Eos Energy (NASDAQ: EOSE) starts discounted rights offer to fund Frontier investment
Rhea-AI Filing Summary
Eos Energy Enterprises is commencing a rights offering for up to 27,367,171 Units at $5.481 per Unit. Each Unit includes one share of common stock plus 0.4388 of a warrant with a $5.481 exercise price per share. Rights are granted to holders of common stock and specified warrants as of the July 1, 2026 Record Date, are expected to trade on Nasdaq under “EOSER” starting July 6, 2026, and expire at 5:00 p.m. New York City time on July 21, 2026. Investors who fully use their basic rights may request additional Units through an over-subscription privilege. The company states it intends to use any net proceeds to fund its planned investment in Frontier Power USA Parent, LLC, and completion of the offering remains subject to joint venture-related conditions and board discretion.
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8-K Event Classification
Key Figures
Key Terms
Rights Offering financial
Basic Subscription Rights financial
Over-subscription Privilege financial
Record Date financial
Subscription Agent financial
Nasdaq Capital Market financial
Offering Details
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: (
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 | ||
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 | ||
Exhibit 99.1
INSTRUCTIONS FOR USE OF EOS ENERGY ENTERPRISES, INC. RIGHTS CERTIFICATES
CONSULT BROADRIDGE CORPORATE ISSUER SOLUTIONS, LLC (THE “SUBSCRIPTION AGENT”), SODALI & CO. (THE “INFORMATION AGENT”) OR YOUR BANK OR BROKER AS TO ANY QUESTIONS
The following instructions relate to a rights offering (the “Rights Offering”) by Eos Energy Enterprises, Inc., a Delaware corporation (the “Company”), to the holders of its common stock, par value $0.0001 per share (the “Common Stock”) and warrants issued on April 14, 2023, May 17, 2023, December 19, 2023 and November 21, 2025 (the “Participating Warrants”), as described in the Company’s prospectus supplement dated July 2, 2026 (together with the accompanying prospectus, the “Prospectus Supplement”). In the rights distribution (as such term is defined in the Prospectus Supplement), holders of record of shares of the Company’s Common Stock and Participating Warrants (together, the “Eligible Holders”), at 5:00 p.m. New York City time, on July 1, 2026 (the “Record Date”) received a transferable subscription right (a “Right”) to subscribe for and purchase units of the Company (the “Units”) for each share of Common stock or Participating Warrant held by them as of the Record Date. The total number of Rights to be issued to each such holder was rounded down to the nearest whole number and the subscription agent instructed, or instructed DTC to instruct, all brokers, dealers, trustees and depositaries for securities or any other agents who hold shares of common stock or Participating Warrants for the account of others to effect such rounding with respect to each beneficial holder. Each whole Right is exercisable, upon payment of $5.481 as described below (the “Subscription Price”), to purchase one Unit (the “Basic Subscription Right”), with each Unit consisting of one share of Common Stock and 0.4388 of a warrant to purchase one share of Common Stock at an exercise price of $5.481 per whole share (the “Warrants”). In addition, subject to the proration described below, each holder of record of Rights (each a “Rightsholder”) that fully exercises its Basic Subscription Rights with respect to all Rights that it holds in the same capacity pursuant to a single rights certificate also has the right to subscribe at the Subscription Price for additional Units (the “Over-subscription Privilege”). If Units being offered in the Rights Offering remain available for subscription following the exercise of the Basic Subscription Rights by Rightsholders prior to the Expiration Time, as defined below (the “Excess Units”), such Rightsholders may exercise their Over-subscription Privilege to subscribe for a number of Excess Units up to the number of Units underlying the Basic Subscription Right (or 200% combined). If there are not a sufficient number of Excess Units to satisfy all subscriptions pursuant to the exercise of Over-subscription Privilege by the applicable Rightsholders, the available Excess Units will be allocated pro rata among Rightsholders exercising their Over-subscription Privilege in proportion to the number of Units that each such Rightsholder purchased pursuant to its Basic Subscription Rights; provided, however, that if such pro rata allocation results in any Rightsholder being allocated a greater number of Excess Units than such Rightsholder subscribed for pursuant to the exercise of such Rightsholder’s Over-subscription Privilege, then such Rightsholder will be allocated only such number of Excess Units as such Rightsholder subscribed for, and the remaining Excess Units will be allocated among the other Rightsholders exercising their Over-subscription Privilege with respect to the Rights.
The Rights Offering will expire at 5:00 p.m., New York City time, on July 21, 2026, unless extended as described in the Prospectus Supplement (the “Expiration Time”).
AS DESCRIBED IN THESE INSTRUCTIONS, YOUR RIGHTS CERTIFICATE (ALONG WITH AN INTERNAL REVENUE SERVICE FORM W-8 OR W-9, AS APPLICABLE, TO THE EXTENT REQUIRED BY PARAGRAPH 2 OF THESE INSTRUCTIONS) MUST BE RECEIVED BY THE SUBSCRIPTION AGENT, AND PAYMENT OF THE SUBSCRIPTION PRICE MUST BE RECEIVED, AS MORE SPECIFICALLY DESCRIBED BELOW AND IN THE PROSPECTUS SUPPLEMENT, BY THE SUBSCRIPTION AGENT ON OR BEFORE THE EXPIRATION TIME. YOU MAY NOT REVOKE ANY EXERCISE OF A RIGHT.
Below is a list of the key dates for the Rights Offering of which you should be aware. With the exception of the Record Date and rights distribution date, such dates are subject to change in the event the Company’s board of directors (the “Board”) determines to extend the Rights Offering. For more information regarding these dates, we encourage you to review the section of the Prospectus Supplement entitled “Description of the Rights Offering,” as this portion of the Prospectus Supplement describes other timing considerations of which you should be aware regarding the Rights Offering.
| Date | Event / Action | |
| 5:00 p.m., New York City time, on July 1, 2026 | Record Date. | |
| 5:00 p.m., New York City time, on July 2, 2026 | Rights distribution date. | |
| July 2, 2026 | Commencement of the Rights Offering. | |
| July 6, 2026 | Expected commencement of trading for the Rights on the Nasdaq Capital Market under the symbol “EOSER.” | |
|
11:00 a.m., New York City time, on July 14, 2026 (five business days prior to the expiration date, as may be adjusted in the event of an extension of the expiration time)
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Date by which the Subscription Agent must have received appropriate materials from holders of Rights who intend to make cash payment of the subscription right by uncertified check.
Date by which the Subscription Agent must have received appropriate materials from holders of Rights in order to have the Subscription Agent sell such Rights.
Date by which the Subscription Agent must have received appropriate materials from holders of Rights in order to transfer all or a portion of such holder’s Rights (other than pursuant to a sale by the Subscription Agent).
