Zeo Energy Corp. (ZEO) has filed a universal shelf registration statement allowing it to offer and sell, from time to time, up to $150,000,000 of securities, including Class A common stock, preferred stock, purchase contracts, warrants, subscription rights, depositary shares, debt securities and units.
The filing also includes a selling stockholder prospectus covering the resale of previously registered shares plus up to 3,340,000 additional Class A shares issuable upon conversion of a $1,670,000 convertible promissory note issued to White Lion Capital, LLC. Zeo has separately registered up to 10,713,607 shares under a $30 million equity line and 46,617,006 Class A shares for resale by other holders.
Authorized capital consists of 300,000,000 Class A Common Stock, 100,000,000 Class V Common Stock and 10,000,000 preferred shares. ZEO’s Class A stock and public warrants trade on Nasdaq under “ZEO” and “ZEOWW,” with closing prices on August 20, 2026 of $0.4465 per share and $0.0187 per warrant.
Zeo Energy Corp. (symbol ZEO) reports an amendment to its existing Common Stock Purchase Agreement with an investor that provides the right, but not the obligation, to sell up to $30.0 million in newly issued Class A common stock over time. The amendment changes how the minimum purchase price per share is set for sales made under an Accelerated Purchase Notice.
Under the revised terms, the minimum purchase price per share in an accelerated purchase cannot be lower than a floor price that Zeo Energy may determine in its sole discretion, and cannot be lower than the price specified in the applicable Accelerated Purchase Notice. Previously, Zeo Energy did not have discretion to set such a floor price.
Zeo Energy Corp. reported continued growth but remained unprofitable for the six months ended June 30, 2026. Total net revenues were $29.4 million, up from $26.9 million a year earlier, driven by solar system installations. Net loss narrowed to $7.4 million versus $16.0 million, and loss attributable to Class A common stockholders improved to $5.8 million from $8.8 million. Basic loss per share was $(0.17) compared with $(0.44).
Cash and cash equivalents declined to $2.5 million from $6.1 million, with $1.3 million used in operating activities and $3.6 million used in investing, including expansion of a $6.2 million related-party note receivable. Working capital was $7.1 million and stockholders’ equity was $9.3 million. Management outlines plans to increase sales capacity and efficiency and to access capital through a $30.0 million equity line with White Lion and a new $7.5 million convertible note program, of which $1.5 million has been funded, creating a $699,100 embedded derivative liability. Results are reported across Sunergy’s residential solar operations and the newer Heliogen segment, with Sunergy currently generating all revenues.
Zeo Energy Corp. held its 2026 annual meeting of stockholders on August 7, 2026. A quorum of 32,739,596 shares of common stock, representing approximately 56.2% of the 58,279,972 eligible voting shares as of June 30, 2026, was present in person or by proxy.
Stockholders elected five directors—Timothy Bridgewater, Dr. Abigail M. Allen, James P. Bensen, Neil Bush, and Mark M. Jacobs—with each receiving more votes “for” than “withheld.” Stockholders also approved additional proposals described in the company’s July 6, 2026 proxy statement, each receiving substantially more votes in favor than against.
Zeo Energy Corp. is holding a virtual annual meeting on August 7, 2026 to elect five incumbent directors, ratify its auditor, and approve key financing terms. Stockholders are asked to re-elect Timothy Bridgewater, Dr. Abigail M. Allen, James P. Benson, Neil Bush and Mark M. Jacobs to the board through the 2027 meeting.
The proxy also seeks approval under Nasdaq Listing Rule 5635(d) for potential future issuances of Class A common stock upon conversion of unsecured promissory notes issued to White Lion Capital LLC. The Note Purchase Agreement allows up to $7,500,000 in funded Convertible Notes, bearing 5% annual interest and convertible at a price tied to recent trading levels with a $0.50 floor, subject to ownership limits and a 19.99% Nasdaq conversion cap unless stockholders approve more.
Stockholders will vote on ratifying Tanner LLC as independent auditor for 2026 and on permitting adjournment of the meeting if additional proxies are needed. As of June 30, 2026, 35,399,972 Class A and 22,880,000 Class V shares were outstanding and entitled to vote, with one vote per share voting together as a single class.
