--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-021027" form_type: "8-K" ticker: "EOSE" cik: "0001805077" company_name: "Eos Energy Enterprises, Inc." filed_at: "2023-03-17T23:59:59+00:00" generated_at: "2026-06-17T23:41:29.527532+00:00" event_type: "debt" sentiment: "neutral" materiality_score: 0.65 calibrated_materiality_score: 0.65 confidence: "high" source: SEC EDGAR --- # Eos Energy issues $15M convertible note to Yorkville; amends equity purchase cap ## Summary - $15M convertible promissory note issued to Yorkville with 2% OID and 5% interest (15% default). - Conversion price is lower of $1.9368 or 92.5% of 7-day VWAP, subject to $0.35 floor. - Amendment No. 4 waives exchange cap for sales at or above $1.88/share or with shareholder approval. - Net proceeds used for working capital and general corporate purposes. - Note matures August 17, 2023; Yorkville can offset outstanding by forcing share advances. ## SEC filing metadata - accession: 0001213900-23-021027 - form_type: 8-K - ticker: EOSE - cik: 0001805077 - company_name: Eos Energy Enterprises, Inc. - filed_at: 2023-03-17T23:59:59+00:00 - event_type: debt - sentiment: neutral - materiality_score: 0.65 - calibrated_materiality_score: 0.65 - confidence: high - sec_items: 1.01, 2.03, 3.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1805077/000121390023021027/0001213900-23-021027-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1805077/000121390023021027/ea175401-8k_eosenergy.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-021027 - JSON: https://secwatch.observer/filing/0001213900-23-021027.json - Plain text: https://secwatch.observer/filing/0001213900-23-021027.txt ## Key facts - Debt Financings Eos Energy Enterprises, Inc. incurred convertible notes of $15.0 million with YA II PN, LTD (“Yorkville”) at 5.0% per year maturing August 17, 2023. - Instrument: convertible notes - Principal: $15.0 million - Counterparty: YA II PN, LTD (“Yorkville”) - Rate: 5.0% per year - Maturity: August 17, 2023 - Event: incurrence source text: On March 17, 2023, the Company issued and sold a convertible promissory note with an aggregate principal amount of $15.0 million (the “Promissory Note”) in a private placement to Yorkville under a supplemental agreement dated as of March 17, 2023 (the “Third Supplemental Agreement”) to the SEPA between the Company and Yorkville. evidence_url: https://www.sec.gov/Archives/edgar/data/1805077/000121390023021027/0001213900-23-021027-index.htm - Material Agreements Eos Energy Enterprises, Inc. amended Standby Equity Purchase Agreement with YA II PN, LTD valued at Amendment No. 4 to clarify that the Exchange Cap does not apply if stockholders have approved issuan (effective 2023-03-17). - Action: amendment - Agreement: equity purchase - Counterparty: YA II PN, LTD - Value: Amendment No. 4 to clarify that the Exchange Cap does not apply if stockholders have approved issuan - Effective: 2023-03-17 source text: On March 17, 2023, Eos Energy Enterprises, Inc. (the “Company”) and YA II PN, LTD (“Yorkville”) entered into Amendment No 4. (“Amendment No. 4”) to the Standby Equity Purchase Agreement dated as of April 28, 2022 (as amended, the “SEPA”), to clarify that the Exchange Cap (as defined in the SEPA) does not apply (a) if the Company’s stockholders have approved issuances in excess of the Exchange Cap, or (b) to sales of shares of common stock under the SEPA at a price that equals or exceeds $1.88 per share (which represents the lower of (x) the Nasdaq Official Closing Price on the Trading Day (each as defined in the SEPA) immediately preceding March 17, 2023, the date of issuance of the Promissory Note (as defined below); and (y) the average Nasdaq Official Closing Price for the five Trading Days immediately preceding March 17, 2023; provided that, in the case of clause (b), the average price of all applicable sales of shares of common stock under the SEPA after December 29, 2022 equals or evidence_url: https://www.sec.gov/Archives/edgar/data/1805077/000121390023021027/0001213900-23-021027-index.htm - Material Agreements Eos Energy Enterprises, Inc. entered into Third Supplemental Agreement and Convertible Promissory Note with YA II PN, LTD valued at Issuance of $15.0 million convertible promissory note with 2% OID, 5% interest rate, conversion pric (effective 2023-03-17). - Action: entry - Agreement: notes offering - Counterparty: YA II PN, LTD - Value: Issuance of $15.0 million convertible promissory note with 2% OID, 5% interest rate, conversion pric - Effective: 2023-03-17 source text: Supplemental Agreement to the SEPA and Promissory Note Issuance On March 17, 2023, the Company issued and sold a convertible promissory note with an aggregate principal amount of $15.0 million (the “Promissory Note”) in a private placement to Yorkville under a supplemental agreement dated as of March 17, 2023 (the “Third 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 August 17, 2023 (the “Maturity Date”) and was issued with a 2% original issue discount. Interest shall accrue on the outstanding princ evidence_url: https://www.sec.gov/Archives/edgar/data/1805077/000121390023021027/0001213900-23-021027-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.