Date by which registered foreign holders of Rights must notify the Subscription Agent and establish to the satisfaction of the Subscription Agent that it is permitted to exercise its Rights. | |
|
5:00 p.m., New York City time, on July 21, 2026 |
Expiration of the Rights Offering. |
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No fractional Rights or cash in lieu thereof were issued or paid. Instead, the total number of Rights issued to each holder was rounded down to the nearest whole number and the subscription agent instructed, or instructed DTC to instruct, all brokers, dealers, trustees and depositaries for securities or any other agents who hold shares of Common Stock or Participating Warrants for the account of others to effect such rounding with respect to each beneficial holder. Nominee holders of the Company’s Common Stock or Participating Warrants that held, on the Record Date, shares for the account(s) of more than one beneficial owner may, upon proper showing to the Subscription Agent, exercise such beneficial owners’ Basic Subscription Rights and Over-subscription Privilege as described below.
The Rights are expected to be traded on the Nasdaq Capital Market under the symbol “EOSER” beginning on July 6, 2026.
The number of Rights to which a holder of Common Stock or Participating Warrants is entitled is printed on the face of that holder’s “Rights Certificate.” You should indicate your wishes with regard to the exercise, assignment, transfer or sale of your Rights by completing the Rights Certificate and returning it to the Subscription Agent in the envelope provided.
| 1. | EXERCISE YOUR RIGHTS AND SUBSCRIBE FOR UNITS (Section 1 of the Rights Certificate). |
To exercise Rights, deliver your properly completed and executed Rights Certificate, by checking the boxes next to Section 1.A and 1.B, if applicable, and completing Section 1.C, together with payment in full of the Subscription Price for each Unit subscribed for pursuant to the Basic Subscription Rights and the Over-subscription Privilege, to the Subscription Agent.
Payment of the applicable Subscription Price must be made for the full number of Units being subscribed for by wire transfer, certified or personal check or bank draft drawn upon a U.S. bank, payable to: Broadridge Corporate Issuer Solutions, LLC, as Subscription Agent.
THE SUBSCRIPTION PRICE WILL BE DEEMED TO HAVE BEEN RECEIVED BY THE SUBSCRIPTION AGENT ONLY UPON (I) THE CLEARANCE OF ANY UNCERTIFIED CHECK, OR (II) THE RECEIPT BY THE SUBSCRIPTION AGENT OF ANY WIRE TRANSFER, CERTIFIED CHECK OR BANK DRAFT DRAWN UPON A U.S. BANK.
If paying by uncertified personal check, please note that the funds paid thereby may take approximately five business days to clear. Accordingly, if you intend on making your cash payment of the Subscription Price by uncertified check, you should ensure that the Subscription Agent receives the appropriate materials by July 14, 2026 (at least five business days prior to the Expiration Time).
Banks, brokers, trusts, depositaries or other nominee holders of the Rights who exercise the Rights on behalf of beneficial owners of Rights will be required to certify to the Subscription Agent and the Company, in connection with any exercise of the Over-subscription Privilege, the aggregate number of Rights that have been exercised and the number of Units that are being subscribed for pursuant to the Over-subscription Privilege by each beneficial owner of Rights on whose behalf such nominee holder is acting. If more Units are subscribed for pursuant to the Over-subscription Privilege than are available for sale, such shares will be allocated, as described above, among Rightsholders of the Rights exercising their Over-subscription Privilege in proportion to the number of Units purchased pursuant to each such Rightsholder’s Basic Subscription Rights.
The addresses of the Subscription Agent are as follows:
| By First Class Mail: | By Registered, Certified or Express Mail, or Overnight Courier: |
| Broadridge, Inc. | Broadridge, Inc. |
| Attn: BCIS Re-Organization Dept. | Attn: BCIS IWS |
| P.O. Box 1317 | 51 Mercedes Way |
| Brentwood, NY 11717-0718 | Edgewood, NY 11717 |
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The telephone numbers of the Subscription Agent, for assistance concerning the method of exercising your Rights or requests for additional documentation, are as follows:
Broadridge Corporate Issuer Solutions, LLC
Local Calls: 1-303-562-9275
Toll Free: 1-888-789-8409
The telephone numbers and e-mail of the Information Agent, for any questions regarding the Rights Offering, are as follows:
Sodali & Co.
Banks and brokers call collect: 1-203-658-9400
All others call toll free: 1-(833) 225-0490 or contact by e-mail at EOSE.info@investor.sodali.com
If you exercise less than all of the Rights evidenced by your Rights Certificate you may either (a) check the box next to Section 2 and complete Section 2 of your Rights Certificate to direct the Subscription Agent to attempt to sell the unexercised Rights (but no fractional Rights) on your behalf (and provide an Internal Revenue Service Form W-8 or W-9, as described in Paragraph 2(a) below), (b) check the box next to Section 3 and complete Section 3 of your Rights Certificate to transfer your remaining unexercised Rights (but no fractional Rights) to a designated transferee or to assign them to a bank or broker to sell for you, or (c) check the box next to Section 4 and complete Section 4 of your Rights Certificate and the Subscription Agent will issue you a new Rights Certificate evidencing the unexercised Rights (see Paragraph 4 of these “Instructions For Use of Rights Certificates”). If you choose to have any such new Rights Certificate delivered to a different address, so indicate in Section 4 of your Rights Certificate.
If you choose to have a new Rights Certificate sent, you may not receive the new Rights Certificate in sufficient time to permit the exercise, assignment, transfer or sale of the Rights evidenced thereby.
If you have not indicated the number of Rights being exercised, or if you have not forwarded full payment of the Subscription Price for the number of Rights that you have indicated are being exercised, you will be deemed to have exercised the Basic Subscription Rights with respect to the maximum number of whole Rights which may be exercised for the aggregate Subscription Price transmitted or delivered by you, and to the extent that the aggregate Subscription Price transmitted or delivered by you exceeds the product of the applicable per share Subscription Price multiplied by the number of whole Rights evidenced by the Rights Certificate(s) transmitted or delivered by you and no direction is given as to the excess (such excess being the “Subscription Excess”), you will be deemed to have exercised your Over-subscription Privilege to purchase, to the extent available, that number of whole Units equal to the quotient obtained by dividing the Subscription Excess by the applicable per share Subscription Price, subject to the limit on the number of Units available to be purchased in the Rights Offering and applicable proration.
