UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended December 31 , 2024
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ______________ to ______________
Commission File Number: 001-40209
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
Registrant's telephone number, including area code: (626 ) 720-4530
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| OTCQX | ||||||||||||||
| OTCPK | ||||||||||||||
| OTCQX | ||||||||||||||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | |||||||||||
| x | Smaller reporting company | |||||||||||||
| Emerging growth company | ||||||||||||||
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
As of June 28, 2024, the last trading day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $10.8 million based on the closing price of the registrant’s common stock on that date.
As of March 20, 2025, there were 6,116,752 shares of common stock, par value $0.0001 per share outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Table of Contents
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Cautionary Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact included in this Annual Report regarding our future financial performance, as well as our strategy, future operations, financial position, estimated revenues, losses, projected costs, prospects, plans and objectives of management are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” or the negative of such terms or other similar expressions. These forward-looking statements are based on management’s current expectations, assumptions, hopes, beliefs, intentions and strategies regarding future events and are based on currently available information as to the outcome and timing of future events. Although we believe such expectations and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. All readers are cautioned that the forward-looking statements contained in this Annual Report are not guarantees of future performance and we cannot assure any reader that such statements will be realized or that the forward-looking events and circumstances will occur.
As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:
•our ability to fund our future cash obligations and continue as a going concern;
•our ability to access sources of capital to finance our operations and future capital requirements;
•our ability to explore and execute on strategic transactions;
•our financial and business performance, including risk of uncertainty in our financial projections and business metrics and any underlying assumptions thereunder;
•our ability to implement changes to our business strategy and future operations;
•changes in our financial position, estimated revenues and losses, projected costs, prospects and plans;
•our ability to execute our business model, including market acceptance of our planned products and services;
•changes in domestic and foreign business, market, financial, political, legal conditions and applicable laws and regulations;
•our ability to grow market share in our existing markets or any new markets we may enter;
•our ability to achieve and maintain profitability in the future;
•our ability to maintain and enhance our products and brand, and to attract and retain customers;
•our ability to find new partners for product and service offerings;
•the success of our strategic relationships with third parties;
•our ability to scale in a cost-effective manner;
•developments and projections relating to our competitors and industry;
•our ability to protect and commercialize our intellectual property (“IP”);
•the actions of our stockholders and the related impact on the price of our common stock;
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•expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), as amended;
•our ability to find and retain critical employee talent and key personnel;
•our ability to successfully manage changes in our executive team;
•the possibility that we may be adversely impacted by other economic, business, and/or competitive factors;
•future exchange and interest rates;
•the outcome of any known and unknown litigation and regulatory proceedings; and
•other risks and uncertainties, including those disclosed under “Item 1A. Risk Factors” contained in Part I of this Annual Report, and the risk factors and other cautionary statements contained in other filings that have been made or will be made with the Securities and Exchange Commission (“SEC”) by the Company.
Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Should one or more of the risks or uncertainties described in this Annual Report, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Our SEC filings are available publicly on the SEC’s website at www.sec.gov.
You should read this Annual Report with the understanding that our actual future results, levels of activity and performance as well as other events and circumstances may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
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Summary Risk Factors
The following is a summary of some of the risks and uncertainties that could materially adversely affect our business, financial condition and results of operations. This summary should be read together with the more detailed description of each risk factor disclosed under “Item 1A Risk Factors” contained in Part I of this Annual Report.
Risks Related to our Business
•We have identified conditions that raise substantial doubt about our ability to continue as a going concern.
•Actions that we are taking to reorganize our operating structure in alignment with our strategic priorities and reduce costs may not be as effective as anticipated.
•If our estimates of market opportunity and forecasts of market growth prove to be inaccurate, our revenues may suffer, and our business may be harmed.
•If we are unable to attract and retain qualified management, our ability to compete and successfully grow our business could be harmed.
•Our business depends on experienced and skilled personnel and specialty subcontractor resources, and if we lose key personnel or if we are unable to attract and integrate additional skilled personnel, it will be more difficult for us to manage our business and complete projects.
•We may not be able to develop technologies and products to satisfy changes in customer demand or industry standards, and our competitors could develop products that decrease the demand for our products.
•Our engagements could involve complex projects that could be impacted by a number of factors, some of which are outside of our control, and therefore may result in significant losses on the projects.
•Our concentrated solar power (“CSP”) plant designs, enhanced by our energy solutions, may not generate expected output levels.
•The development of CSP plants will require significant capital, which our customers may finance through third parties, and such financing may not be available to our customers on favorable terms, if at all.
•Project development or construction activities may not be successful, and we may make significant investments without first obtaining project financing, which could increase our costs and impair our ability to recover our investments.
•Failure of third parties to manufacture quality products or provide reliable services in a timely manner could cause delays in the delivery of our services and completion of our projects, which could damage our reputation, have a negative impact on our relationships with our customers and adversely affect our growth.
•If we fail to license our technology or attract customers, our business operations and financial results may be adversely affected.
•Our revenue, expenses and operating results may fluctuate significantly.
•Our business could be negatively affected as a result of stockholder actions and such actions could adversely affect our business and relationships with our customers, suppliers and employees and divert time from our management.
•We have identified material weaknesses in our internal control over financial reporting and any failure to maintain effective internal control over financial reporting may have a material and adverse effect on our business, operating results, financial condition and prospects.
•Our ability to utilize our net operating loss (“NOL”) carryforwards and other certain tax attributes may be limited.
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•Changes in tax laws or regulations that are applied adversely to us or our customers may have a material adverse effect on our business, cash flow, financial condition or results of operations.
Risks Related to our Technology and Intellectual Property
•An inability to protect our IP could negatively affect our ability to compete, our business and our results of operations.
•If our information technology systems or those of third parties that we work with, or our data are or were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; and other adverse consequences.
Regulatory Risks
•We are subject to stringent and evolving United States (“U.S.”) laws, regulations, and rules, contractual obligations, industry standards, policies and other obligations related to data privacy and security.
•Our business benefits in part from federal, state, provincial and local government support for renewable energy, and a decline in such support could harm our business.
•Opportunities associated with government contracts could lead to increased governmental regulation applicable to us.
Risks Related to Ownership of Shares and Warrants
•Our common stock and public warrants (“Public Warrants”) have been delisted from the New York Stock Exchange (the “NYSE”) and are not listed on any other national securities exchange.
•Our stock price is subject to volatility, which could have a material adverse impact on investors and employee retention.
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Part I
Item 1. Business
Overview & Strategy
Heliogen, Inc. and its subsidiaries (collectively, “Heliogen,” the “Company,” “we,” “us,” or “our”) is a renewable energy technology company focused on delivering round-the-clock, low-carbon U.S. energy production, using concentrated sunlight and thermal energy storage to deliver cost-effective, load-following, high-capacity factor thermal and electric energy.
We continue to prioritize commercial deployment of our energy solutions with a technology-centric business model, by focusing on:
•the development and implementation of our enhanced concentrated solar energy technology and thermal energy storage;
•providing engineering, maintenance and project development support to third parties seeking reliable, low-carbon energy and storage solutions;
•supporting owner-operators to deploy Heliogen’s technology (Heliogen will partner with engineering, procurement and construction (“EPC”) companies for facility construction); and
•in the long-term, licensing Heliogen’s IP and providing engineering and maintenance support to third parties interested in manufacturing and installing the hardware.
