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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): July 2, 2026

 

EOS ENERGY ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39291   84-4290188

(State or other jurisdiction 

of incorporation)

 

(Commission

File Number)

 

(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)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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   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.

 

Rights Offering

 

On July 2, 2026, Eos Energy Enterprises, Inc. (the “Company”) issued a press release announcing the commencement of its previously-announced rights offering pursuant to a shelf registration statement filed on Form S-3 (File No. 333-295819) (the “Registration Statement”) with the Securities and Exchange Commission (“SEC”) on May 13, 2026, and the prospectus supplement relating to the rights offering filed with the SEC on July 2, 2026 (the prospectus supplement together with the accompanying prospectus, the “Prospectus”).

 

In connection with the rights offering, the Company is filing certain ancillary documents as Exhibits 4.1, 4.2, 4.3, 99.1, 99.2, 99.3, 99.4, 99.5, 99.6, and 99.7 to this Current Report on Form 8-K for the purpose of incorporating such items by reference to the Registration Statement, of which the Prospectus forms a part. The Company is also filing as Exhibit 5.1 the opinion of Davis Polk & Wardwell LLP in connection with the issuance of the subscription rights and the Company’s common stock, par value $0.0001 per share (“Common Stock”), and warrants to purchase shares of Common Stock, issuable upon exercise of such subscription rights.

 

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor will there be any sale of such securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The rights offering will be made only by means of the Prospectus, which can be accessed through the SEC’s website at www.sec.gov. A copy of the Prospectus may also be obtained by contacting the information agent for the rights offering, Sodali & Co., at (203) 658-9400 (banks and brokers), (833) 225-0490 (individuals call toll-free) or EOSE.info@investor.sodali.com.

 

A copy of the press release related to the matters set forth herein is attached hereto as Exhibit 99.7 and is incorporated herein by reference.

 

Item 9.01 Financial Statement and Exhibits.

 

(d) Exhibits

 

Exhibit

Number

  Description of Document
     
4.1   Form of Rights Certificate
4.2   Form of Warrant Agreement, dated July 2, 2026
4.3   Form of Warrant Certificate (included as Exhibit A to Exhibit 4.2 hereto)
5.1   Legal Opinion of Davis Polk & Wardwell LLP
23.1   Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1 hereto)
99.1   Form of Instructions for Use of Rights Certificates
99.2   Form of Letter to Rightsholders who are Record Holders
99.3   Form of Letter to Broker-Dealers and other Nominee Holders
99.4   Form of Letter to Clients of Broker-Dealers and other Nominee Holders
99.5   Form of Nominee Holder Certification
99.6   Form of Beneficial Owner Election Form
99.7   Press Release, dated July 2, 2026
104   Cover page of this Current Report on Form 8-K formatted in Inline XBRL

 

 

 

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.

 

  EOS ENERGY ENTERPRISES, INC.
   
     
Dated: July 2, 2026 By: /s/ Alessandro Lagi
    Name: Alessandro Lagi
    Title: Chief Financial Officer