Conditions to Completion of the Rights Offering. The completion of the Rights Offering is conditional on the execution of the JV Agreement and the execution of certain commercial framework guidelines by the parties to the JV Transaction. We may terminate the Rights Offering, in whole or in part, if at any time before completion of the Rights Offering there is any judgment, order, decree, injunction, statute, law or regulation entered, enacted, amended or held to be applicable to the Rights Offering that in the sole judgment of our board of directors would or might make the Rights Offering or its completion, whether in whole or in part, illegal or otherwise restrict or prohibit completion of the Rights Offering.
The Company has the right to terminate the Rights Offering for any reason before the Rights expire.
Delivery of Units. As soon as practicable after the Expiration Time, the following deliveries and payments will be made to the address shown on the face of your Rights Certificate unless you provide instructions to the contrary in Section 1 of your Rights Certificate.
Subscription Rights. The Subscription Agent will deliver to each validly exercising Rightsholder Units purchased pursuant to such exercise including the number of Units allocated to and purchased by such Rightsholder pursuant to its Over-subscription Privilege. The Subscription Agent will effect delivery of the subscribed-for Units through the Subscription Agent’s book-entry registration system by mailing to each subscribing Rightsholder a statement of holdings detailing such Rightsholder’s subscribed-for Units and the method by which the subscribing Rightsholder may access its account. See “Description of the Rights Offering—Subscription Rights” in the Prospectus Supplement.
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Return of Excess Payments. The Subscription Agent will promptly deliver to each Rightsholder who exercises the Over-subscription Privilege any excess funds tendered, without interest or deduction, in payment of the Subscription Price for each Unit that is subscribed for by, but not allocated to, such Rightsholder pursuant to the Over-subscription Privilege.
| 2. | SELL YOUR RIGHTS (Section 2 of the Rights Certificate). |
(a) Sale of All Unexercised Rights Through the Subscription Agent. To sell all unexercised Rights (but no fractional Rights) through the Subscription Agent, you must so indicate by checking the box next to Section 2 and completing Section 2 of the Rights Certificate and you must provide a properly completed and executed Internal Revenue Service Form W-8 or W-9, as applicable, to the Subscription Agent along with your completed Rights Certificate. Internal Revenue Service Forms W-8 and W-9 and the applicable instructions are available on the Internal Revenue Service website at www.irs.gov. IF THE SUBSCRIPTION AGENT SELLS ANY OF YOUR RIGHTS, SUCH RIGHTS WILL BE DEEMED TO HAVE BEEN SOLD AT THE WEIGHTED AVERAGE NET SALE PRICE OF ALL RIGHTS SOLD BY THE SUBSCRIPTION AGENT. Promptly following the Expiration Time, the Subscription Agent will send the selling Rightsholder a check for the net proceeds from the sale of any Rights sold, reduced by any applicable tax withholding (including backup withholding). The aggregate fees charged by the Subscription Agent for selling Rights will be deducted from the aggregate sale price for all such Rights in determining the weighted average net sale price of all such Rights. The Subscription Agent’s obligation to execute sell orders is subject to its ability to find buyers for the Rights. NO ASSURANCE CAN BE GIVEN THAT A MARKET WILL DEVELOP OR BE MAINTAINED FOR THE RIGHTS OR THAT THE SUBSCRIPTION AGENT WILL BE ABLE TO SELL ANY RIGHTS.
You must have your order to sell your Rights to the Subscription Agent before 11:00 a.m., New York City time, on the fifth business day before the Expiration Time (which is July 14, 2026, unless the Expiration Time is extended).
If the Subscription Agent cannot sell your Rights by 5:00 p.m., New York City time, on the fourth business day before the Expiration Time, the Subscription Agent will return your rights certificate to you by overnight delivery. We encourage you to review the discussion in the Prospectus Supplement under the heading “Description of the Rights Offering—Method of Transferring and Selling Rights — Sales of Rights Through the Subscription Agent.” Deliveries and payments will be made to the address shown on the face of your Rights Certificate unless you provide instructions to the contrary in Section 2 of your Rights Certificate.
Failure to provide a properly completed and executed Internal Revenue Service Form W-8 or W-9, as applicable, may result in the imposition of backup withholding (currently at a rate of 24%).
(b) Sale of Less than All Unexercised Rights Through the Subscription Agent. You may have your Rights Certificate divided into Rights Certificates of appropriate denominations by following the instructions in Paragraph 4 below. The Rights Certificate evidencing the number of unexercised Rights you intend to sell can then be sold by following the instructions in Paragraph 2(a). IF THE SUBSCRIPTION AGENT SELLS ANY OF YOUR RIGHTS, SUCH RIGHTS WILL BE DEEMED TO HAVE BEEN SOLD AT THE WEIGHTED AVERAGE SALE PRICE OF ALL RIGHTS SOLD BY THE SUBSCRIPTION AGENT.
Promptly following the Expiration Time, the Subscription Agent will send the holder a check for the net proceeds from the sale of any Rights sold, reduced by any applicable tax withholding (including backup withholding). The aggregate fees charged by the Subscription Agent for selling Rights will be deducted from the aggregate sale price for all such Rights in determining the weighted average net sale price of all such Rights. The Subscription Agent’s obligation to execute sell orders is subject to its ability to find buyers for the Rights. NO ASSURANCE CAN BE GIVEN THAT A MARKET WILL DEVELOP OR BE MAINTAINED FOR THE RIGHTS OR THAT THE SUBSCRIPTION AGENT WILL BE ABLE TO SELL ANY RIGHTS.
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You must have your order to sell your Rights to the Subscription Agent before 11:00 a.m., New York City time, on the fifth business day before the Expiration Time (which is July 14, 2026, unless the Expiration Time is extended).
If the Subscription Agent cannot sell your Rights by 5:00 p.m., New York City time, on the fourth business day before the Expiration Time, the Subscription Agent will return your rights certificate to you by overnight delivery. We encourage you to review the discussion in the Prospectus Supplement under the heading “Description of the Rights Offering — Method of Transferring and Selling Rights — Sales of Rights Through the Subscription Agent.” Deliveries and payments will be made to the address shown on the face of your Rights Certificate unless you provide instructions to the contrary in Section 2 of your Rights Certificate.
| 3. | TRANSFER OF ALL OR LESS THAN ALL UNEXERCISED RIGHTS |
TO ONE OR MORE DESIGNATED TRANSFEREES (Section 3 of the Rights Certificate).
