Eos Energy Enterprises Inc
For the period ended Dec 31, 2023. Filed Mar 4, 2024.
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FY2023 · Filed Mar 4, 2024
EOSE$1.88+8.0%Stored close · as of Nov 9, 2026
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Item 15. Exhibits
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(1) Financial statement. The consolidated financial statements and Reports of Independent Registered Accounting Firm are listed in the “Index to Financial Statements” beginning on page F-1.
(2) Financial Statement Schedules and Other Financial Information. No financial statement schedules are submitted because either they are not applicable or because the required information is included in the consolidated financial statements or notes thereto.
(3) Exhibits. Filed as part of this Annual Report are the following exhibits:
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description of Document | Schedule/Form | File Number | Exhibit | Filing date |
| 2.1 | Agreement and Plan of Merger, dated as of September 7, 2020, by and among the Company, BMRG Merger Sub, LLC, BMRG Merger Sub II, LLC, Eos Energy Storage LLC, New Eos Energy LLC and AltEnergy Storage VI, LLC (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on September 8, 2020) | Form 8-K | File No. 001-39291 | 2.1 | September 8, 2020 |
| 3.1 | Third Amended and Restated Certificate of Incorporation of the Company, as amended | Form 10-K | File No. 001-39291 | 3.1 | February 28, 2023 |
| 3.2 | Second Amended and Restated Bylaws of the Company | Form 8-K | File No. 001-39291 | 3.2 | May 19, 2022 |
| 4.1 | Specimen Common Stock Certificate | Form 8-K | File No. 001-39291 | 4.1 | November 20, 2020 |
| 4.2 | Specimen Warrant Certificate | Form 8-K | File No. 001-39291 | 4.2 | November 20, 2020 |
| 4.3 | Eos Energy Enterprises, Inc. 5%/6% Convertible Senior PIK Toggle Note due 2026 | Form 8-K | File No. 001-39291 | 4.1 | July 7, 2021 |
| 4.4 | Warrant Agreement, dated May 19, 2020, by and between the Registrant and Continental Stock Transfer & Trust Company | Form 8-K | File No. 001-39291 | 4.1 | May 22, 2020 |
| 4.6 | Indenture, dated April 7, 2022, between the Company and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on April 13, 2022) | Form 8-K | File No. 001-39291 | 10.1 | April 13, 2022 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description of Document | Schedule/Form | File Number | Exhibit | Filing date |
| 4.7 | Convertible Promissory Note, dated as of June 13, 2022, between Eos Energy Enterprises, Inc. and YA II PN, LTD. | Form 8-K | File No. 001-39291 | 4.1 | June 13, 2022 |
| 4.8 | Convertible Promissory Note dated as of December 29, 2022 between Eos Energy Enterprises, Inc. and YA II PN, LTD. | Form 8-K | File No. 001-39291 | 4.1 | December 29, 2022 |
| 4.9 | Form of Note (including Indenture incorporated by reference therein) | Form 8-K | File No. 001-39291 | 4.1 | January 19, 2023 |
| 4.10 | Convertible Promissory Note dated as of February 1, 2023 made by Eos Energy Enterprises, Inc. in favor of YA II PN, LTD | Form 8-K | File No. 001-39291 | 4.1 | February 02, 2023 |
| 4.11 | Convertible Promissory Note dated as of March 17, 2023 between Eos Energy Enterprises, Inc. and YA II PN, LTD | Form 8-K | File No. 001-39291 | 4.1 | March 17, 2023 |
| 4.12 | Convertible Promissory Note dated as of April 10, 2023 between Eos Energy Enterprises, Inc. and YA II PN, LTD | Form 8-K | File No. 001-39291 | 4.1 | April 11, 2023 |
| 4.13 | Form of Common Stock Purchase Warrant, dated as of April 12, 2023 | Form 8-K | File No. 001-39291 | 4.1 | April 14, 2023 |
| 4.14 | Form of Common Stock Purchase Warrant, dated as of May 15, 2023 | Form 8-K | File No. 001-39291 | 4.1 | May 17, 2023 |
| 4.15 | Indenture, dated May 25, 2023, between the Company and Wilmington Trust, National Association, as trustee | Form 8-K | File No. 001-39291 | 4.1 | May 25, 2023 |
| 4.16 | Form of Note, dated as of May 25, 2023 | Form 8-K | File No. 001-39291 | 4.2 | May 25, 2023 |
| 4.17 | Form of Common Stock Purchase Warrant | Form 8-K | File No. 001-39291 | 4.1 | December 15, 2023 |
| 10.1 | Sponsor Earnout Letter | Form 8-K | File No. 001-39291 | 10.8 | November 20, 2020 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description of Document | Schedule/Form | File Number | Exhibit | Filing date |
