EOS Energy Enterprises (NASDAQ: EOSE) sells shares with 10-year warrants

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

EOS Energy Enterprises closed a previously announced registered direct offering with Hudson Bay Master Fund Ltd., issuing 13,683,634 shares of common stock and 6,004,378 accompanying warrants.

Each share was sold together with 0.4388 of a warrant at an aggregate offering price of $5.481, and each warrant allows the holder to buy one share at $5.481 per share. The warrants may be exercised for cash or on a cashless basis, carry customary anti-dilution adjustments, and will expire on the tenth anniversary of issuance. The securities and the shares underlying the warrants were offered under an effective Form S‑3 shelf registration, supported by a June 30, 2026 preliminary and final prospectus supplement.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares issued: 13,683,634 shares Warrants issued: 6,004,378 warrants Exercise price: $5.481 per share +3 more

6 metrics

Shares issued 13,683,634 shares Common stock issued in registered direct offering

Warrants issued 6,004,378 warrants Warrants accompanying the offered shares

Exercise price $5.481 per share Warrant exercise price for each underlying share

Share–warrant ratio 0.4388 warrant per share Each share sold with 0.4388 of a warrant

Aggregate price per unit $5.481 Aggregate offering price per share plus attached warrant fraction

Warrant term 10 years Warrants expire on the tenth anniversary of issuance

Key Terms

registered direct offering, Warrant Agreement, anti-dilution adjustments, fundamental transaction, +1 more

5 terms

registered direct offering financial

"in its previously announced registered direct offering (the “Offering”)"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

Warrant Agreement financial

"the Company entered into a warrant agreement (the “Warrant Agreement”) dated June 30, 2026"

A warrant agreement is the legal document that lays out the rules for stock warrants — special certificates that let their holder buy company shares at a set price within a certain time. It explains how and when warrants can be exercised, transferred, changed, or canceled, and what happens to them if the company raises money or is sold; investors care because these terms affect potential future ownership, dilution of shares, and the real value of the warrants.

anti-dilution adjustments financial

"The Warrants contain customary anti-dilution adjustments upon the occurrence of any dividend"

Anti-dilution adjustments are changes made to the ownership stakes or value of an investment to protect investors from having their shares become less valuable if the company issues new shares at a lower price. Imagine buying a piece of a pie, and then the pie is cut into more slices without increasing in size—these adjustments help ensure your slice still retains its worth. They matter to investors because they help preserve the value of their investment when the company’s share price drops.

fundamental transaction financial

"Upon the occurrence of any fundamental transaction, the Warrants will become exercisable for the same securities"

cashless basis financial

"The Warrants may be exercised for cash or on a cashless basis"

An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.

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Understanding 8-K Material Events →

Available on EDGAR 07/01/2026 - 05:20 PM Accepted by SEC EDGAR 07/01/2026 - 05:19 PM

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): June 30, 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)		(I.R.S. Employer Identification No.)

3920 Park Avenue

Edison, NJ 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 (see General Instruction A.2. below):

☐	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.

Securities Purchase Agreement

On July 1, 2026, the Company issued 13,683,634 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and 6,004,378 warrants (the “Warrants” and, together with the Shares, the “Securities”), each warrant to purchase one share of common stock at an exercise price of $5.481 per share, in its previously announced registered direct offering (the “Offering”) pursuant to that certain securities purchase agreement, by and between the Company and Hudson Bay Master Fund Ltd., an affiliate of Hudson Bay Capital Management LP (the “Purchaser” and, such agreement, the “Purchase Agreement”). Each Share was offered and sold together with 0.4388 of an accompanying Warrant at an aggregate offering price of $5.481. The Warrants are governed by the Warrant Agreement (as defined below).

The offering of the Securities and the shares of Common Stock underlying the Warrants (the “Warrant Shares”) was made pursuant to the Company’s registration statement on Form S-3 (File No. 333-295819) (the “Registration Statement”), as supplemented by a preliminary prospectus supplement, dated June 30, 2026, and a final prospectus supplement, dated June 30, 2026, each filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act.

In connection with the Offering, the legal opinion as to the legality of the Securities issued in the Offering and the Warrant Shares is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference.