(a) One Designated Transferee. To transfer all of your unexercised Rights to a designated transferee or to a broker, dealer or nominee for sale on your behalf, you must so indicate by checking the box next to Section 3 and completing Section 3 of your Rights Certificate. A Rights Certificate that has been properly transferred in its entirety may be exercised by a new holder without having a new Rights Certificate issued. If you wish to transfer less than all of your unexercised Rights (but no fractional Rights) to one designated transferee or to a broker, dealer or nominee for sale on your behalf, so indicate by checking the box next to Section 3 and completing Section 3 of your Rights Certificate and separately instruct the Subscription Agent as to the action to be taken with respect to the unexercised Rights not transferred. Such instructions should be guaranteed by an Eligible Institution. If no such instructions are received, the Subscription Agent will issue you a new Rights Certificate evidencing the unexercised Rights. If the box next to Section 3 is checked but Section 3 is not completed, the Subscription Agent may thereafter treat the bearer of the Rights Certificate as the absolute owner of all of the Rights evidenced by such Rights Certificate for all purposes, and neither the Subscription Agent nor the Company shall be affected by any notice to the contrary.
If you wish to transfer any of your Rights, you must have your order to transfer such Rights to the Subscription Agent by the fifth business day prior to the Expiration Time (which is July 14, 2026, unless the Expiration Time is extended).
(b) More than One Designated Transferee. Because only the Subscription Agent can issue Rights Certificates, if you wish to transfer all or less than all of the unexercised Rights (but no fractional Rights) evidenced by your Rights Certificate to more than one designated transferee or to more than one broker, dealer or nominee for sale on your behalf, so indicate by checking the box next to Section 3 and completing Section 3 and separately instruct the Subscription Agent as to the action to be taken with respect to any unexercised Rights not transferred. Such instructions should be guaranteed by an Eligible Institution. Alternatively, you may first have your Rights Certificate divided into Rights Certificates of appropriate denominations by following the instructions in Paragraph 5 below. Each Rights Certificate evidencing the number of Rights you intend to transfer can then be transferred by following the instructions in Paragraph 5(c).
If you wish to transfer any of your Rights, you must have your order to transfer such Rights to the Subscription Agent by the fifth business day prior to the Expiration Time (which is July 14, 2026, unless the Expiration Time is extended).
| 4. | TO HAVE A RIGHTS CERTIFICATE DIVIDED INTO SMALLER DENOMINATIONS. |
Send your Rights Certificate, together with complete separate instructions (including specification of the denominations into which you wish your Rights to be divided), signed by you, to the Subscription Agent, allowing a sufficient amount of time for new Rights Certificates to be issued and returned so that they can be used prior to the Expiration Time. Alternatively, you may assign your unexercised Rights to a bank or broker to effect such actions on your behalf. Your signature must be guaranteed by an Eligible Institution if any of the new Rights Certificates are to be issued in a name other than that in which the old Rights Certificate was issued. Rights Certificates may not be divided into fractional Rights, and any instruction to do so will be rejected. As a result of delays in the mail, the time of the transmittal, the necessary processing time and other factors, you or your transferee may not receive such new Rights Certificate(s) in time to enable the Rightsholder to complete a sale, exercise or transfer by the Expiration Time. Neither the Company nor the Subscription Agent will be liable to either a transferor or transferee for any such delays.
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If you choose to have a new Rights Certificate sent, you may not receive the new Rights Certificate in sufficient time to permit the exercise, assignment, transfer or sale of the Rights evidenced thereby.
| 5. | EXECUTION. |
(a) Execution by Registered Holder(s). The signature on the Rights Certificate must correspond with the name of the registered holder exactly as it appears on the face of the Rights Certificate without any alteration or change whatsoever. If the Rights Certificate is registered in the names of two or more joint owners, all of such owners must sign. Persons who sign the Rights Certificate in a representative or other fiduciary capacity must indicate their capacity when signing and, unless waived by the Company in its sole and absolute discretion, must present to the Subscription Agent satisfactory evidence of their authority to so act.
(b) Execution by Person Other than Registered Holder. If the Rights Certificate is executed by a person other than the holder named on the face of the Rights Certificate, proper evidence of authority of the person executing the Rights Certificate must accompany the same unless, for good cause, the Company dispenses with proof of authority, in its sole and absolute discretion.
(c) Signature Guarantees. Your signature must be guaranteed by an Eligible Institution if you wish to transfer all or less than all of your unexercised Rights to a designated transferee or to a broker, dealer or nominee for sale on your behalf as specified in Paragraphs 4(c) and/or 4(d), or to have the Subscription Agent sell less than all of your unexercised Rights, as specified in Paragraph 4(b).
| 6. | METHOD OF DELIVERY. |
The method of delivery of Rights Certificates and payment of the Subscription Price to the Subscription Agent will be at the election and risk of the Rightsholder, but, if sent by mail, it is recommended that they be sent by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the Subscription Agent and the clearance of any checks sent in payment of the Subscription Price prior to the Expiration Time. If paying by uncertified personal check, please note that the funds paid thereby may take approximately five business days to clear. Accordingly, if you intend on making your cash payment of the Subscription Price by uncertified check, you should ensure
that the Subscription Agent receives the appropriate materials by July 14, 2026 (at least five business days prior to the Expiration Time). Rightsholders who wish to pay the Subscription Price by means of wire transfer are urged to contact the Subscription Agent at 1-888-789-8409 to advise the Subscription Agent
of their intent to wire funds before sending their wire and to obtain wire instructions. This will ensure prompt and accurate credit upon receipt of such wire. Please contact the Subscription Agent for further information.
| 7. | SPECIAL PROVISIONS RELATING TO THE DELIVERY OF RIGHTS THROUGH THE DEPOSITORY TRUST COMPANY. |
If you are a broker, a dealer, a trustee or a depositary for securities who holds shares of Common Stock or Participating Warrants for the account of others as a nominee holder, you may, upon proper showing to the Subscription Agent, exercise your beneficial owners’ Basic Subscription Right and Over-subscription Privilege through The Depository Trust Company (“DTC”). You may exercise Rights held through DTC through DTC’s PSOP Function on the “agents subscription over PTS” procedures and instructing DTC to charge the applicable DTC account for the Subscription Price and to deliver such amount to the Subscription Agent. DTC must receive the subscription instructions and payment for the new shares by the Expiration Time.
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Exhibit 99.2
EOS ENERGY ENTERPRISES, INC.
FORM OF NOTICE TO RIGHTS HOLDERS WHO ARE RECORD HOLDERS
Up to 27,367,171 Units Issuable Upon Exercise of Transferable Rights*
Enclosed for your consideration is a prospectus supplement, dated July 2, 2026 (together with the accompanying prospectus, the “Prospectus Supplement”), relating to the offering (the “Rights Offering”) by Eos Energy Enterprises, Inc. (the “Company”) of transferable rights (the “Rights”) to subscribe for units of the Company (the “Units”), by holders of record of the Company’s common stock, par value $0.0001 per share (“Common Stock”) and warrants issued on April 14, 2023, May 17, 2023, December 19, 2023 and November 21, 2025 (“Participating Warrants”) as of 5:00 p.m., New York City time, on July 1, 2026 (the “Record Date” and such holders, the “Record Date Holders”).
