Heliogen Inc. filed SEC Form 8-K: Termination of a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 20, 2025
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Item 1.02 Termination of a Material Definitive Agreement.
On March 28, 2022, Heliogen, Inc. (“Heliogen” or the “Company”), through its wholly-owned subsidiary Heliogen Holdings Inc. entered into a Commercial Scale Demonstration Agreement (“Agreement”) with Woodside Energy (USA) Inc. (“Woodside”) for the engineering, procurement and construction of a 5 MWe concentrated solar energy facility (the “Capella Project”). Following completion of the front-end engineering and design phase of the Capella Project, Heliogen and Woodside decided not to pursue construction of the facility due to escalated costs. On January 20, 2025, Heliogen received notice of termination of the Agreement from Woodside, effective as of December 4, 2024.
Material terms of the Agreement are set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on March 26, 2024 (“Form 10-K”). The descriptions of the Agreement in this Current Report on Form 8-K (“Form 8-K”) and in the Company’s Form 10-K do not purport to be complete and are subject to, and qualified in their entirety by reference to the Agreement which the Company initially filed as Exhibit 10.2 to its Quarterly Report on Form 10-Q for the three months ended March 31, 2022, filed with the SEC on May 23, 2022.
Item 7.01 Regulation FD Disclosure.
On January 23, 2025, the Company issued a press release with respect to the conclusion of the Capella Project. A copy of the Company’s press release is being furnished as Exhibit 99.1 to this Form 8-K. The exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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: | January 23, 2025 | By: | /s/ Christiana Obiaya | ||||||||
| Christiana Obiaya | |||||||||||
| Chief Executive Officer | |||||||||||