--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-22-083603" form_type: "8-K" ticker: "EOSE" cik: "0001805077" company_name: "Eos Energy Enterprises, Inc." filed_at: "2022-12-29T23:59:59+00:00" generated_at: "2026-06-20T22:00:30.346697+00:00" event_type: "debt" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # Eos Energy cuts SEPA commitment to $75M, issues $2M convertible note to Yorkville ## Summary - Reduced SEPA commitment from $125M to $75M; reinstated Exchange Cap at 19.99% of outstanding shares. - Issued $2M convertible promissory note with 2% OID, 5% interest (15% on default), 6-month maturity (June 29, 2023). - Conversion price: lower of $1.1779 and 96.5% of 7-day VWAP; floor price $0.35. - Proceeds for working capital and general corporate purposes. - Shares issuable upon conversion are unregistered, relying on Section 4(a)(2) exemption. ## SEC filing metadata - accession: 0001213900-22-083603 - form_type: 8-K - ticker: EOSE - cik: 0001805077 - company_name: Eos Energy Enterprises, Inc. - filed_at: 2022-12-29T23:59:59+00:00 - event_type: debt - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 1.01, 2.03, 3.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1805077/000121390022083603/0001213900-22-083603-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1805077/000121390022083603/ea170974-8k_eosenergy.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-22-083603 - JSON: https://secwatch.observer/filing/0001213900-22-083603.json - Plain text: https://secwatch.observer/filing/0001213900-22-083603.txt ## Key facts - Debt Financings Eos Energy Enterprises, Inc. incurred convertible notes of $2.0 million with YA II PN, LTD at annual rate equal to 5.0% maturing June 29, 2023. - Instrument: convertible notes - Principal: $2.0 million - Counterparty: YA II PN, LTD - Rate: annual rate equal to 5.0% - Maturity: June 29, 2023 - Event: incurrence source text: On December 29, 2022, the Company issued and sold a convertible promissory note with an aggregate principal amount of $2.0 million (the “Promissory Note”) in a private placement to Yorkville under a supplemental agreement dated as of December 29, 2022 (the “Second Supplemental Agreement”) to the SEPA between the Company and Yorkville. The Company agreed to use the proceeds from the sale of the Promissory Note for working capital and other general corporate purposes or, if different, in a manner consistent with the application thereof described in the Company’s prospectus relating to the SEPA filed with the Securities and Exchange Commission on April 28, 2022 and included as a part of the Company’s Registration Statement on Form S-3 (File No. 333-263298). The Promissory Note has a maturity date of June 29, 2023 (the “Maturity Date”) and was issued with a 2% original issue discount. Interest shall accrue on the outstanding principal balance of the Promissory Note, beginning on the 29th d evidence_url: https://www.sec.gov/Archives/edgar/data/1805077/000121390022083603/0001213900-22-083603-index.htm - Material Agreements Eos Energy Enterprises, Inc. amended Amendment No. 3 with YA II PN, LTD (effective 2022-12-29). - Action: amendment - Agreement: equity purchase - Counterparty: YA II PN, LTD - Effective: 2022-12-29 source text: On December 29, 2022, Eos Energy Enterprises, Inc. (the “Company”) and YA II PN, LTD (“Yorkville”) entered into Amendment No 3. (“Amendment No. 3”) to the Standby Equity Purchase Agreement dated as of April 28, 2022 (as amended, the “SEPA”), to (i) decrease the commitment amount under the SEPA from $125,000,000 to $75,000,000; and (ii) reinstitute the Exchange Cap (as defined in the SEPA), which amounts to 19.99% of the outstanding shares of common stock immediately prior to entering into Amendment No. 3 and applies to all subsequent issuances of common stock under the SEPA, together with any issuances of convertible promissory notes issued by the Company to Yorkville as a pre-advance loan pursuant to Section 2.05 of the SEPA. evidence_url: https://www.sec.gov/Archives/edgar/data/1805077/000121390022083603/0001213900-22-083603-index.htm - Material Agreements Eos Energy Enterprises, Inc. entered into Promissory Note with YA II PN, LTD valued at $2.0 million (effective 2022-12-29). - Action: entry - Agreement: notes offering - Counterparty: YA II PN, LTD - Value: $2.0 million - Effective: 2022-12-29 source text: On December 29, 2022, the Company issued and sold a convertible promissory note with an aggregate principal amount of $2.0 million (the “Promissory Note”) in a private placement to Yorkville under a supplemental agreement dated as of December 29, 2022 (the “Second Supplemental Agreement”) to the SEPA between the Company and Yorkville. evidence_url: https://www.sec.gov/Archives/edgar/data/1805077/000121390022083603/0001213900-22-083603-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.