Pursuant to the Rights Offering, the Company is issuing Rights to subscribe for up to 27,367,171 Units, each Unit consisting of one share of Common Stock and 0.4388 of a warrant to purchase one share of Common Stock at an exercise price of $5.481 per whole share (the “Warrants”), on the terms and subject to the conditions described in the Prospectus Supplement. The Rights may be exercised at any time during the subscription period, which commences on July 2, 2026. The Rights Offering will expire at 5:00 p.m., New York City time, on July 21, 2026, unless extended by the Company in its sole discretion (as it may be extended, the “Expiration Time”). The Rights are transferable and are expected to be listed for trading on The Nasdaq Capital Market under the symbol “EOSER” beginning on July 6, 2026 until the Expiration Time.
As described in the Prospectus Supplement, Record Date Holders received one Right for each share of Common Stock and each Participating Warrant held by such holder as of the Record Date. Each whole Right entitles a holder (the “Rights Holder”) to purchase 0.071193 of a Unit, which is referred to as the “Basic Subscription Rights.” The total number of Rights to be issued to each Record Date Holder was rounded down to the nearest whole number and the subscription agent instructed, or instructed DTC to instruct, all brokers, dealers, trustees and depositaries for securities or any other agents who hold shares of Common Stock or Participating Warrants for the account of others to effect such rounding with respect to each beneficial holder. The subscription price per Unit is $5.481 (the “Subscription Price”), which is equal to an approximate 10% discount to the closing price of the Company’s common stock on June 29, 2026.
If any Units available for purchase in the Rights Offering are not subscribed for by Rights Holders pursuant to the Basic Subscription Rights (the “Remaining Units”), a Rights Holder that has exercised fully its Rights pursuant to the Basic Subscription Rights may subscribe for any Remaining Units that are not otherwise subscribed for by Rights Holders, on the terms and subject to the conditions set forth in the Prospectus Supplement, including as to proration. We refer to this over-subscription privilege as the “Over-subscription Privilege.”
The Rights will be evidenced by subscription certificates (the “Rights Certificates”). Enclosed are copies of the following documents:
| 1. | Prospectus Supplement, dated July 2, 2026; and |
| 2. | Rights Certificate and Instructions for Use. |
Your prompt attention is requested. To exercise Rights, you should complete and sign the Rights Certificate and forward it, with payment of the Subscription Price in full for each Unit subscribed for pursuant to the Basic Subscription Rights and the Over-subscription Privilege to Broadridge Corporate Issuer Solutions, LLC (the “Subscription Agent”), as indicated on the Rights Certificate. The Subscription Agent must receive the properly completed and duly executed Rights Certificate and full payment at or prior to the Expiration Time. You are responsible for the method of delivery of Rights Certificates, any necessary accompanying documents and payment of the Subscription Price to the Subscription Agent. If you send the Rights Certificates and other items by mail, we recommend that you send them by registered mail, properly insured, with return receipt requested. There may be unexpected delays in mail processing times. If you intend on making your cash payment of the Subscription Price by uncertified check, you should ensure that the Subscription Agent receives the appropriate materials by July 14, 2026 (at least five business days prior to the Expiration Time).
You will have no right to rescind your subscription following the Subscription Agent’s receipt of your payment of the Subscription Price, except as described in the Prospectus Supplement. Rights not exercised at or prior to the Expiration Time will expire.
ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE RIGHTS OFFERING SHOULD BE DIRECTED TO SODALI & CO., THE INFORMATION AGENT, TOLL-FREE AT THE FOLLOWING TELEPHONE NUMBER: 1-(833) 225-0490 OR BY E-MAIL AT EOSE.info@investor.sodali.com.
Exhibit 99.3
EOS ENERGY ENTERPRISES, INC.
FORM OF NOTICE TO RIGHTSHOLDERS WHO ARE ACTING AS NOMINEES
Up to 27,367,171 Units Issuable Upon Exercise of Transferable Rights
This letter is being distributed to broker-dealers, trust companies, banks and other nominees in connection with the offering (the “Rights Offering”) by Eos Energy Enterprises, Inc. (the “Company”) of transferable rights to subscribe for units of the Company (“Units”), by holders of record of the Company’s common stock, par value $0.0001 per share (“Common Stock”) and warrants issued on April 14, 2023, May 17, 2023, December 19, 2023 and November 21, 2025 (“Participating Warrants”) as of 5:00 p.m., New York City time, on July 1, 2026 (the “Record Date” and such holders, the “Record Date Holders”).
Pursuant to the Rights Offering, the Company is issuing rights (the “Rights”) to subscribe for up to 27,367,171 Units, with each Unit consisting of one share of Common Stock and 0.4388 of a warrant to purchase one share of Common Stock at an exercise price of $5.481 per whole share (the “Warrants”). on the terms and subject to the conditions described in the Company’s prospectus supplement, dated July 2, 2026 (together with the accompanying prospectus, the “Prospectus”). The Rights may be exercised by holders thereof (the “Rights Holders”) at any time during the subscription period, which commences on November 26, 2025. The Rights Offering will expire at 5:00 p.m., New York City time, on July 21 2026, unless extended by the Company in its sole discretion (as it may be extended, the “Expiration Time”). The Rights are transferable and are expected to be listed for trading on The Nasdaq Capital Market under the symbol “EOSER” beginning on July 6, 2026 until the Expiration Time.
As described in the Prospectus, Record Date Holders will receive a Right for each share of Common Stock and each Participating Warrant held by such holder as of the Record Date. The total number of Rights to be issued to each Record Date Holder was rounded down to the nearest whole number and the subscription agent instructed, or instructed DTC to instruct, all brokers, dealers, trustees and depositaries for securities or any other agents who hold shares of Common Stock or Participating Warrants for the account of others to effect such rounding with respect to each beneficial holder. Each whole Right entitles a Rights Holder to purchase 0.071193 of a Unit, which is referred to as the “Basic Subscription Rights.” The subscription price per Unit is $5.481, which is equal to an approximate 10% discount to the closing price of the Company’s common stock on June 29, 2026.
If any Units available for purchase in the Rights Offering are not subscribed for by Rights Holders pursuant to the Basic Subscription Rights (the “Remaining Units”), a Rights Holder that has exercised fully its Rights pursuant to the Basic Subscription Rights may subscribe for any Remaining Units that are not otherwise subscribed for by Rights Holders, on the terms and subject to the conditions set forth in the Prospectus, including as to proration. We refer to this Over-subscription privilege as the “Over-subscription Privilege.”