Zeo Energy Corp. is soliciting proxies for its virtual Annual Meeting on to elect five directors and to seek stockholder approval under Nasdaq Listing Rule 5635(d) for potential future issuances of Class A Common Stock in connection with a Note Purchase Agreement with White Lion Capital LLC.
The proxy describes a Note Purchase Agreement dated under which Zeo issued a Convertible Note at the First Closing and may issue up to $7,500,000 in aggregate principal; the First Closing issued a Convertible Note with principal of $1,670,000 for gross proceeds of $1,500,000. The proposal would permit conversion of notes into Class A shares subject to a Conversion Cap of 19.99% and ownership limitations of 4.99% (or 9.99% at White Lion’s election).
Zeo Energy Corp. entered into a Note Purchase Agreement with White Lion Capital, under which White Lion may fund up to $7,500,000 in unsecured Convertible Notes. At the first closing, Zeo issued a Convertible Note with $1,670,000 principal for $1,500,000 in gross proceeds.
The notes mature in 24 months, bear 5% annual interest and are convertible into Class A Common Stock at a price based on recent trading prices, with a $0.50 per share floor price that can fall away under certain conditions. Conversions are also limited by Nasdaq’s 19.99% cap and a 4.99% or 9.99% beneficial ownership limit.
The company can prepay the notes with prior notice, while an event of default increases the outstanding principal by 20% and makes all amounts immediately due. Zeo also granted registration rights for the resale of conversion shares and agreed to certain most favored nation and financing restrictions in favor of White Lion.
Zeo Energy Corp. reported sharply higher activity but continued losses for the quarter ended March 31, 2026. Net revenues rose to $13.2 million from $8.8 million, driven by more residential solar installations, while cost of revenues grew to $7.6 million, modestly compressing gross margin.
Net loss narrowed to $4.7 million from $13.3 million, and Adjusted EBITDA improved to a loss of $2.9 million versus $5.5 million. Cash and cash equivalents fell to $1.7 million, with positive working capital of $7.9 million and stockholders’ equity of $13.7 million.
To support liquidity, Zeo is using a common stock purchase agreement with White Lion Capital allowing up to $30.0 million of Class A share sales, subject to a 4.99% ownership cap, and sold 241,000 shares for net proceeds of $13,455 in the quarter. The company also expanded a subordinated note receivable to White Horse Energy to $6.15 million. After quarter end, Zeo received a Nasdaq notice that its share price fell below the $1.00 minimum bid requirement, triggering a 180‑day compliance period.
Zeo Energy Corp. has received a notice from Nasdaq that its Class A common stock no longer meets the exchange’s minimum bid price requirement of $1 per share, after trading below that level for 30 consecutive business days.
The company has a 180‑day compliance period, until October 20, 2026, to regain compliance by maintaining a closing bid of at least $1 for 10 consecutive business days. If it still falls short but meets other Nasdaq Capital Market standards, it may qualify for an additional 180‑day period.
If compliance is not regained, Zeo Energy’s shares could be delisted from Nasdaq, although the company would have the right to appeal any delisting decision. The notice does not immediately affect the stock’s current Nasdaq listing, and the company plans to monitor its share price and consider available options.
Zeo Energy Corp. shared an investor presentation outlining its residential solar and commercial long duration energy storage strategy, along with recent financial performance. The company operates in key residential markets such as Ohio, Pennsylvania and Virginia, emphasizing a vertically integrated sales, installation and service platform.
Management highlights strong demand driven by rising electricity prices, U.S. solar penetration of about 8%, and tax credits lasting into 2027 and 2032. Zeo is targeting more than 20% year-over-year revenue growth in 2026 and high single-digit Adjusted EBITDA margins in its residential unit.
The presentation also details a commercial push following the Heliogen acquisition, including a memorandum of understanding with Creekstone Energy to develop approximately 280 megawatts of baseload generation and storage tied to a large data center project in Utah. For 2025, Zeo reports $69 million in revenue, a net loss of $19 million, positive Adjusted EBITDA and low leverage with $6.1 million of cash and about $79,000 of debt.