisable within 60 days.

(1) Includes 325,000 shares of Common Stock issuable upon exercise of the Warrants held by BRFI.

(2) Includes 15,101 shares of Common Stock issuable upon exercise of the Warrants held by Bryant R. Riley.

 

4

 

 

This Amendment No. 4 (the “Amendment No. 3”) amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission on June 1, 2020, as amended by Amendment No. 1 filed on December 2, 2020, and as amended by Amendment No. 2 filed on August 31, 2021, and as amended by Amendment No. 3 filed on November 19, 2021 (collectively and as amended, the “Schedule 13D”). Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D. 
   

ITEM 5. INTEREST OF SECURITIES OF THE ISSUER.

 

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a) – (b)

 

 

  1. As of the date hereof, BRFI beneficially owned directly 3,615,062 shares of Common Stock and 325,000 shares of Common Stock issuable upon the exercise of the Warrants, together representing 7.1% of the Issuer’s Common Stock.

 

  2. BRF is the parent company of BRFI. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRFI.

 

  3. Bryant R. Riley may beneficially own 26,870 shares of Common Stock representing 0.04% of the Issuer’s Common Stock, of which (i) 16,762 shares, outstanding or issuable upon the exercise of the Warrants, are held jointly with his wife, Carleen Riley, which includes 14,993 Warrants received upon the distribution from a limited partnership (ii) 27 shares, issuable upon the exercise of the Warrants, received upon distribution from a limited partnership are held as sole custodian for the benefit of Abigail Riley, (iii) 27 shares, issuable upon the exercise of the Warrants, received upon distribution from a limited partnership are held as sole custodian for the benefit of Charlie Riley, (iv) 27 shares, issuable upon the exercise of the Warrants, received upon distribution from a limited partnership are held as sole custodian for the benefit of Susan Riley, (v) 27 shares, issuable upon the exercise of the Warrants, received upon distribution from a limited partnership are held as sole custodian for the benefit of Eloise Riley, and (vi) 10,000 shares are held as sole trustee of the Robert Antin Children Irrevocable Trust. Bryant R. Riley may also beneficially own 3,940,062 shares of Common Stock, representing 7.1% of the Issuer’s Common Stock, outstanding or issuable upon the exercise of the Warrants and held directly by BRFI in the manner specified in paragraph (1) above. Bryant R. Riley disclaims beneficial ownership of the shares held by BRFI or the Robert Antin Children Irrevocable Trust in each case except to the extent of his pecuniary interest therein.

  

(c) Except for the transactions described in Item 4 and Schedule B of this Schedule 13D, the Reporting Persons have not engaged in any transaction during the past 60 days involving the common stock of the Issuer.

 

(d) None.

 

(e) Not applicable.

 

5

 

 

SIGNATURES

 

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 04, 2022

 

B. RILEY FINANCIAL, INC.  
   
/s/ Bryant Riley  
Name: Bryant Riley  
Title: Co-Chief Executive Officer  

 

BRF INVESTMENTS, LLC.  
   
/s/ Phillip Ahn  
Name: Phillip Ahn  
Title: Authorized Signatory  
   
/s/ Bryant R. Riley  
Name: Bryant R. Riley  

 

6

 

 

SCHEDULE A

 

Executive Officers and Directors of B. Riley Financial, Inc.

 

Name and Position   Present Principal Occupation   Business Address   Citizenship
Bryant R. Riley
Chairman of the Board of Directors and Co-Chief Executive Officer
  Chief Executive Officer of B. Riley Capital Management, LLC; Co-Executive Chairman of B. Riley Securities, Inc.; and Chairman of the Board of Directors and Co-Chief Executive Officer of B. Riley Financial, Inc.   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Thomas J. Kelleher
Co-Chief Executive Officer and Director
  Co-Chief Executive Officer and Director of B. Riley Financial, Inc.; Co-Executive Chairman of B. Riley Securities, Inc.; and President of B. Riley Capital Management, LLC   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Phillip J. Ahn
Chief Financial Officer and Chief Operating Officer
  Chief Financial Officer and Chief Operating Officer of B. Riley Financial, Inc.  

30870 Russell Ranch Rd

Suite 250

Westlake Village, CA 91362

  United States
Kenneth Young
President
  President of B. Riley Financial, Inc.; and Chief Executive Officer of B. Riley Principal Investments, LLC   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Alan N. Forman
Executive Vice President, General Counsel and Secretary
  Executive Vice President, General Counsel and Secretary of B. Riley Financial, Inc.   299 Park Avenue, 21st Floor
New York, NY 10171
  United States
Howard E. Weitzman
Senior Vice President and Chief Accounting Officer
  Senior Vice President and Chief Accounting Officer of B. Riley Financial, Inc.  

30870 Russell Ranch Rd

Suite 250

Westlake Village, CA 91362

  United States
Robert L. Antin
Director
  Co-Founder of VCA, Inc., an owner and operator of Veterinary care centers and hospitals   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Tammy Brandt
Director
  Chief Legal Officer, Head of Business and Legal Affairs at FaZe Clan Inc.; a leading gaming, lifestyle, and media platform   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Robert D’Agostino
Director
  President of Q-mation, Inc., a supplier of software solutions   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Renée E. LaBran
Director
  Founding partner of Rustic Canyon Partners (RCP), a technology focused VC fund  

11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025

 

  United States
Randall E. Paulson
Director
  Special Advisor to Odyssey Investment Partners, LLC, a private equity investment firm  

11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025

 

  United States
Michael J. Sheldon
Director
  Chairman and Chief Executive Officer of Deutsch North America, a creative agency – Retired  

11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025

 

  United States
Mimi Walters
Director
  U.S. Representative from California’s 45th Congressional District – Retired   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Mikel Williams
Director
  Chief Executive Officer and Director of privately held Targus International, LLC, supplier of carrying cases and accessories   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States

 

 

 

 

SCHEDULE B

 

Transactions within the Past 60 Days

  

Trade Date   Transaction   Amount of
Securities
    Price     Reporting Person
8/2/2022   Sale     1,041,808     $ 2.8097     BRF Investments, LLC
8/3/2022   Sale     377,377     $ 2.7035     BRF Investments, LLC
8/4/2022   Sale     335,531     $ 2.7039     BRF Investments, LLC

 

 

 

 

 

 

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