Heliogen adopts limited-duration poison pill with 12.5% trigger against Continuum Renewables

Heliogen, Inc.

Board declared dividend of one right per share as of April 28, 2023; plan effective immediately.
Rights trigger at 12.5% beneficial ownership (20% for passive institutional); grandfathered holders cannot increase.
Upon trigger, holders (excluding acquiring person) may buy $3.50 worth of common stock for twice that market value.
Plan expires April 17, 2024, unless earlier redeemed; no dead-hand/slow-hand provisions.
Adopted in response to unsolicited proposal from CRI, which controls ~26% of HLGN outstanding shares.

item 1.01 item 3.03 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Heliogen, Inc.: The board adopted a Certificate of Designations establishing the Company Preferred Shares and their rights, preferences, and privileges, filed with the Delaware Secretary of State on April 17, 2023 (effective 2023-04-17).

Change: charter amendment
Effective: 2023-04-17

Exact text from the filing

the Board approved the Certificate of Designations establishing the Company Preferred Shares and the rights, preferences and privileges thereof. The Certificate of Designations was filed with the Secretary of State of the State of Delaware on April 17, 2023.

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Source: SEC EDGAR

accession 0001213900-23-030050

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