Eos Energy Enterprises Inc SEC Filings

Eos Energy Enterprises, Inc. is conducting a registered direct offering of 35,855,647 shares of common stock at $12.78 per share, for expected gross proceeds of about $458.2 million before expenses. At completion, the company expects to have 317,544,042 shares outstanding. Concurrently, it is privately offering 1.75% convertible senior notes due 2031 with $525 million principal amount (plus a $75 million option) to qualified institutional buyers.

Eos plans to use the stock and note proceeds together to repurchase $200 million principal of its 6.75% Convertible Senior Notes due 2030 for approximately $564.6 million, with the remainder for general corporate purposes. The company highlights significant historical losses, negative cash flows and reliance on external capital, noting substantial doubt about its ability to continue as a going concern without successful execution of its growth and financing plans. The offering will significantly dilute existing shareholders and adds a large new layer of convertible debt while extending its debt maturity profile.

Eos Energy Enterprises, Inc. is launching a registered direct offering of common stock on Nasdaq under the symbol EOSE. The shares will be sold at a price per share equal to the closing market price on the date of the prospectus supplement, with Goldman Sachs & Co. LLC acting as exclusive placement agent on a reasonable best-efforts basis.

At the same time, Eos is privately offering $500,000,000 aggregate principal amount of convertible senior notes due 2031, with an option for initial purchasers to buy up to an additional $75,000,000. Eos plans to use the net proceeds from the stock and note offerings to repurchase a portion of its outstanding 6.75% Convertible Senior Notes due 2030 and for general corporate purposes. The company highlights significant risks including potential dilution from this equity raise and existing anti-dilution protections in preferred and other securities, continued operating losses and going-concern uncertainty, and the possibility that neither the stock offering nor the concurrent note offering and related repurchases are completed.

Eos Energy Enterprises reported several financing-related actions. The company entered a Fifth Amendment to its Credit and Guaranty Agreement that permits offerings of common stock and/or convertible notes and allows up to $200,000,000 of net cash proceeds from those offerings to be used to repurchase its 6.75% Convertible Senior Notes due 2030, once certain conditions are met.

Eos also agreed to issue the U.S. Department of Energy a warrant to purchase up to 570,000 shares of common stock at an exercise price of $0.01 per share, with automatic cashless exercise triggers tied to future share price performance over time. Through a limited consent and related amendment, the DOE treated the new convertible notes as permitted indebtedness and required Eos to maintain an interest reserve covering payments on both new and existing convertible notes for an initial 18‑month period.

In a separate Limited Waiver Agreement, CCM Denali Equity Holdings, LP waived certain conversion price adjustments and pre‑emptive rights tied to Eos’s planned offerings of common stock in a registered direct transaction and convertible senior notes, as well as the DOE warrant issuance.

Eos Energy Enterprises (EOSE) filed a Form 3, the initial statement of beneficial ownership, for officer Michelle Buczkowski. The filing reports 47,773 shares of Common Stock beneficially owned, held in direct form. The event date is 11/03/2025.

Buczkowski is listed as Chief Administration Officer. The filing includes an Exhibit 24 Power of Attorney, and the form was signed by /s/ Michael Silberman as attorney-in-fact.

Eos Energy Enterprises (EOSE) filed its Q3 2025 10‑Q, showing fast-growing sales alongside heavy losses and sizable non-cash fair value impacts. Revenue reached $30.5 million for the quarter, up from $0.9 million a year ago, but cost of goods sold of $64.4 million led to a gross loss. Operating loss was $61.2 million. After large changes in the fair value of warrants and related derivatives and preferred stock remeasurement, net loss attributable to common shareholders was $1.33 billion for Q3.

The balance sheet reflects expansion and financing activity: cash and cash equivalents were $58.7 million and restricted cash $36.9 million as of September 30, 2025. The company closed a public offering of 21,562,500 shares at $4.00 for net proceeds of $81.1 million on June 2, 2025, issued $250 million of 6.75% convertible notes due 2030, and drew $90.9 million from Tranche 1 of its DOE Loan Facility (up to $303.5 million across tranches). The Cerberus delayed draw term loan was fully funded, and its interest rate was reduced to 7% under amendments.

Management disclosed substantial doubt about the company’s ability to continue as a going concern, despite covenant compliance on minimum liquidity and deferral of revenue/EBITDA covenants to March 31, 2027.

Eos Energy Enterprises, Inc. filed an 8-K announcing it furnished a press release with financial results for the quarter ended September 30, 2025. The press release is included as Exhibit 99.1.

The company states the information furnished under Item 2.02 and in Exhibit 99.1 is not deemed “filed” under the Exchange Act and is not incorporated by reference unless expressly stated. The filing also lists Exhibit 104 for the cover page formatted in Inline XBRL.

Eos Energy Enterprises (EOSE) reported that it has satisfied its final performance milestones, specifically Sales Milestone 4 for the Fourth Milestone Test Date, under its amended Credit Agreement. The update was furnished as a Regulation FD disclosure to provide broad, non‑selective communication to the market.

The company attached a press release as Exhibit 99.1 to the report. Meeting these contract-defined milestones indicates compliance with the Credit Agreement’s performance conditions, as described in the filing.

Eos Energy Enterprises reported the results of its Special Meeting held on October 16, 2025. Stockholders approved, for purposes of complying with Nasdaq Listing Rules (including Rule 5635), the Company’s issuance of common shares to the Affiliated Purchaser upon redemption or conversion of the Notes under the Indenture as supplemented. Proposal 1 passed with 146,304,352 For, 1,426,110 Against, and 451,742 Abstained.

Stockholders also approved a potential adjournment (Proposal 2) with 143,665,565 For, 4,086,765 Against, and 429,874 Abstained. On the August 20, 2025 record date, 279,216,376 common shares were outstanding; 148,182,204 were present for quorum.

Sumeet Puri, Chief Accounting Officer of Eos Energy Enterprises, Inc. (EOSE), reported stock transactions related to vested restricted stock units and subsequent open-market sales. On 09/05/2025, 68,334 restricted stock units (RSUs) became vested and were reported as acquired at $0, increasing beneficial ownership to 204,791 shares. On 09/08/2025 the reporting person sold 20,501 shares at a weighted-average price of $6.98 and 20,000 shares at a weighted-average price of $7.25, reducing beneficial ownership to 164,290 shares. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted March 14, 2025 and to satisfy estimated tax liabilities arising from RSU vesting.