Warrant Agreement

In connection with the Offering, the Company entered into a warrant agreement (the “Warrant Agreement”) dated June 30, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which governs the terms of the Warrants. The Warrants will expire on the tenth (10th) anniversary of date of issuance. Upon issuance, the Warrants will entitle the Purchaser to purchase up to an aggregate of 6,004,378 Warrant Shares at an exercise price of $5.481 per share, subject to certain adjustments as described below.

The Warrants may be exercised for cash or on a cashless basis. The Warrants may be exercised upon surrender of the Warrants, together with a notice of exercise, to the Company. Promptly after the Purchaser exercises the Warrants and, if applicable, the Company receives payment for the Warrant Shares issuable upon such exercise, the Company will deliver or cause to be delivered to the Purchaser certificates for the shares acquired and, if the Warrants have not been fully exercised and have not expired, new warrants of like tenor representing warrants to purchase the Warrant Shares not yet acquired. If, upon exercise of the Warrants, the Purchaser would be entitled to receive a fractional interest in a share of Common Stock, the Company shall round down to the nearest whole number, the number of shares of Common Stock to be issued to the Purchaser.

The Purchaser will not have the rights or privileges of holders of Common Stock of the Company and any voting rights until it exercises the Warrants and receives Warrant Shares. After the issuance of Warrant Shares upon exercise of the Warrants, in whole or in part, the Purchaser will be entitled to one (1) vote for each share of Common Stock held of record on all matters to be voted on by stockholders.

The Warrants contain customary anti-dilution adjustments upon the occurrence of any dividend on shares of Common Stock payable in Common Stock, or any subdivision or combination with respect to the Common Stock. Upon the occurrence of any fundamental transaction, the Warrants will become exercisable for the same securities, cash, and property as would be payable for the shares issuable upon exercise of the unexercised portion of the Warrants as if such shares were outstanding on the record date for the acquisition and subsequent closing, and the exercise price shall be adjusted accordingly.

This description of the Warrant Agreement and the Warrant does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Warrant Agreement and the Form of Warrant, which is attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Warrant Agreement, dated June 30, 2026.
4.2		Form of Warrant Certificate (included as Exhibit A to Exhibit 4.1 hereto).
5.1		Opinion of Davis Polk & Wardwell LLP.
23.1		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

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.

Dated: July 1, 2026	EOS ENERGY ENTERPRISES, INC.

	By:	/s/ Alessandro Lagi
	Name:	Alessandro Lagi
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did EOS Energy Enterprises (EOSE) announce in this 8-K filing?

EOS Energy Enterprises reported closing a registered direct offering with Hudson Bay Master Fund Ltd., issuing common shares and warrants. The transaction provides equity securities to the investor under an existing Form S-3 shelf registration using a June 30, 2026 prospectus supplement.

How many EOS Energy Enterprises (EOSE) shares and warrants were issued?

The company issued 13,683,634 shares of common stock and 6,004,378 warrants. Each warrant is exercisable for one share, creating potential additional common stock if the investor later exercises these warrants under the stated terms.

What is the exercise price of the new EOS Energy Enterprises (EOSE) warrants?

Each warrant has an exercise price of $5.481 per share of common stock. The warrants can be exercised for cash or on a cashless basis, giving the holder flexibility in how they convert warrants into common shares.

How were the EOS Energy Enterprises (EOSE) shares and warrants packaged in the offering?

Each common share was sold together with 0.4388 of an accompanying warrant at an aggregate offering price of $5.481. This structure ties partial warrant coverage to each share sold in the registered direct offering to Hudson Bay Master Fund Ltd.

When do the new EOS Energy Enterprises (EOSE) warrants expire?

The warrants issued to Hudson Bay Master Fund Ltd. will expire on the tenth anniversary of their issuance date. Until expiration, the holder may exercise them subject to the agreement’s terms and any anti-dilution or fundamental transaction adjustments.

Under what registration did EOS Energy Enterprises (EOSE) offer these securities?

The securities and the shares underlying the warrants were offered under EOS Energy Enterprises’ Form S-3 registration statement (File No. 333-295819). A preliminary and final prospectus supplement dated June 30, 2026 supported this registered direct offering structure.

Filing Exhibits & Attachments

5 documents