The Rights are evidenced by a subscription certificate registered in your name or the name of your nominee. Each beneficial owner of Common Stock or Participating Warrant registered in your name or the name of your nominee on the Rights Distribution Record Date is entitled to one Right for every share of Common Stock or Participating Warrant held as of the Record Date.
We are asking persons who held shares of Common Stock or Participating Warrants beneficially, and who received the Rights distributable with respect to those securities through a broker-dealer, trust company, bank or other nominee, to contact the appropriate institution or nominee and request it to effect the transactions for them.
If you exercise the Over-subscription Privilege on behalf of beneficial owners of Rights, you will be required to certify to the Subscription Agent and the Company, in connection with the exercise of the Over-subscription Privilege, as to the number of shares of Common Stock and Participating Warrants held on behalf of each beneficial owner as of the Record Date, the aggregate number of Rights that have been exercised pursuant to the Basic Subscription Rights, whether the Rights exercised pursuant to the Basic Subscription Rights on behalf of each beneficial owner for which you are acting have been exercised in full and the number of Units being subscribed for pursuant to the Over-subscription Privilege by each beneficial owner of Rights on whose behalf you are acting.
If you exercise the Over-subscription Privilege on behalf of beneficial owners of Rights, you will be required to certify to the Subscription Agent and the Company, in connection with the exercise of the Over-subscription Privilege, as to the number of shares of Common Stock and Participating Warrants held on behalf of each beneficial owner as of the Record Date, the aggregate number of Rights that have been exercised pursuant to the Basic Subscription Rights, whether the exercised pursuant to the Basic Subscription Rights on behalf of each beneficial owner for which you are acting have been exercised in full and the number of Units being subscribed for pursuant to the Over-subscription Privilege by each beneficial owner of Rights on whose behalf you are acting.
Enclosed are copies of the following documents:
| 1. | Prospectus, dated July 2, 2026; and |
| 2. | A form of letter which may be sent to beneficial holders of the Rights. |
You will have no right to rescind a subscription after receipt of the payment of the Subscription Price, except as described in the Prospectus. Rights not exercised at or prior to the Expiration Time will expire.
Additional copies of the enclosed materials may be obtained from the Information Agent, Sodali & Co., toll-free at the following telephone number: (833) 225-0490 or by e-mail at EOSE.info@investor.sodali.com.
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL MAKE YOU OR ANY OTHER PERSON AN AGENT OF THE COMPANY, THE FINANCIAL ADVISOR, THE SUBSCRIPTION AGENT, THE INFORMATION AGENT OR ANY OTHER PERSON MAKING OR DEEMED TO BE MAKING OFFERS OF THE SECURITIES ISSUABLE UPON VALID EXERCISE OF THE RIGHTS, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE RIGHTS OFFERING, EXCEPT FOR STATEMENTS MADE IN THE PROSPECTUS.
Exhibit 99.4
EOS ENERGY ENTERPRISES, INC.
FORM OF NOTICE TO CLIENTS OF RIGHTS HOLDERS WHO ARE ACTING AS NOMINEES
Up to 27,367,171 Units Issuable Upon Exercise of Transferable Rights
Enclosed for your consideration is a prospectus supplement, dated July 2, 2026 (together with the accompanying prospectus, the “Prospectus Supplement”), relating to the offering (the “Rights Offering”) by Eos Energy Enterprises, Inc. (the “Company”) of transferable rights to subscribe for units of the Company (“Units”), by holders of record of the Company’s common stock, par value $0.0001 per share (“Common Stock”) and warrants issued on April 14, 2023, May 17, 2023, December 19, 2023 and November 21, 2025 (“Participating Warrants”) as of 5:00 p.m., New York City time, on July 1, 2026 (the “Record Date” and such holders, the “Record Date Holders”).
Pursuant to the Rights Offering, the Company has issued rights (the “Rights”) to subscribe for up to 27,367,171 Units, each Unit consisting of one share of Common Stock and 0.4388 of a warrant to purchase one share of Common Stock at an exercise price of $5.481 per whole share (the “Warrants”), on the terms and subject to the conditions described in the Prospectus Supplement. The Rights may be exercised by the holders thereof (the “Rights Holders”) at any time during the subscription period, which commences on July 2, 2026. The Rights Offering will expire at 5:00 p.m., New York City time, on July 21, 2026, unless extended by the Company in its sole discretion (as it may be extended, the “Expiration Time”). The Rights are transferable and are expected to be listed for trading on The Nasdaq Capital Market under the symbol “EOSER” beginning on July 6, 2026 until the Expiration Time.
As described in the Prospectus Supplement, Record Date Holders will receive a Right for each share of Common Stock and each Participating Warrant held by such holder as of the Record Date. The total number of Rights to be issued to each Record Date Holder was rounded down to the nearest whole number and the subscription agent instructed, or instructed DTC to instruct, all brokers, dealers, trustees and depositaries for securities or any other agents who hold shares of Common Stock or Participating Warrants for the account of others to effect such rounding with respect to each beneficial holder. Each whole Right entitles a Rights Holder to purchase 0.071193 of a Unit, which is referred to as the “Basic Subscription Rights.” The subscription price per share is $5.481, which is equal to an approximate 10% discount to the closing price of the Company’s common stock on June 29, 2026.
If any Units available for purchase in the Rights Offering are not subscribed for by Rights Holders pursuant to the Basic Subscription Rights (the “Remaining Units”), a Rights Holder that has exercised fully its Rights pursuant to the Basic Subscription Rights may subscribe for any Remaining Units that are not otherwise subscribed for by Rights Holders, on the terms and subject to the conditions set forth in the Prospectus Supplement, including as to proration.
The Rights will be evidenced by subscription certificates. Enclosed are copies of the following documents:
| 1. | Prospectus Supplement, dated July 2, 2026; and |
| 2. | Beneficial Owner Election Form. |
THE MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF RIGHTS CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. EXERCISES OF RIGHTS MAY ONLY BE MADE BY US AS THE RECORD OWNER AND PURSUANT TO YOUR INSTRUCTIONS.
Accordingly, we request instructions as to whether you wish us to elect to subscribe for any Units to which you are entitled pursuant to the terms and subject to the conditions set forth in the enclosed Prospectus Supplement. However, we urge you to read the Prospectus Supplement carefully before instructing us to exercise any Rights.
Your instructions to us should be forwarded as promptly as possible in order to permit us to exercise the Rights on your behalf in accordance with the provisions of the Rights Offering. The Rights Offering will expire at the Expiration Time. You will have no right to rescind your subscription after receipt of your payment of the Subscription Price, except as described in the Prospectus Supplement. Rights not exercised at or prior to the Expiration Time will expire.