| 10.2 | Eos Energy Enterprises, Inc. 2020 Incentive Plan | Form 8-K | File No. 001-39291 | 10.10 | November 20, 2020 |
| 10.3 | Form of Indemnity Agreement | Form 8-K | File No. 001-39291 | 10.13 | November 20, 2020 |
| 10.4 | Employment Agreement, dated February 24, 2021, by and between the Company and Joseph Mastrangelo | Form 8-K | File No. 001-39291 | 99.1 | March 2, 2021 |
| 10.5 | Offer Letter, dated February 19, 2021, by and between the Company and Jody Markopoulos | Form 8-K | File No. 001-39291 | 10.1 | March 12, 2021 |
| 10.6 | Employment Agreement, dated March 25, 2021, by and between the Company and Sagar Kurada | Form 8-K | File No. 001-39291 | 10.1 | March 31, 2021 |
| 10.7 | Unit Purchase Agreement, dated April 8, 2021 | Form 8-K | File No. 001-39291 | 10.1 | April 14, 2021 |
| 10.8 | Form of Transition Services Agreement (Included in Exhibit 10.08) | Form 8-K | File No. 001-39291 | 10.2 | April 14, 2021 |
| 10.9 | Amended and Restated Registration Rights Agreement, dated May 10, 2021, by and between the Registrant, B. Riley Principal Sponsor Co. II, LLC and the other parties thereto | Form 8-K | File No. 001-39291 | 4.01 | May 10, 2021 |
| 10.10 | Amended and Restated Registration Rights Agreement, dated May 10, 2021, by and among the Company and the security holders party thereto | Form 8-K | File No. 001-39291 | 4.02 | May 10, 2021 |
| 10.11 | Investment Agreement, dated as of July 6, 2021, by and among Eos Energy Enterprises, Inc. and Spring Greek Capital, LLC | Form 8-K | File No. 001-39291 | 10.1 | July 7, 2021 |
| 10.12 | Master Equipment Financing Agreement, dated September 30, 2021 | Form 8-K | File No. 001-39291 | 10.1 | October 5, 2021 |
| 10.13 | Guaranty Agreement, dated September 30, 2021 | Form 8-K | File No. 001-39291 | 10.2 | October 5, 2021 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description of Document | Schedule/Form | File Number | Exhibit | Filing date |
| 10.14 | Separation Agreement, dated December 13, 2021, by and between the Company and Sagar Kurada | Form 8-K | File No. 001-39291 | 10.01 | December 14, 2021 |
| 10.15 | Employment Agreement, dated December 13, 2021, by and between the Company and Randall B. Gonzales | Form 8-K | File No. 001-39291 | 10.02 | December 14, 2021 |
| 10.16 | Employment Letter, dated December 29, 2021 by and between the Company and John Tedone | Form 8-K | File No. 001-39291 | 10.1 | February 14, 2022 |
| 10.17 | Standby Equity Purchase Agreement, dated April 28, 2022, by and between Eos Energy Enterprises, Inc. and YA II PN, Ltd. | Form 8-K | File No. 001-39291 | 10.1 | April 28, 2022 |
| 10.18 | Joinder to Investment Agreement, dated May 1, 2022 among Eos Energy Enterprises, Inc., Spring Creek Capital, LLC and Wood River Capital, LLC | Form 10-Q | File No. 001-39291 | 10.3 | May 9, 2022 |
| 10.19 | Amendment No. 1 to the Standby Equity Purchase Agreement, dated as of April 28, 2022, between Eos Energy Enterprises, Inc. and YA II PN, LTD. | Form 8-K | File No. 001-39291 | 10.1 | June 13, 2022 |
| 10.20 | Supplemental Agreement, dated as of June 13, 2022, to the Standby Equity Purchase Agreement dated as of April 28, 2022 between Eos Energy Enterprises, Inc. and YA II PN, LTD. | Form 8-K | File No. 001-39291 | 10.2 | June 13, 2022 |
| 10.21 | Senior Secured Term Loan Credit Agreement, dated as of July 29, 2022, by and among Eos Energy Enterprises, Inc., the lenders party thereto, and ACP Post Oak Credit I LLC, as administrative agent and collateral agent. | Form 8-K | File No. 001-39291 | 10.1 | August 1, 2022 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description of Document | Schedule/Form | File Number | Exhibit | Filing date |
| 10.22 | Guarantee and Collateral Agreement, dated as of July 29, 2022, by and among Eos Energy Enterprises, Inc., the other grantors named therein and ACP Post Oak Credit I LLC, as collateral agent | Form 8-K | File No. 001-39291 | 10.2 | August 1, 2022 |
| 10.23 | Commitment Increase Agreement, dated as of August 4, 2022, by and among Eos Energy Enterprises, Inc., the guarantors party thereto, ACP Post Oak Credit I LLC, as administrative agent and lender, and certain other lenders party thereto | Form 8-K | File No. 001-39291 | 10.1 | August 5, 2022 |