During the year ended December 31, 2024, we took several actions to align our operating structure and reduce costs. We took these actions in order to allocate our resources to the design and deployment of CSP plants, that are commercial utility scale and use molten salt for thermal energy storage. The actions we took included:
•deciding not to pursue construction of the commercial-scale concentrated solar energy facility to be built in Mojave, California (the “Capella Project”);
•implementing a targeted plan, in May 2024, including a workforce reduction, the closing of our manufacturing facility in Long Beach, California, (the “Manufacturing Facility”) and a reduction in third-party costs;
•closing our research and development (“R&D”) facility in Lancaster, California (the “R&D Facility”); and
•halting construction of our steam plant in Plains, Texas (the “Texas Steam Plant”).
Products & Services
We have developed innovations for concentrating sunlight which we believe enhance the fundamentally proven chassis technology for efficiently and cost-effectively capturing energy. We are among the leading technology providers to be capable of delivering cost-effective renewable energy solutions that complement traditional energy sources and facilitate a pragmatic reduction of carbon emissions for industrial operations.
Without storage, energy generation by traditional forms of renewable power such as, wind and solar photovoltaic (“PV”), can rapidly fluctuate between over-supply and under-supply depending upon resource availability. As the grid penetration of intermittent resources increases, these fluctuations may become more extreme. Concentrated solar energy technology can address this challenge by integrating thermal energy storage, which is an integral part of Heliogen’s hybrid power solution. This stored energy can then be dispatched when needed, including during times without sunlight, to cost-effectively deliver near 24/7 carbon-free energy in the form of electric power and/or heat.
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The energy solutions we offer are:
•Hybrid & Tri-Brid Low-Carbon Power Generation — Our hybrid approach integrates a steam turbine generator with CSP, PV and long-duration (thermal) energy storage (“LDES”), to achieve low-carbon emissions for electricity production, combining sustainability with practicality, while maintaining a low-cost solution. Our tri-brid approach further integrates a natural gas fired system which is capable of delivering up to 100% firm power for mission critical operations.
•Carbon-Free Steam Production — This baseline solution produces heat or steam for use in industrial processes, eliminating carbon emissions through innovative technology.
The use of molten salt has been successfully demonstrated as a heat transfer and thermal energy storage medium in CSP plants worldwide, and is recognized as a mature, commercially deployable technology. Modern installations incorporate CSP, PV and thermal energy storage — which Heliogen refers to as its hybrid power solution. This hybrid power solution leverages the low cost of electricity generated by PV during the day and the cost-effective LDES during the night for dispatchable, near continuous operation.
For near-term projects, our designs aim to improve upon this established approach in two ways. First, we utilize a modular architecture, deploying multiple smaller towers per project instead of a single large tower. This streamlines project engineering by allowing for smart replication across multiple projects, while enhancing efficiencies, improving land utilization, and providing redundancy for greater operational reliability and uptime. Second, our closed-loop software is designed to detect optical inaccuracies and automatically correct them, substantially improving upon the efficiency of existing CSP plants worldwide. Using Heliogen’s software on heliostats at the National Solar Thermal Test Facility (NSTTF) corrected the aim of the heliostats and reduced tracking error substantially compared to the current industry benchmark. The software also measures the alignment of the mirror facets to improve beam quality. The software’s automated correction of heliostat pointing inaccuracies is expected to reduce operational and maintenance costs by reducing the need for offline calibration and continuously optimizing system efficiency for maximum sunlight collection.
Concentrated solar energy technology is fundamentally a thermal energy collection system, which we believe is particularly well-suited to meeting the energy needs of industrial processes. For example, many industrial facilities use steam to supply energy to their process. Heliogen’s solution, in the form of a steam plant, can supply steam nearly 24/7 by collecting thermal energy while the sun is shining, storing it in a thermal energy storage system, and using that thermal energy to supply heat to a boiler when the industrial process needs steam.
Growth & Market Opportunity
According to the U.S. Energy Information Administration, global energy demand is expected to increase by 34% between 2022 and 2050, due to an increase in population and the economic growth of developing countries. We expect that demand for carbon-free replacements for current energy sources will drive demand for Heliogen’s offerings. Data centers and other vertical industries have been and are expected to continue to experience a particular increase in power consumption. Data centers power demand is expected to double over the next 10 years due to the requirements of artificial intelligence, the continued growth of cloud computing/streaming and the impact of electrification across multiple sectors, including transportation and heavy industry — all of which will require significant capacity additions to the power grid or alternatively, as behind-the-meter sources. As electrification increases throughout industries like transportation, appliances and manufacturing, the demand for dispatchable, locally produced, cost-competitive sources of energy that are also low-carbon is expected to grow substantially.
Heliogen’s growth strategy is to target this demand by offering our cost-effective solar-thermal energy solutions on competitive deployment timelines to support urgent demands from prospective customers, compared to many alternatives which have a higher cost of energy and longer time-to-market. Near-term target markets include the data center, utility/independent power producer, oil and gas and mining industries.
In the longer term, we expect to license our patent-protected technology to owner-operators and EPC companies who can each deploy many plants, to achieve a scale and growth trajectory that can take advantage of the size of the market opportunity. Licensing could extend the reach of Heliogen’s technology beyond what could be achieved solely through our direct implementation.
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We are geographically focused on the U.S. in the near-term, however, we will continue to monitor opportunities for international expansion in markets such as Mexico, Australia and South America, which are areas with high energy demand and strong solar resources.
Competition
The traditional energy technology provider market is highly competitive. In addition, the cost of renewable energy and battery solutions continues to decline. The main competitive factors include, but are not limited to:
•Upfront and ongoing cost;
•Safety and reliability;
•Duration;
•Performance and uptime;
•Operational flexibility;
•Asset life length and cyclability;
•Ease of integration;
•Operability in extreme weather conditions;
•Environmental sustainability;
•Historical track record; and
•Field-proven technology.
With the rising demand for low-carbon energy solutions with lower greenhouse gas emissions, there has been a transition to renewable energy sources. This industry transformation has created an opportunity for an increased role for thermal energy and LDES solutions. As a result, we expect competition to intensify in the future as existing competitors and new market entrants introduce new products into our markets. Our current competitors include traditional fossil-fueled alternatives, as well as a number of alternative providers of energy technology, such as solutions combining solar PV with battery storage, and other forms of energy sources with low-carbon footprint, such as nuclear and geothermal. As a pioneer of solar energy technology solutions that are well-suited for long duration applications, we believe we have a significant edge over our competition in this rapidly evolving environment. However, our competitors may have longer operating histories and greater financial, marketing, personnel and other resources than we do and could focus their substantial financial resources to develop a competitive advantage. Our current and potential competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their resources. Although we are small and at an earlier stage of commercial maturity compared to many of our competitors, we believe we are well-positioned to compete successfully in the market — based on our unique insights and experience with CSP and thermal energy systems, and based on our proprietary closed-loop tracking and control system for CSP.
New technologies may enter the market that may have additional or superior advantages to our current or future offerings. Several newer and emerging companies have announced plans to develop power, heat and energy storage products using various technologies, including compressed air, thermal energy and solid-state batteries, among others. Although many of these companies are not in commercial production today, they may in the future offer solutions that become competitive with our expected offerings.
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Competitive Strengths & Differentiation
As a result of the factors described below, we believe that we are positioned to become a market leader in renewable energy technology.
