Heliogen Announces 1-for-35 Reverse Stock Split
August 25 2023 - 4:05PM
Business Wire
Heliogen, Inc. (“Heliogen”) (NYSE: HLGN), a leading provider of
AI-enabled concentrating solar energy technology, announced today
that its Board of Directors has approved a 1-for-35 reverse stock
split (“Reverse Stock Split”) of Heliogen’s common stock.
Heliogen’s stockholders previously approved the Reverse Stock Split
at Heliogen’s Annual Meeting of Stockholders held on August 3, 2023
and gave Heliogen’s Board of Directors discretionary authority to
select a ratio for the Reverse Stock Split ranging from 1-for-10
shares to 1-for-40 shares.
The Reverse Stock Split is expected to be effective at 5:00
p.m., Eastern Time, on August 31, 2023. Beginning on September 1,
2023, Heliogen’s common stock is expected to begin trading on a
split-adjusted basis on the New York Stock Exchange (“NYSE”).
Following the Reverse Stock Split, the common stock will continue
trading on the NYSE under the symbol “HLGN”, but will trade under a
new CUSIP number: 42329E204. Heliogen’s publicly traded warrants
will continue to be traded on the NYSE under the symbol “HLGN.W”
and the CUSIP number for the warrants will remain unchanged.
Purpose of the Reverse Stock Split
The primary purpose of the reverse stock split is to increase
the market price of Heliogen's common stock to regain full
compliance with the NYSE share price listing rule and maintain
Heliogen’s listing on the NYSE. Heliogen believes that the higher
share price resulting from the Reverse Stock Split will also make
Heliogen’s shares more attractive to institutional and other
investors.
Details of the Reverse Stock Split
Under the terms of the Reverse Stock Split, every 35 shares of
Heliogen's issued and outstanding common stock will be
automatically combined and converted into one issued and
outstanding share of common stock, with no change in the par value
per share. This will reduce the number of outstanding shares of
Heliogen’s common stock from approximately 205.1 million to
approximately 5.9 million. The Reverse Stock Split will not change
the authorized number of shares of common stock.
No fractional shares will be issued in connection with the
Reverse Stock Split. Stockholders of record who would otherwise be
entitled to receive a fractional share will receive a cash payment
in lieu of such fractional share.
As a result of the Reverse Stock Split, proportionate
adjustments will be made to the number of shares of Heliogen's
common stock underlying Heliogen's outstanding equity awards,
warrants and preferred units, as well as the exercise or conversion
price, as applicable.
Information for Stockholders
Current stockholders of Heliogen who hold their shares in
brokerage accounts or “street name” are not required to take any
action, as their brokers will handle the process. Stockholders who
hold physical certificates can obtain information about the process
for exchanging their shares by contacting Continental Stock
Transfer & Trust Company, Heliogen's transfer agent, at
1-800-509-5586 or cstmail@continentalstock.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.
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 Heliogen’s executive transition and Heliogen’s
future financial and operating performance. 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) changes in our business and strategy,
future operations, financial position, estimated revenues and
losses, projected costs, prospects and plans; (iii) 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; (iv) our ability
to maintain listing on the New York Stock Exchange; (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; and (x)
our ability to protect our intellectual property. 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 annual period
ended December 31, 2022 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230825604281/en/
Heliogen Investor: Louis Baltimore VP, Investor Relations
Louis.Baltimore@Heliogen.com
Heliogen Media: Cory Ziskind ICR, Inc.
HeliogenPR@icrinc.com
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