| 10.24 | Sales Agreement, dated August 5, 2022, by and between Eos Energy Enterprises, Inc. and Cowen and Company, LLC | Form 8-K | File No. 001-39291 | 10.2 | August 5, 2022 |
| 10.25 | Amended Director Compensation Policy, dated as of September 7, 2022 | Form 8-K | File No. 001-39291 | 10.1 | September 9, 2022 |
| 10.27 | Commitment Increase Agreement, dated as of December 7, 2022, by and among Eos Energy Enterprises, Inc. the guarantors party thereto, and ACP Post Oak Credit LLC. | Form 8-K | File No. 001-39291 | 10.1 | December 8, 2022 |
| 10.30 | Separation Agreement, dated January 20, 2023, by and between the Company and Randall Gonzales | Form 8-K | File No. 001-39291 | 10.1 | January 20, 203 |
| 10.31 | Employment Agreement, dated January 20, 2023, by and between the Company and Nathan Kroeker | Form 8-K | File No. 001-39291 | 10.2 | January 20, 203 |
| 10.32 | Investment Agreement, dated January 18, 2023, by and among Eos Energy Enterprises, LLC and the purchasers listed therein | Form 8-K | File No. 001-39291 | 10.1 | January 19, 2023 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description of Document | Schedule/Form | File Number | Exhibit | Filing date |
| 10.33 | Limited Consent Agreement, dated as of January 17, 2023, among Eos Energy Enterprises, LLC, the lenders party thereto, and ACP Post Oak Credit I LLC, as administrative agent | Form 8-K | File No. 001-39291 | 10.2 | January 19, 2023 |
| 10.38 | Form of Securities Purchase Agreement, dated as of April 12, 2023 | Form 8-K | File No. 001-39291 | 10.1 | April 14, 2023 |
| 10.39 | Form of Securities Purchase Agreement, dated as of May 15, 2023 | Form 8-K | File No. 001-39291 | 10.1 | May 17, 2023 |
| 10.40 | Amendment No. 1 to Common Stock Sales Agreement, dated August 23, 2023, by and between Eos Energy Enterprises, Inc. and Cowen and Company, LLC | Form 8-K | File No. 001-39291 | 10.1 | August 23, 2023 |
| 10.41 | Master Supply Agreement, dated August 23, 2023, by and between HI-POWER, LLC and ACRO Automation Systems, Inc. | Form 8-K | File No. 001-39291 | 10.2 | August 23, 2023 |
| 10.42 | Employment Agreement, dated August 27, 2023, by and between the Company and Sumeet Puri | Form 8-K | File No. 001-39291 | 10.1 | August 28, 2023 |
| 10.43* | Separation Agreement, dated January 19, 2024, by and between the Company and Melissa Berube | ||||
| 10.44* | Employment Agreement, dated January 17, 2024, by and between the Company and Michael Silberman | ||||
| 23.1* | Consent of Independent Registered Public Accounting Firm | ||||
| 24.1* | Power of Attorney (included on the signature page herein) | ||||
| Incorporated by Reference | |||||
| Exhibit Number | Description of Document | Schedule/Form | File Number | Exhibit | Filing date |
|---|---|---|---|---|---|
| 31.1* | Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 31.2* | Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.1*+ | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.2*+ | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 97* | Policy relating to recovery of compensation | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 104* | Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set | ||||
| Incorporated by Reference | |||||
| Exhibit Number | Description of Document | Schedule/Form | File Number | Exhibit | Filing date |
|---|---|---|---|---|---|
| † | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. | ||||
| * | Filed herewith. | ||||
| + | The certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference. | ||||
EOS ENERGY ENTERPRISES, INC
Index to Financial Statements
| PAGE | |
| Financial Statements | |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) | F-2 |
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | F-4 |
| Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2023 and 2022 | F-6 |
| Consolidated Statements of Shareholders' (Deficit) Equity for the Years Ended December 31, 2023 and 2022 | F-7 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 | F-8 |
| Notes to Consolidated Financial Statements | F-10 to F-44 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.