Eos Energy, a renewable energy company, has recently announced a definitive agreement for the purchase and sale of 3,601,980 shares of the company's common stock. The shares will be sold at a price of $2.221 per share in a registered direct offering. In addition to the stock sale, the company has also agreed to issue unregistered warrants through a concurrent private placement, allowing the purchase of up to 3,601,980 shares of common stock. These warrants will have an exercise price of $2.50 per share and will become exercisable by July 15, 2023, with an expiration date five years from the initial exercisability date. The closing of this offering is expected to take place around May 17, 2023, pending the fulfillment of customary closing conditions.
The company estimates that the gross proceeds from this offering will amount to approximately $8.0 million, before deducting advisory fees and other expenses associated with the offering. Eos Energy plans to utilize the net proceeds as working capital while awaiting a decision on its loan application from the Department of Energy's loan program office.
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It's important to note that the securities being offered and sold by the company in this registered direct offering, excluding the warrants and the underlying shares of common stock, are being made available through a “shelf” registration statement on Form S-3 (File No. 333-263298). This registration statement was initially filed with the Securities and Exchange Commission (SEC) on March 4, 2022, and was declared effective on April 25, 2022. The offering is being conducted through a prospectus supplement that is part of the effective registration statement. The final prospectus supplement and the accompanying base prospectus will be filed with the SEC and will be accessible on the SEC's website at www.sec.gov.
As for the warrants mentioned earlier, they are being offered through a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D. Neither the warrants nor the underlying shares of common stock have been registered under the Act or applicable state securities laws. Consequently, these securities may not be offered or sold in the United States unless pursuant to an effective registration statement or an exemption from the registration requirements of the Act and relevant state securities laws.
It's important to clarify that this press release is not an offer to sell or a solicitation of an offer to buy the described securities. Furthermore, no sale of these securities will take place in any state or jurisdiction where such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction.