•Hybrid and tri-brid power solutions designed to be more cost-effective than other low-carbon, high-capacity factor alternatives. For power use cases, Heliogen has two standard power solutions. Our hybrid power solution leverages the benefit of low-cost solar PV during the day while enabling near-term delivery of round-the-clock power via the thermal energy storage system when the sun is not shining. Our tri-brid power solution integrates a natural gas fired system which is capable of delivering up to 100% firm power for mission critical operations and will provide a fully firm power solution for behind the meter customers that cannot access the required grid infrastructure or capacity to sustain their operations. The tri-brid power solution is particularly applicable to data centers, which in some instances are looking at over ten year lead-times for utility infrastructure to catch up to their demand. As firmness and dispatchability becomes a necessity for these applications, the delivered cost of energy, as measured over longer durations, is increasingly meaningful to industrial energy consumers. For long durations, we believe that our hybrid and tri-brid solutions offer a compelling alternative to cost-competitive energy as compared with lithium-ion battery systems.
•World-class team deeply experienced in the design and deployment of CSP and thermal systems at commercial scale. The fundamental chassis of our hybrid and tri-brid solutions is CSP with thermal energy storage, which is already commercially mature, proven, and operating successfully at scale in many countries outside the U.S. Our team, led by our Chief Executive Officer and Chief Technology Officer—both recognized experts in the field—boasts unique, practical experience and insights with CSP and thermal systems, allowing us to draw from prior lessons learned and best practices in a way that others would require a significant talent sourcing effort to replicate. We continue to build our knowledge base, which we believe provides us with a strategic advantage against competitors in the concentrated solar energy and energy storage spaces.
•Proven technology that is further enhanced by our proprietary closed-loop tracking system. Our advanced computer vision software is designed to improve total energy output by measuring and precisely aligning the field of mirrors to more accurately reflect sunlight to the target on the top of the receiver tower. Our tracking system will make automatic micro-adjustments of the mirrors over the course of the day to account for the inaccuracies associated with aiming. These automatic adjustments, using a unique closed-loop feedback system, are designed to maximize optical accuracy and energy capture, resulting in higher efficiencies than what has previously been achieved by traditional concentrated solar energy technology. This system is also designed to reduce time-consuming and costly calibration processes, as well as a host of other benefits.
Intellectual Property
Our ability to protect our material IP is important to our business. We rely upon a combination of foreign, federal, state and common law protections afforded to owners of patents, copyrights, trade secrets and trademarks, along with employee and third-party non-disclosure agreements and other contractual restrictions to establish and protect our IP rights. In particular, unpatented trade secrets in the fields of research, development and engineering are an important aspect of our business by ensuring that our technology remains confidential. We also pursue patent protection when we believe we have developed a patentable invention and the benefits of obtaining a patent outweigh the risks of making the invention public through patent filings.
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We hold a strong portfolio of patents and numerous trademarks covering key aspects of our plant and process, including our closed-loop tracking system, tracking based on radiance maps, intensity and polarization tracking, and receiver for capturing solar energy. As of December 31, 2024, we had a portfolio of 12 issued U.S. patents, 11 issued non-U.S. patents, 11 pending U.S. patent applications and 22 pending patent applications in other countries, as well as numerous trademarks. However, our portfolio of patents is expected to evolve as new patents are issued, older patents expire, and we continue to innovate. Our U.S. issued patents are expected to expire between 2029 and 2041. We regularly review our development efforts to assess the existence and patentability of new inventions, and we are prepared to file additional patent applications when we determine it would benefit our business to do so.
Government, Programs, Incentives & Regulations
We operate in the heavily regulated energy sector, which is subject to a variety of federal, state and local regulations and agencies that impact our operations. As a participant in the renewable energy sector specifically, there are additional regulations, tax incentives and support mechanisms in place to promote growth.
State-level incentives have also driven growth in the deployment of renewable energy. According to the Database of State Incentives for Renewables & Efficiency, as of December 2023, 35 states and the District of Columbia have established a renewable portfolio standard or a renewable energy goal, which mandates that a certain portion of electricity delivered to customers come from eligible renewal energy resources. In 17 of those states (and the District of Columbia), the requirement is for 100% clean electricity by 2050 or earlier. States have created these standards to diversify their energy resources, promote domestic energy production and encourage economic development.
Other Public Policy Considerations
Governments have used different public policy mechanisms to accelerate the adoption and use of solar power and energy storage. Examples of customer-focused financial mechanisms include capital cost rebates, performance-based incentives, feed-in tariffs, tax credits and net energy metering. Some of these government mandates and economic incentives are scheduled to be reduced or to expire, or could be eliminated altogether, while others are scheduled to be extended or expanded. Capital cost rebates provide funds to customers based on the cost and size of a customer’s solar power or energy storage system. Performance-based incentives provide funding to a customer based on the energy produced by their solar power system or stored by their energy storage system. Feed-in tariffs pay customers for solar power system generation based on energy produced, at a rate generally guaranteed for a period of time. Tax credits reduce a customer’s taxes at the time the taxes are due. Net energy metering allows customers to deliver to the electric grid any excess electricity produced by their on-site solar power systems, and to be credited for that excess electricity at or near the full retail price of electricity. New market development mechanisms to encourage the use of renewable energy sources continue to emerge, as well as climate disclosure regulations that may encourage companies to adopt emissions reduction strategies. Recently adopted California legislation will require new climate disclosures commencing in 2026 for companies that qualify as “doing business” in the state. SB 253 (the Climate Corporate Data Accountability Act) will require companies with total annual revenues exceeding $1 billion to annually disclose their Scopes 1, 2 and 3 greenhouse gas emissions and SB 261 (the Climate-Related Financial Risk Act) will require companies with total annual revenues exceeding $500 million to publish a biennial climate-related financial risk report.
For more information about how we avail ourselves of the benefits of public policies and their risks, please see the risk factors set forth under the caption “Item 1A. Risk Factors.”
Environmental and Other Regulations
We are subject to extensive environmental regulations that govern vehicle emissions and the storage, handling, treatment, transportation and disposal of hazardous materials and the remediation of environmental contamination, among other items. These laws and regulations have become more stringent over time. Compliance with such laws and regulations at an international, regional, national, provincial and local level is an important aspect of our ability to continue our operations.
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Environmental standards applicable to Heliogen are established by the laws and regulations of the countries in which we operate, standards adopted by regulatory agencies and the permits and licenses issued to us. Each of these sources is subject to periodic modifications and what we anticipate will be increasingly stringent requirements. Violations of these laws, regulations or permits and licenses may result in substantial administrative, civil or even criminal fines, penalties and possibly orders to cease any violating operations or to conduct or pay for corrective works. In some instances, violations may also result in the suspension or revocation of permits or licenses.
We may use, generate and discharge toxic, volatile, or otherwise hazardous chemicals and wastes in our R&D and construction activities. We are subject to a variety of U.S. federal and state laws and regulations related to the purchase, storage, use and disposal of hazardous materials. We believe that we have all environmental permits necessary to conduct our business and expect to obtain all necessary environmental permits for future activities. We believe that we have properly handled our hazardous materials and wastes and have appropriately remediated any contamination at any of our premises. We are currently not subject to any litigation pertaining to environmental regulations and cost of compliance with applicable regulations is expected to be commensurate with our historical spend and other companies in the industry.
Finally, we are subject to federal, state and local requirements on health, safety and employment. We are subject to the requirements of the Occupational Safety and Health Act, local wage regulations and rigorous health and safety regulations in the State of California.
Human Capital
We take pride in our innovative technology and consider our employees to be the foundation for our growth and continued success. More than 65% of our employees have extensive experience or backgrounds in engineering and energy. As of December 31, 2024, we employed 57 full-time employees, based primarily in Southern California and Texas.