If you wish to have us, on your behalf, exercise your Rights for any Units to which you are entitled, please so instruct us by completing, executing and returning to us the Beneficial Owner Election Form included with this letter.
ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE RIGHTS OFFERING SHOULD BE DIRECTED TO SODALI & CO., THE INFORMATION AGENT, TOLL-FREE AT THE FOLLOWING TELEPHONE NUMBER: 1-(833) 225-0490 OR BY E-MAIL AT EOSE.info@investor.sodali.com.
Exhibit 99.5
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS SUPPLEMENT DATED JULY 2, 2026 AND ACCOMPANYING PROSPECTUS ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS SUPPLEMENT AND ACCOMPANYING PROSPECTUS ARE AVAILABLE ON THE WEBSITE OF THE SECURITIES AND EXCHANGE COMMISSION AT HTTP://WWW.SEC.GOV OR UPON REQUEST FROM SODALI & CO., THE INFORMATION AGENT, BY CALLING (203) 658-9400 (FOR BANKS AND BROKERS) OR (833) 225-0490 (TOLL FREE) OR BY E-MAIL AT EOSE.info@investor.sodali.com.
EOS ENERGY ENTERPRISES, INC.
UNITS SUBSCRIBED FOR UPON EXERCISE OF RIGHTS
NOMINEE HOLDER CERTIFICATION
The undersigned, a custodian bank, broker, dealer, or other nominee holder of subscription rights (the “Rights”) to purchase units (the “Units”, and each, a “Unit”) of Eos Energy Enterprises, Inc., a Delaware corporation (the “Company”), with each whole Right entitling the holder to subscribe for and purchase 0.071193 of a Unit of the Company (the “Basic Subscription Rights”), with each Unit consisting of one share of common stock, par value $0.0001 per share (the “Common Stock”) of Eos Energy Enterprises, Inc. (the “Company”) and 0.4388 of a warrant to purchase one share of Common Stock at an exercise price of $5.481 per whole share (the “Warrants”), at a subscription price per full Unit equal to $5.481(the “Subscription Price”), pursuant to the rights offering described in the Company’s prospectus supplement dated July 2, 2026 (together with the accompanying prospectus, the “Prospectus Supplement”), hereby certifies to the Company and Broadridge Corporate Issuer Solutions, LLC, as Subscription Agent for the rights offering, that:
| 1. | the undersigned has exercised, on behalf of the beneficial owners thereof (which may include the undersigned), the number of Rights to purchase the number of Units specified below pursuant to the basic subscription right entitled by the Rights, and on behalf of beneficial owners of Rights who have subscribed for the purchase of additional Units pursuant to the over-subscription privilege, listing below a number of Units corresponding to such beneficial owners’ exercised Rights; and |
| 2. | to the extent a beneficial owner has elected to subscribe for Units pursuant to an over-subscription privilege, each such beneficial owner’s basic subscription right has been exercised in full: |
|
NUMBER OF RIGHTS HELD
|
NUMBER OF UNITS SUBSCRIBED FOR PURSUANT TO BASIC SUBSCRIPTION RIGHTS |
NUMBER OF UNITS SUBSCRIBED FOR PURSUANT TO OVER-SUBSCRIPTION PRIVILEGE | ||
| 1. | ||||
| 2. | ||||
| 3. | ||||
| 4. | ||||
| 5. |
Name of Custodian Bank, Broker, Dealer, or Other Nominee:
| By: | ||
| Authorized Signature | ||
| Name: | ||
| (Please print or type) | ||
| Title: | ||
| (Please print or type) |
Provide the following information if applicable:
| By: | ||
| Authorized Signature | ||
| Name: | ||
| (Please print or type) | ||
| Title: | ||
| (Please print or type) |
DTC Subscription Confirmation Number(s)
Exhibit 99.6
FORM OF BENEFICIAL OWNER ELECTION FORM
I (we) acknowledge receipt of your letter and the enclosed materials relating to the offering of rights (the “Rights”) to purchase units (the “Units”), of Eos Energy Enterprises, Inc. (the “Company”).
In Part I of this form, I (we) instruct you whether to exercise, sell or transfer the Rights distributed pursuant to the terms and subject to the conditions set forth in the prospectus supplement dated July 2, 2026 and the accompanying prospectus.
PART I
BOX 1. ☐ Please exercise Rights as set forth below:
|
Number of Rights |
Subscription Price | Payment | ||||||||
| Basic Subscription Rights: | x | $5.481 | = | $_____ (Line 1) | ||||||
| Over-subscription Privilege: | x | $5.481 | = | $_____ (Line 2) | ||||||
By exercising the over-subscription privilege (the “Over-subscription Privilege”) with respect to my (our) Rights, I (we) hereby represent and certify that I (we) have fully exercised my (our) basic subscription rights (the “Basic Subscription Rights”) received in respect of Units held in the below described capacity.
Total Payment Required = $
(Sum of Lines 1 and 2 must equal total of amounts in Boxes 3 and 4)
BOX 2. ☐ Please do not exercise Rights.
BOX 3. ☐ Payment in the following amount is enclosed:
BOX 4. ☐ Please deduct payment from the following account maintained by you as follows:
|
Type of Account | Account No. | ||
|
Amount to be deducted: $ |
|||
| Date: , 2026 | Signature(s): | ||
| Signature(s): | |||
| (If held jointly) |
BOX 5. ☐ Please sell of my Rights.
BOX 6. ☐ Please have Broadridge Corporate Issuer Solutions, LLC effect my specific instructions that I have attached hereto and for which I have had an Eligible Institution with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 guarantee my signature.
| Signature(s): | |||
| Signature(s): | |||
| (If held jointly) |
Please type or print name(s) below:
__________________________________
Signature(s) Guaranteed by:
__________________________________
Eligible Institution
IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.
Exhibit 99.7
 |
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Eos Energy Announces Commencement of Rights Offering
EDISON, NJ, July 2, 2026 — Eos Energy Enterprises, Inc. (NASDAQ: EOSE) ("Eos" or the “Company”), America’s leading innovator in designing, manufacturing, and providing zinc-based long duration energy storage (LDES) systems sourced and manufactured in the United States, today announced that it has commenced its previously announced offering of subscription rights (the “Rights”) to holders of its common stock and holders of its warrants to purchase common stock issued on April 14, 2023, May 17, 2023, December 19, 2023 and November 21, 2025 (collectively, “Eligible Holders”) as of July 1, 2026 (the “Record Date”).
