Current Report Filing (8-k)
February 13 2023 - 8:55AM
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2023-02-13
2023-02-13
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2023-02-13
2023-02-13
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2023-02-13
2023-02-13
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 13, 2023
EOS ENERGY ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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001-39291 |
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84-4290188 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
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(IRS Employer
Identification No.) |
3920 Park Avenue
Edison, New Jersey 08820
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (732) 225-8400
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common stock, par value $0.0001 per share |
|
EOSE |
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The Nasdaq Stock Market LLC |
Warrants, each exercisable for one share of common stock |
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EOSEW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
As Eos Energy Enterprises, Inc. (the “Company”)
previously announced on its Form 8-K filed on February 10, 2023, the Company filed a petition on February 10, 2023 in the Delaware Court
of Chancery (the “Court of Chancery”) under Section 205 of the DGCL (the “Petition”) to (1) validate and declare
effective the Company’s Third Amended and Restated Certificate of Incorporation that it filed in Delaware on November 16, 2020 (the
“Charter”) and all amendments thereto and (2) validate and declare effective the shares of the Company’s common stock,
par value $0.0001 and other securities issued in reliance on the validity of the Charter. Concurrently with the Petition, the Company
filed a motion to expedite the hearing on the Petition.
On February 10, 2023, the Court of Chancery
granted the motion to expedite and set a hearing date for the Petition to be heard. The hearing has been set for February 27, 2023 at
3:15 p.m. Eastern Time in courtroom 12B in the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801.
As required by the Court of Chancery, a copy of the Petition in the form filed with the Court of Chancery is available at https://investors.eose.com.
This Form 8-K constitutes notice of the hearing.
If any stockholder of the Company wishes to express a position on the Petition, such stockholders of the Company may (i) appear at the
hearing or (ii) file a written submission with the Register in Chancery, Leonard L. Williams Justice Center, 500 North King Street, Wilmington,
Delaware 19801, referring to the case caption, In re Eos Energy Enterprises, Inc., C.A. No. 2023-0165-LWW (Del. Ch.), in advance
of the hearing, and any such written submission should be emailed to the Company’s counsel, Kevin M. Coen, Morris, Nichols Arsht
& Tunnell LLP, at kcoen@morrisnichols.com.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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EOS ENERGY ENTERPRISES, INC. |
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Dated: February 13, 2023 |
By: |
/s/ Nathan Kroeker |
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Name: |
Nathan Kroeker |
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Title: |
Chief Financial Officer |
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