Emerging Growth Company Status
We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, we have elected not to use the extended transition period for complying with any new or revised financial accounting standards, and as such, we are required to adopt new or revised standards at the same time as other public companies.
We will remain an emerging growth company until the earliest of (i) the last day of our fiscal year (a) following March 19, 2026, the fifth anniversary of our initial public offering; (b) in which we have total annual gross revenue of at least $1.235 billion; or (c) in which we are deemed to be a “large accelerated filer”, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, or (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
Available Information
Our website address is www.heliogen.com. We make available on our website, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding our filings at www.sec.gov. The information found on our website is not incorporated by reference into this Annual Report or any other report we file with or furnish to the SEC.
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Item 1A. Risk Factors
Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties described below together with all of the other information contained in this Annual Report. If any of the events or developments described below were to occur, our business, operating results and financial condition could suffer materially, the trading price of our common stock could decline, and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.
Risks Related to our Business
We have identified conditions that raise substantial doubt about our ability to continue as a going concern.
As of December 31, 2024, we had liquidity of $36.9 million, consisting of $36.9 million of cash and cash equivalents and no debt. During the year ended December 31, 2024, we used cash in operations of $38.8 million. As of December 31, 2024, we had an accumulated deficit of $405.6 million. We are an early-stage company and have a history of operating losses and negative operating cash flows. We expect to continue to generate operating losses and have significant cash outflows from operating activities for at least the next few years. The amount of future losses and when, if ever, we will achieve profitability are uncertain. In addition, even if we achieve profitability, there can be no assurance that we will be able to maintain profitability in the future. Based on our liquidity position as of December 31, 2024 and our current forecast of operating results and cash flows, we anticipate that we may not have sufficient resources to fund our cash obligations for the next 12 months after the issuance date of this Annual Report. These factors raise substantial doubt about our ability to continue as a going concern. We have evaluated the conditions discussed above and we are taking various steps in an effort, to alleviate them, including the following actions.
In the second quarter of 2024, we made the strategic decision to implement a targeted plan, which included a workforce reduction, the closing of our Manufacturing Facility and a reduction in third-party costs. These actions were intended to further reduce structural costs and operating expenses and better align our operating structure for commercialization with a technology-centric business model.
In the fourth quarter of 2024, we made the decision to halt construction of our Texas Steam Plant and close our R&D Facility. Furthermore, in December 2024, after completing value engineering for the next phase of the Capella Project, Heliogen and Woodside decided not to pursue construction of the facility due to escalated costs.
We plan to continue to explore additional cost saving opportunities, while also engaging with a financial advisor to explore and evaluate strategic transactions, which could include, among other things, acquisitions, divestitures, a merger or sale and partnerships.
There can be no assurance that we will be successful in our plans described above or in completing any strategic transactions on acceptable terms, if at all. If we are unable to effectively implement our plans, we may be forced to delay, reduce or eliminate some or all of our commercialization efforts, product expansion or R&D programs and our business, financial condition and results of operations could be materially and adversely affected. If we cannot continue as a going concern, our stockholders would likely lose most or all of their investment in us.
Demand for our energy solutions has not developed as we expected and, as a result, we have not been able to enter into new contracts and find additional financing, which has resulted in actions taken to reorganize our operating structure in alignment with our strategic priorities and reduce costs, however, actions that we are taking may not be as effective as anticipated.
Although we believe that the market for renewable energy solutions will continue to grow, demand for our energy solutions has not materialized as we expected and as a result, we have not been able to enter into new contracts and find additional financing on acceptable terms.
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As a result, during the year ended December 31, 2024, we took several actions to reorganize our operating structure in alignment with our strategic priorities and reduce costs, including closing our Manufacturing Facility, halting construction of the Texas Steam Plant, closing our R&D Facility, canceling the Capella Project and implementing various workforce reductions.
Although we believe that these actions will reduce structural costs and operating expenses and better align our operating structure for commercialization with a technology-centric business model as we continue to explore and evaluate strategic alternatives, we cannot guarantee that these actions will achieve the targeted benefits, or that the benefits, even if achieved, will be sustained or adequate to meet our operational expectations. If we do not realize the expected benefits of these actions on a timely basis or at all, our business, results of operations and financial condition could be adversely affected. In addition, if we are unable to successfully implement our new strategic priorities or raise additional financing on acceptable terms, we will be unable to implement our growth strategy.
If our estimates of market opportunity and forecasts of market growth prove to be inaccurate, our revenues may suffer, and our business may be harmed.
We believe that the market for renewable energy solutions will continue to grow and that we will increase our penetration of this market. However, market opportunity estimates and growth and demand forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. The estimated addressable market may not materialize in the timeframe we expect, if ever, and even if the market meets the predicted size and growth estimates, our business could fail to grow at similar rates. If our expectations as to the size of this market or our ability to sell our products and services in this market are not correct, our revenues will suffer, and our business will be harmed.
If we are unable to attract and retain qualified management our ability to compete and successfully grow our business could be harmed.
Our success depends, in part, on the effectiveness of our executive team. The Chief Executive Officer is critical to executing on and achieving our vision, strategic direction, culture, products and technology. The loss of the services of any of our executives could disrupt our operations, delay the development and introduction of our products and services, including with respect to our prototype products, and negatively impact our business, prospects and operating results. Effective December 31, 2024, the Company’s Chief Commercial Officer resigned from his position. The business responsibilities associated with the position have been transitioned to existing employees who are dedicated to commercialization activities, consistent with the Company’s focus.
Management transitions may create uncertainty, divert resources and management attention, or impact public or market perception, any of which could negatively impact the company's ability to operate effectively or execute its strategies and result in an adverse impact on its business. Further, these new executives may have different backgrounds, experiences and perspectives from those individuals who previously served in these roles and thus may have different views on the issues that will determine the company’s future, potentially resulting in employee, customer and supplier uncertainty. The employment agreements of our executive officers are each at will, and there is no assurance that we will be able to successfully retain senior leadership necessary to grow our business. Our failure to attract and retain our executive officers could adversely impact our business, prospects, financial condition, and operating results. A lack of continuity of management may harm our ability to effectively manage our operations and implement our strategy and our business may suffer.
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Our business depends on experienced and skilled personnel and specialty subcontractor resources, and if we lose key personnel or if we are unable to attract and integrate additional skilled personnel, it will be more difficult for us to manage our business and complete projects.
The success of our business and construction projects will depend in large part on the skill of our personnel and on trade labor resources, including those with certain specialty subcontractor skills. Competition for personnel, particularly those with expertise in the energy services and renewable energy industries, is high. During the years ended December 31, 2024 and 2023, we implemented several workforce reductions that could yield unanticipated consequences, such as attrition beyond planned staff reductions, increased difficulties in our day-to-day operations and reduced employee morale. If employees who were not affected by the reduction in force seek alternate employment, this could result in us seeking contract support which may result in unplanned additional expense or harm our productivity. Our workforce reduction could also harm our ability to attract and retain personnel and subcontractors who are critical to our business. In the event we are unable to attract, hire and retain the requisite personnel and subcontractors, we may experience potential failure or delays to meet operational and growth targets due to the loss of qualified employees.
We may not be able to develop technologies and products to satisfy changes in customer demand or industry standards, and our competitors could develop products that decrease the demand for our products.
