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
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| * | ||||
| * | ||||
| * |
| * | The registrant’s common stock and warrants began trading exclusively on the over-the-counter market since November 8, 2023 under the symbols “HLGN” and “HLGNW”, respectively. |
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
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Item 8.01 Other Events
On February 15, 2024, Heliogen, Inc. (the “Company”) executed and granted a limited waiver (the “Limited Waiver”) under the Rights Agreement, dated as of April 16, 2023 (the “Rights Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, in response to a request from Nant Capital, LLC, Dr. Patrick Soon-Shiong and their applicable affiliates (collectively, “Nant”) to permit Nant to acquire shares of the Company’s common stock from another stockholder of the Company in a privately negotiated transaction between Nant and such stockholder (the “Nant Acquisition”) without triggering the rights issued under the Rights Agreement. Under the Limited Waiver, Nant are permitted to increase their ownership of the Company from approximately 17.0% of the Company’s outstanding shares of common stock to approximately 24.5% of the Company’s outstanding shares of common stock pursuant to the Nant Acquisition without Nant becoming an “Acquiring Person” under the Rights Agreement or otherwise triggering the rights issued under the Rights Agreement so long as Nant remains, but for its ownership of over 20% of the outstanding shares of the Company’s common stock, a Passive Institutional Investor under the Rights Agreement (after giving effect to the Limited Waiver). The Nant Acquisition closed concurrently with the Company’s grant of the Limited Waiver. Other than the Limited Waiver, the Rights Agreement remains in full force and in effect in accordance with its terms.
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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 thereunto duly authorized.
| Heliogen, Inc. | ||
| Dated: February 15, 2024 | By: | /s/ Christiana Obiaya |
| Christiana Obiaya | ||
| Chief Executive Officer |
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