Pursuant to the rights offering, the Company will distribute Rights to acquire an aggregate of 27,367,171 units (the “Units”) on July 2, 2026 (the “Distribution Date”) at a price per Unit of $5.481 to the Eligible Holders as of the Record Date. Each Unit consists of one share of the Company’s common stock and 0.4388 of a warrant to purchase one share of the Company’s common stock at an exercise price of $5.481 per whole share. Further details on the terms and conditions of the warrants are described in the offering documents. The rights offering includes an over-subscription privilege to permit each Eligible Holder that exercises its basic subscription rights in full to purchase additional Units up to the number of Units underlying its basic subscription right (or 200% combined) that remain unsubscribed on the expiration date for the offering (if any), subject to the availability and allocation of Units among persons exercising this over-subscription privilege and certain other limitations as described in the offering documents.
The Company intends to use the net proceeds of the Rights Offering, if any, to fund its previously announced investment in Frontier Power USA Parent, LLC (“Frontier”).
The pricing of the rights offering is summarized below:
| · | 1 share or participating warrant held on the Record Date = 1 Right |
| · | 1 Right = .071193 of a Unit exercisable at a price of $5.481 per whole Unit (or otherwise stated, each Eligible Holder will receive a Right to acquire 1 Unit exercisable at a price of $5.481 for every approximately 14.0463 Eos shares or participating warrants held as of the July 1, 2026 record date) |
| · | 1 Unit = 1 share of common stock + 0.4388 of a warrant, each whole warrant exercisable for 1 share of common stock at an exercise price of $5.481 per share |
The Company has applied to have the Rights admitted to trading on the Nasdaq Capital Market, where it expects them to begin trading under the symbol “EOSER” on July 6, 2026. The Company has also applied to have the Warrants admitted to trading on the Nasdaq Capital Market under the symbol “EOSEW”. However, no assurance can be given that such listing application will be approved. The rights offering will expire at 5:00 p.m., New York City time, on July 21, 2026. Further details on the terms of the rights offering and the procedures pursuant to which Eligible Holders can exercise their rights and the transferability of such rights, are described in the offering documents.
With respect to the rights distribution, Broadridge is expected to complete the issuance on the Distribution Date. Shareholders who hold their shares through a bank or brokerage account should see the rights credited to their accounts after their financial institution completes its internal processing and distribution procedures. The timing of receipt may vary among each bank and brokerage firm.
See Eos Rights Offering for shareholder resources regarding the rights offering. The Company expects to host a virtual investor presentation through NetRoadshow during the week of July 6, 2026. Additional details will be provided when available.
The Company is conducting the rights offering pursuant to an effective shelf registration statement, including a base prospectus, under the Securities Act. The rights offering is being made only by means of a separate prospectus supplement (and the accompanying base prospectus), which contains the detailed terms of the rights offering and has been filed with the SEC on July 2, 2026. Copies of the prospectus supplement and accompanying prospectus relating to the rights offering may be obtained for free by visiting the Securities and Exchange Commission’s website at www.sec.gov. Questions about the rights offering and requests for copies of the prospectus relating to the rights offering may be directed to Sodali & Co., the Company’s information agent for the rights offering, at the address and phone number provided at the end of this release. The completion of the rights offering remains subject to the satisfaction of certain conditions, and the Company reserves the right to amend or terminate the rights offering at any time prior to the expiration date of the rights offering.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of 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.
| Eos. Positively ingenious. | Please consider the environment before printing. |
About Eos Energy Enterprises
Eos is accelerating the shift to American energy independence with positively ingenious solutions that transform how the world stores power. The Company’s BESS features the innovative Znyth™ technology, a proven chemistry with readily available non-precious earth components, that is the pre-eminent safe, non-flammable, secure, stable, and scalable alternative to conventional technology. The Company’s BESS is ideal for utility-scale, microgrid, commercial, and industrial long-duration energy storage applications (i.e., 4 to 16+ hours), and provides customers with significant operational flexibility to effectively address current and future increased grid demand and complexity.
Contacts
Eos Energy Enterprises, Inc.
Investors: ir@eose.com
Media: media@eose.com
Information Agent
Sodali & Co.
(203) 658-9400 (For Banks and Brokers)
(833) 225-0490 (Toll Free)
EOSE.info@investor.sodali.com
Forward Looking Statements and Important Information
Except for the historical information contained herein, the matters set forth in this press release are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding the Rights Distribution, the rights offering, and our contemplated investment in Frontier Power USA. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are based on our management’s beliefs, as well as assumptions made by, and information currently available to, them. Because such statements are based on expectations as to future results and are not statements of fact, actual results may differ materially from those projected.
Factors which may cause actual results to differ materially from current expectations include, but are not limited to: changes adversely affecting the business in which we are engaged; our ability to forecast trends accurately; our ability to generate cash, service indebtedness and incur additional indebtedness; our ability to raise financing in the future; our ability to obtain stockholder approval of an increase to our authorized common stock; our ability to complete a rights offering to raise funds for purposes of capitalizing Frontier Power USA, including satisfying applicable conditions to the rights offering; risks associated with the joint venture, including the risk that the joint venture will not be completed on the anticipated terms if at all; risks associated with the credit agreement with Cerberus, including risks of default, and dilution of outstanding common stock; our customers’ ability to secure project financing; the amount of final tax credits available to our customers or to Eos pursuant to the Inflation Reduction Act, including potential impacts from any repeal or modifications of the legislation; the timing and availability of future funding under the Department of Energy Loan Facility; our ability to continue to develop efficient manufacturing processes to scale and to forecast related costs and efficiencies accurately; fluctuations in our revenue and operating results; competition from existing or new competitors; our ability to convert firm order backlog and pipeline to revenue; risks associated with security breaches in our information technology systems; risks related to legal proceedings or claims; risks associated with evolving energy policies in the United States and other countries and the potential costs of regulatory compliance; risks associated with changes to the U.S. trade environment; our ability to maintain the listing of our shares of common stock on NASDAQ; our ability to grow our business and manage growth profitably, maintain relationships with customers and suppliers and retain our management and key employees; risks related to adverse changes in general economic conditions, including inflationary pressures and increased interest rates; risk from supply chain disruptions and other impacts of geopolitical conflict; changes in applicable laws or regulations; the possibility that Eos may be adversely affected by other economic, business, and/or competitive factors; other factors beyond our control; risks related to adverse changes in general economic conditions; and other risks and uncertainties indicated.
The forward-looking statements contained in this press release are also subject to additional risks, uncertainties, and factors, including those more fully described in the Company’s most recent filings with the Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Further information on potential risks that could affect actual results will be included in the subsequent periodic and current reports and other filings that the Company makes with the Securities and Exchange Commission from time to time. Moreover, the Company operates in a very competitive and rapidly changing environment, and new risks and uncertainties may emerge that could have an impact on the forward-looking statements contained in this press release.
Forward-looking statements speak only as of the date they are made. Should one or more of these risks or uncertainties materialize or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company 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.