Our focus historically has been on R&D activities to improve our technology and make our product offerings more attractive to potential customers. These activities are subject to various risks and uncertainties we are not able to fully control, including changes in customer demand or industry standards and the introduction of new or superior technologies by others that may render our products or technologies obsolete or non-competitive. Our financial performance depends, in part, on our ability to design, develop, manufacture, assemble, test, market and support new products and technology enhancements attractive to potential customers on a timely and cost-effective basis.
Any failure by us in the future to develop new technologies or to timely react to changes in existing technologies could materially delay our development of new products, which could result in product obsolescence, decreased revenues and a loss of our market share to our competitors. Further, if our products are not in compliance with prevailing industry standards, such non-compliance could materially and adversely affect our financial condition, cash flows and results of operations.
Our engagements could involve complex projects that could be impacted by a number of factors, some of which are outside of our control, and therefore may result in significant losses on the projects.
Our engagements could involve complex projects. The quality of our performance on such projects would depend in large part upon our ability to manage the relationship with our clients and our ability to effectively manage the project and deploy appropriate resources, including third-party contractors and our own personnel, in a timely manner. If a project is not completed by the scheduled date or fails to meet required performance standards, we may either incur significant additional costs or be held responsible for the costs incurred by the client to rectify damages due to late completion or failure to achieve the required performance standards. The performance of projects can be affected by a number of factors including delays outside of our control, such as from suppliers and subcontractors, government inaction, public opposition, inability to obtain financing, weather conditions, unavailability of vendor materials, changes in the project scope of services requested by our clients, industrial accidents, environmental hazards, labor disruptions and financial market instability or disruptions to the banking system due to bank failures. To the extent these events occur, the total costs of the project could exceed our estimates and we could experience reduced profits or, in some cases, incur a loss on a project, which may reduce or eliminate our overall profitability. Further, any defects or errors, or failures to meet our clients’ expectations, could result in claims for damages against us.
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Our CSP plant designs, enhanced by our energy solutions, may not generate expected output levels.
The CSP plant designs, enhanced by our energy solutions, that we will partner with EPC companies for facility construction, will be subject to various operating risks that may cause them to generate less than expected amounts of output. These risks include a failure or degradation of our equipment, the equipment of our customers or that of our vendors; an inability to find suitable replacement equipment or parts; or a less than expected supply of solar insolation. Any extended interruption in a plant’s operation, or the failure of a plant for any reason to generate the expected amount of output, could have a material adverse effect on our business and operating results due to the damage to our reputation and the resulting dissatisfaction of the owner-operator.
The development of CSP plants will require significant capital, which our customers may finance through third parties, and such financing may not be available to our customers on favorable terms, if at all.
We expect our customers to rely on a combination of their balance sheets and project-finance debt to fund construction costs for the development of CSP plants. A number of factors outside of our control, including increased interest rates, may cause our customers to be unable to raise funds on acceptable terms when needed. As a result, we may be unable to secure customer contracts, the size of contracts we do obtain may be smaller or we could be required to delay the development and construction of projects, reduce the scope of those projects or otherwise restrict our operations. Any inability by our customers to raise the funds necessary to finance our projects could negatively impact our business, financial condition and operating results.
Project development or construction activities may not be successful, and we may make significant investments without first obtaining project financing, which could increase our costs and impair our ability to recover our investments.
The development and construction of CSP plants involves numerous risks. We may be required to spend significant sums for preliminary engineering, permitting, legal and other expenses before we can determine whether a project is feasible, economically attractive or capable of being built. In addition, we may choose to bear the costs of such efforts prior to obtaining project financing, prior to getting final regulatory approval and/or prior to the final sale to a customer, if any.
Successful completion of a particular project may be adversely affected by numerous factors, including: failures or delays in obtaining desired or necessary land rights, including ownership, leases and/or easements; failures or delays in obtaining necessary water rights, permits, licenses or other governmental support or approvals, or in overcoming objections from members of the public or adjoining land owners; uncertainties relating to land costs for projects; unforeseen engineering problems; access to available transmission for energy generated by CSP plants; construction delays and contractor performance shortfalls; work stoppages or labor disruptions and compliance with labor regulations; cost over-runs; availability of products and components from suppliers; adverse weather conditions; environmental, archaeological and geological conditions; and availability of construction and permanent financing.
If we are unable to complete the development of one or more of our CSP plant designs, enhanced by our energy solutions, or fail to meet one or more agreed target construction milestone dates, we may incur losses or be liable for damages or penalties that we may not be able to offset, which would have an adverse impact on our net income in the period in which the loss is recognized. We expect that some projects will require working capital to develop and/or build projects. If we are unable to complete a project, the associated working capital would also be an exposure that may need to be written off, which would have an adverse impact on our net income in the period in which the loss is recognized.
Failure of third parties to manufacture quality products or provide reliable services in a timely manner could cause delays in the delivery of our services and completion of our projects, which could damage our reputation, have a negative impact on our relationships with our customers and adversely affect our growth.
Our success depends on our ability to provide services and complete projects in a timely manner, which in part depends on the ability of third parties to provide us with timely and reliable products and services. In providing our services and completing our projects, we rely on products that meet our design specifications and components manufactured and supplied by third parties, as well as on services performed by subcontractors.
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We will also rely on subcontractors to perform the majority of the construction work related to our projects; and we may need to engage subcontractors with whom we have no experience for our projects.
If any of our subcontractors are unable to provide services that meet or exceed our customers’ expectations or satisfy our contractual commitments, our reputation, business and operating results could be harmed. In addition, if we are unable to avail ourselves of warranty and other contractual protections with providers of products and services, we may incur liability to our customers or additional costs related to the affected products and components, which could have a material adverse effect on our business, financial condition and operating results. Moreover, any delays, malfunctions, inefficiencies or interruptions in these products or services could adversely affect the quality and performance of our solutions and require considerable expense to establish alternate sources for such products and services. This could cause us to experience difficulty retaining current customers and attracting new customers, and could harm our brand, reputation and growth.
If we fail to license our technology or attract customers, our business operations and financial results may be adversely affected.
In the longer term, we expect to license our patent-protected technology to other businesses. We have never licensed or otherwise commercialized our patents, and our ability to do so depends on our ability to attract new customers. Potential customers’ decision-making may be impacted by a variety of factors outside of our control, including market conditions, financing arrangements and required governmental approvals. Even if we are able to successfully license our patent-protected technology, we may not be able to do so with sufficient frequency and at sufficient margins to become profitable.
Our revenue, expenses and operating results may fluctuate significantly.
Our revenue, expenses and operating results may fluctuate significantly because of numerous factors, including the actions taken during the year ended December 31, 2024, which included closing our Manufacturing Facility, halting construction of our Texas Steam Plant, closing our R&D Facility, canceling the Capella Project and implementing various workforce reductions. These actions are intended to further reduce structural costs and operating expenses and better align our operating structure for a technology-centric business model. However, there can be no assurance that our new strategic direction will be successful which could cause our operating results to fluctuate. In addition to these and the other risks described in this “Risk Factors” section, the following factors could also cause our operating results to fluctuate:
•spending patterns of our private and public sector clients,
•weather conditions,
•budget constraints experienced by our federal, state and local government clients,
•the continuing creditworthiness and solvency of clients, and
•legislative and regulatory enforcement policy changes that may affect demand for our products or services.
As a consequence, operating results for a particular future period are difficult to predict and, therefore, prior results are not necessarily indicative of results to be expected in future periods. Any of the foregoing factors, or any other factors discussed elsewhere in this “Risk Factors” section, could have a material adverse effect on our business, results of operations and financial condition that could adversely affect our stock price.
Our business could be negatively affected as a result of stockholder actions and such actions could adversely affect our business and relationships with our customers, suppliers and employees and divert time from our management.
Stockholders may from time to time attempt to effect changes in our business, engage in proxy solicitations or advance stockholder proposals in a manner that is not in the best interests of our Company and all of its stockholders. Certain stockholders have made, or have indicated they may make, public and private strategic proposals related to our business, strategy, management or operations and have requested, or have indicated they may request, changes to the composition of our Board of Directors (the “Board”).
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For example, on April 13, 2023, we received an unsolicited, non-binding proposal from Continuum Renewables, Inc. (“CRI”) to acquire all of our outstanding capital stock for a purchase price of $0.40 per share of common stock (unadjusted for the subsequent reverse stock split) in cash. CRI was co-founded by our former Chief Executive Officer, Bill Gross, who was terminated by us in February 2023. The non-binding proposal was subject to various contingencies, including CRI obtaining financing. On April 24, 2023, we announced that after careful consideration and consultation with legal and financial advisors, our Board determined that the offer significantly undervalued our company and would result in an implied equity value for our common stockholders that is materially below our available liquidity. Accordingly, our Board determined that the proposal was not in the best interests of our stockholders and the proposal was rejected.
We cannot predict, and no assurances can be given as to, the outcome or timing of any such matters. Proposals can divert the attention of our Board and management from executing on our strategic plans, create uncertainty for our employees, and create additional risks and uncertainties with respect to our financial position and operations, which could impact our relationships with our suppliers, customers and employees. In addition, while we have rejected the unsolicited proposal if it is followed by a proxy contest or other stockholder actions, we would most likely be required to incur significant legal fees and proxy solicitation expenses and significant additional time and attention by management and our Board. This could interfere with our ability to execute our strategic plan, give rise to perceived uncertainties as to our future direction, result in the loss of potential business opportunities or make it more difficult to attract and retain qualified personnel, any of which could materially and adversely affect our business and operating results. Any perceived uncertainties as to our future direction also may adversely affect the market price and volatility of our securities.
Stockholders engaged in such activities may have interests that differ from those of other stockholders. Further, perceived uncertainties as to our future direction, including uncertainties related to the composition of our Board, may lead to the perception of instability or a change in the direction of our business, which may be exploited by our competitors, cause concern to current or potential customers, result in the loss of potential business opportunities, make it more difficult to attract and retain qualified personnel and/or affect our relationships with vendors, customers and other third parties. Moreover, a proxy contest could cause significant fluctuations in the price of our common stock based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.
We have identified material weaknesses in our internal control over financial reporting and any failure to maintain effective internal control over financial reporting may have a material and adverse effect on our business, operating results, financial condition and prospects.
In connection with the preparation and audit of our financial statements as of and for the fiscal year ended December 31, 2021, we identified material weaknesses, as described below, in our internal control over financial reporting, which is an integral component of our disclosure controls and procedures, and such material weaknesses continue to exist as of December 31, 2024. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, our stock price.
Our material weaknesses relate to Heliogen not designing or maintaining an effective control environment specific to the areas of financial reporting and our close process, including effective review of technical accounting matters, proper segregation of duties, including separate review and approval of journal entries and access within our accounting system.
We are currently taking actions to remediate the deficiencies in our internal control over financial reporting and are implementing additional processes and controls designed to address the underlying root causes associated with the above-mentioned deficiencies. Although we have made significant progress in remediating the aforementioned deficiencies, the material weaknesses continued to exist as of December 31, 2024.
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Our ability to utilize our NOL carryforwards and other certain tax attributes may be limited.
As of December 31, 2024, we had federal NOL carryforwards of $244.4 million, of which $10.1 million were generated prior to 2018 and will begin to expire in 2033, unless previously utilized, but may be used to offset up to 100% of future taxable income before expiration. Under current law, our federal NOLs generated in tax years beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such federal NOLs is limited to 80% of taxable income. It is uncertain if and to what extent various states will conform to federal tax law. As of December 31, 2024, we had state NOL carryforwards of $265.7 million which will begin to expire in 2033. As of December 31, 2024, we had foreign NOL carryforwards of $3.0 million, which may be carried forward indefinitely.
In addition, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50 percentage point change (by value) in its equity ownership over a rolling three-year period, the corporation’s ability to use its pre-change NOL carryforwards and certain other tax attributes to offset its post-change income or taxes may be limited. This could limit the amount of NOLs or other applicable tax attributes that we can utilize annually to offset future taxable income or tax liabilities. We have not undertaken a Section 382 study, and it is possible that we have previously undergone one or more ownership changes so that our use of NOLs is subject to limitation. We may experience ownership changes in the future as a result of subsequent shifts in our stock ownership. As a result, if we earn net taxable income, our ability to use our pre-change NOLs to offset U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed. As a result, we may be unable to use all or a material portion of our NOL carryforwards and other tax attributes, which could adversely affect our future cash flows.
Changes in tax laws or regulations that are applied adversely to us or our customers may have a material adverse effect on our business, cash flow, financial condition or results of operations.
New income, sales, use, or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, which could adversely affect our business operations and financial performance. Further, existing tax laws, statutes, rules, regulations, or ordinances could be interpreted, changed, modified, or applied adversely to us. For example, the Tax Cuts and Jobs Act of 2017, the Coronavirus Aid, Relief, and Economic Security Act and the IRA enacted many significant changes to the U.S. tax laws. Future guidance from the Internal Revenue Service and other tax authorities with respect to such legislation may affect us, and certain aspects of such legislation could be repealed or modified in future legislation. In addition, it is uncertain if and to what extent various states will conform to federal tax laws. Future tax reform legislation could have a material impact on the value of our deferred tax assets, could result in significant one-time charges, and could increase our future U.S. tax expense.
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If we fail to introduce or acquire new products or services that achieve broad market acceptance on a timely basis, or if our products or services are not adopted as expected, we will not be able to compete effectively.
We operate in a highly competitive, quickly changing environment and our future success depends on our ability to develop or acquire and market products and services that are recognized and accepted as reliable, cost-effective and that achieve broad market acceptance. Some of our potential customers may already use products or services similar to what we currently offer or what we may offer in the future and may be reluctant to replace those products or services. Market acceptance of our products, services and technology will depend on many factors, including, but not limited to, market demand costs, timely completion and introduction of these products, prompt resolution of any defects or bugs in these products, our ability to support these products, market acceptance of these products, delays and quality issues in releasing new products and services and our ability to convince potential customers that our products, services and technology are an attractive alternative to existing products, services and technology. Prior to adopting our products, services and technology, some potential customers may need to devote time and effort to testing and validating our systems. Any failure of our systems to meet these customer benchmarks could result in potential customers choosing to retain their existing systems or to purchase systems other than ours. The occurrence of one or more of the foregoing factors may result in lower revenue than expected, and we may in the future experience product or service introductions that fall short of their projected rates of market adoption.
Our ability to successfully introduce and market new products is unproven. Because we have a limited operating history and the market for our products, including newly developed products, is rapidly evolving, it is difficult to predict our operating results, particularly with respect to any new products that we may introduce. Our future success will depend in large part upon our ability to identify demand trends in the market in which we operate and quickly develop or acquire, and design, manufacture and sell, products and services that satisfy these demands in a cost-effective manner. Also, we may not be able to respond effectively to new product or service announcements by competitors by quickly introducing competitive products and services.
In order to differentiate our products and services from competitors’ products, we would need to focus on R&D efforts, including software development. If any products and services offered by, us do not continue, or if our new products or services fail to achieve widespread market acceptance, or if we are unsuccessful in capitalizing on opportunities in the market in which we operate, our future growth may be slowed and our business, results of operations and financial condition could be materially adversely affected.
Risks Related to our Technology and Intellectual Property
An inability to protect our IP could negatively affect our ability to compete, our business and our results of operations.
Our ability to compete effectively depends in part upon the maintenance and protection of the IP related to our energy solutions. As of December 31, 2024, we had a portfolio of 12 issued U.S. patents, 11 issued non-U.S. patents, 11 pending U.S. patent applications and 22 pending patent applications in other countries, as well as numerous trademarks. However, our portfolio of patents is expected to evolve as new patents are issued and older patents expire, and the expiration of patents could have a negative effect on our ability to prevent competitors from duplicating certain or all of our products. Our U.S. issued patents are expected to expire between 2029 and 2041.
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We might not succeed in obtaining patents from any of our pending applications. Even if we are awarded patents, they may not provide any meaningful protection or commercial advantage to us, as they may not be of sufficient scope or strength or may not be issued in all countries where our products can be sold. Patent protection is unavailable for certain aspects of the technology and operational processes that are important to our business. Any patent held by us or to be issued to us, or any of our pending patent applications, could be challenged, invalidated, unenforceable or circumvented. In addition, our competitors may be able to design around our patents. To date, we have relied principally on patent, copyright, trademark and trade secret laws, as well as confidentiality and proprietary information agreements and licensing arrangements, to establish and protect our IP. However, we have not obtained confidentiality and proprietary information agreements from our targeted customers and vendors, and although we have entered into confidentiality and proprietary information agreements with all of our employees, we cannot be certain that these agreements will be honored. Some customers are subject to laws and regulations that require them to disclose information that we would otherwise seek to keep confidential. Policing unauthorized use of our IP is difficult and expensive, as is enforcing our rights against unauthorized use.
The steps that we have taken or may take may not prevent misappropriation of the IP on which we rely. In addition, effective protection may be unavailable or limited in jurisdictions outside the U.S., as the IP laws of foreign countries sometimes offer less protection or have onerous filing requirements. From time to time, third parties may infringe our IP rights. Litigation may be necessary to enforce or protect our rights or to determine the validity and scope of the rights of others. Any litigation could be unsuccessful, cause us to incur substantial costs, divert resources away from our daily operations and result in the impairment of our IP. Failure to adequately enforce our rights could cause us to lose rights in our IP and may negatively affect our business.
In addition to patent protection, we rely significantly upon trade secret laws to protect our proprietary technologies. We regularly enter into confidentiality agreements with our key employees, customers, potential customers and other third parties and limit access to and distribution of our trade secrets and other proprietary information. However, these measures may not be adequate to prevent misappropriation of our technologies or to assure that our competitors will not independently develop technologies that are substantially equivalent or superior to our technologies. In addition, the laws of other countries in which we operate may not protect our proprietary rights to the same extent as the laws of the U.S. We are also subject to the risk of adverse claims and litigation alleging infringement of IP rights.
If our information technology systems or those of third parties that we work with, or our data are or were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; and other adverse consequences.
In the ordinary course of our business, we and the third parties that we work with process sensitive data, and, as a result, we and such third parties face a variety of evolving threats that could cause security incidents. Cyber-attacks, malicious internet-based activity, online and offline fraud, and other similar activities threaten the confidentiality, integrity, and availability of our sensitive data and information technology systems, and those of the third parties that we work with. Such threats are prevalent and continue to rise, are increasingly difficult to detect, come from a variety of sources, and include social-engineering attacks (including through deep fakes, which are increasingly more difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks, credential stuffing, credential harvesting, personnel misconduct or error, ransomware attacks (which are becoming increasingly prevalent and can lead to significant interruptions in our operations), supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, attacks enhanced or facilitated by artificial intelligence, telecommunications failures, earthquakes, fires, floods and other similar threats.
Remote work has increased risks to our information technology systems and data, as more of our employees utilize network connections, computers, and devices outside our premises or network, including working at home, while in transit and in public locations.
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In addition, we rely on third-party service providers and technologies to operate critical business systems, provide certain products/services/parts on our behalf, and process sensitive data in a variety of contexts, including, without limitation, cloud-based infrastructure, application hosting, data center facilities, encryption and authentication technology, employee email, content delivery to customers and other functions, which introduces additional cybersecurity risks and vulnerabilities. Our ability to monitor these third parties’ information security practices is limited, and these third parties may not have adequate information security measures in place. If our third-party service providers experience a security incident or other interruption, we could experience adverse consequences and any damages we are awarded due such parties’ failure to satisfy their obligations to us may be insufficient to cover our damages, or we may be unable to recover such award.
We have implemented and maintain various information security processes and technologies designed to identify, assess and manage material risks from cybersecurity threats to our information technology systems and data. However, there can be no assurance that these measures will be effective. We take steps designed to detect, mitigate and remediate vulnerabilities in our information technology systems (such as our hardware and/or software, including that of third parties that we work with). However, we may not detect and remediate all such vulnerabilities including on a timely basis and we may experience delays in developing and deploying remedial measures and patches designed to address identified vulnerabilities.
Any of the previously identified or similar threats could cause a security incident or other interruption that could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our sensitive data or our information technology systems, or those of the third parties that we work with. A security incident or other interruption could disrupt our ability (and that of third parties that we work with) to provide our services and negatively impact our ability to grow and operate our business.
We may expend significant resources or modify our business activities to try to protect against security incidents. Additionally, certain data privacy and security obligations have required us to implement and maintain specific security measures or industry-standard or reasonable security measures to protect our information technology systems and sensitive data.
If we (or a third-party that we work with) experience a security incident or are perceived to have experienced a security incident, we may experience material adverse consequences, such as government enforcement actions (for example, investigations, fines, penalties, audits and inspections); additional notification and reporting requirements and/or oversight; restrictions on processing sensitive data (including personal data); litigation (including class claims); indemnification obligations; negative publicity; reputational harm; monetary fund diversions; diversion of management attention; interruptions in our operations (including availability of data); financial loss; and other similar harms.
Our contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to protect us from liabilities, damages, or claims related to our data privacy and security obligations. We cannot be sure that our insurance coverage will be adequate or sufficient to protect us from or to mitigate liabilities arising out of our privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims.
In addition to experiencing a security incident, third parties may gather, collect, or infer sensitive data about us from public sources, data brokers, or other means that reveals competitively sensitive details about our organization and could be used to undermine us.
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Regulatory Risks
We are subject to stringent and evolving U.S. laws, regulations, and rules, contractual obligations, industry standards, policies and other obligations related to data privacy and security. Our actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation (including class claims) and mass arbitration demands; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; and other adverse business consequences.
In the ordinary course of business, we collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit and share (collectively, process) personal data and other sensitive information, including proprietary and confidential business data, trade secrets, intellectual property, sensitive third-party data, business plans, transactions and financial information (collectively, sensitive data).
Our data processing activities subject us to numerous data privacy and security obligations, such as various laws, regulations, guidance, industry standards, external and internal privacy and security policies, contractual requirements, and other obligations relating to data privacy and security.
In the U.S., federal, state and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), and other similar laws (e.g., wiretapping laws).
Numerous U.S. states have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data. As applicable, such rights include the right to access, correct, or delete certain personal data, and to opt-out of certain data processing activities, such as targeted advertising, profiling and automated decision-making. The exercise of these rights may impact our business and ability to provide our products and services. Certain states also impose stricter requirements for processing certain personal data, including sensitive information, such as conducting data privacy impact assessments. The U.S. state comprehensive privacy laws allow for statutory fines for noncompliance.
Similar laws are being considered in several other states, as well as at the federal and local levels, and we expect more states to pass similar laws in the future. These developments further complicate compliance efforts, and increase legal risk and compliance costs for us and the third parties that we work with.
In addition to data privacy and security laws, we are bound by other contractual obligations related to data privacy and security, and our efforts to comply with such obligations may not be successful.
We publish privacy policies, marketing materials and other statements, such as compliance with certain certifications or self-regulatory principles, regarding data privacy and security, and if these statements are found to be deficient, lacking in transparency, deceptive, unfair, misleading or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators, or other adverse consequences.
Obligations related to data privacy and security (and consumers’ data privacy expectations) are quickly changing, becoming increasingly stringent, and creating uncertainty. Additionally, these obligations may be subject to differing applications and interpretations, which may be inconsistent or conflict among jurisdictions. Preparing for and complying with these obligations has in the past and may in the future require us to devote significant resources and may necessitate changes to our services, information technologies, systems, and practices and to those of any third parties that we work with.
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We, our personnel, or the third parties that we work with may at times fail (or be perceived to have failed) in our efforts to comply with our data privacy and security obligations, which could negatively impact our business operations and lead to significant consequences, including but not limited to: government enforcement actions (e.g., investigations, fines, penalties, audits, inspections and similar); litigation (including class-action claims) and mass arbitration demands; additional reporting requirements and/or oversight; bans on processing personal data; and orders to destroy or not use personal data. Any of these events could have a material adverse effect on our reputation, business, or financial condition, including but not limited to: loss of customers; inability to process personal data or to operate in certain jurisdictions; limited ability to develop or commercialize our products; expenditure of time and resources to defend any claim or inquiry; adverse publicity; or substantial changes to our business model or operations.
Our business benefits in part from federal, state, provincial and local government support for renewable energy, and a decline in such support could harm our business.
We benefit in part from legislation and government policies, incentives, mandates or other programs that support renewable energy, and energy storage projects that enhance the economic feasibility of our solar energy projects. This support includes legislation and regulations that encourage or in some cases require other customers to procure power from renewable or low-emission sources or otherwise to procure our services; and provide us or our customers with tax and other incentives that reduce our costs or increase our revenues. For example, the IRA contains many provisions intended to incentivize domestic clean energy investment, clean energy production and manufacturing of necessary components. However, it is unclear whether these initiatives will create sufficient incentives for projects or result in increased demand for our services. In addition, some of these government mandates and economic incentives are scheduled to be reduced or to expire, or could be eliminated altogether, while others are scheduled to be extended or expanded. For example, in January 2025, the current administration issued several executive orders aimed at revoking climate policies and announced an intent to repeal green energy tax credits. We expect there to be additional changes related to climate policy under the current administration, including additional executive orders, federal regulations, programs and other federal actions, however, we cannot currently predict when or if the current administration or Congress will act, the form of the action, the extent to which any such action may replace or revoke prior administration policies, or the impact of those actions on our business. There can be no assurance that government support for renewable energy will continue, that favorable legislation will pass, or that the electricity produced by renewable energy investments will continue to qualify for support through renewable portfolio standards programs. The elimination of, or reduction in, ongoing federal, state, provincial and local government support for renewable energy could have a material adverse effect on our business, financial condition and results of operations could be adversely affected.
Legislative or regulatory actions relating to renewable energy may impact demand for our services, our ability to remain in compliance with applicable laws and our cost of operations.
We are subject to laws, regulations and rules enacted by national, regional and local governments. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations and rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. For example, on January 20, 2025, the current administration signed an executive order to withdraw the U.S. from United Nations Framework Convention on Climate Change, marking a significant shift in U.S. climate policy. It remains unclear what further actions the federal government may take with respect to domestic and international regulations, programs and initiatives that could affect demand for or the economic viability of renewable energy infrastructure. Failure to comply with applicable laws, regulations and rules, as interpreted and applied, could have a material adverse effect on our business and results of operations.
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In addition, laws and regulations impacting our customers may affect the demand for our products. Because most of our revenue is expected to be derived from the energy and industrial market sectors, regulatory and environmental requirements affecting those industries could adversely affect our business, financial condition, results of operations and cash flows. Customers in the industries we serve, including oil & gas companies and power providers, face stringent regulatory and environmental requirements, as well as permitting processes, as they implement plans for their projects, which may result in delays, reductions and cancellations of some of their projects. Our customers’ energy procurement policies may prohibit or limit their willingness to procure our products. Our business prospects may be negatively impacted if we are prevented from completing new installations or our installations become more costly as a result of laws, regulations, ordinances, or rules applicable to our products. These regulatory factors may result in decreased demand for our services, potentially impacting our operations and our ability to grow.
Opportunities associated with government contracts could lead to increased governmental regulation applicable to us.
Most government contracts are awarded through a regulated competitive bidding process, including the award we received from the DOE to deploy our renewable energy technology in California. We may incur significant costs associated with bidding for government contracts before we realize any revenues from these contracts. Government agencies may review a contractor’s performance, cost structure and compliance with applicable laws, regulations and standards. If government agencies determine through these reviews that costs were improperly allocated to specific contracts, they will not reimburse the contractor for those costs or may require the contractor to refund previously reimbursed costs. If government agencies determine that we engaged in improper activity, we may be subject to civil and criminal penalties. Government contracts are also subject to renegotiation of profit and termination by the government prior to the expiration of the term.
Risks Related to Ownership of Shares and Warrants
Our common stock and Public Warrants have been delisted from the NYSE and are not listed on any other national securities exchange.
Our common stock and Public Warrants were delisted from the NYSE on June 20, 2024. We can provide no assurance that we will be able to, re-list our common stock or the Public Warrants on a national securities exchange or that there will be an active market for these securities on the over-the-counter (“OTC”) market. Moreover, without an active trading market, the market price of our securities may be extremely volatile and not reflective of the market price that would be seen on a more active trading market. For so long as our common stock is limited to trading on the OTC market, we and our stockholders could face significant negative consequences including:
•limited availability of market quotations for our securities;
•a reduction in the number of investors willing to hold or acquire our common stock, which would negatively impact our ability to access equity markets and obtain financing;
•a determination that the common stock is a “penny stock” which would require brokers trading in the common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of common stock;
•a limited amount of analyst coverage;
•a decreased ability to issue additional securities or obtain additional financing in the future; and
•an impairment of our ability to provide equity incentives to our employees.
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Our stock price is subject to volatility, which could have a material adverse impact on investors and employee retention.
The price of our stock has experienced substantial price volatility and may continue to do so in the future. From January 1, 2024 to March 20, 2025, our stock price fluctuated between a low of $0.85 per share and a high of $3.90 per share. Additionally, the energy and technology industries, and the stock market as a whole have, from time to time, experienced extreme stock price and volume fluctuations that have affected stock prices in ways that may have been unrelated to the performance of the companies’ in these sectors. We believe the price of our stock should reflect expectations of future growth and profitability. If we fail to meet expectations related to future growth, profitability, or other market expectations, the price of our stock may decline significantly, which could have a material adverse impact on investor confidence and employee retention.
We may redeem our outstanding Public and Private Warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making such warrants worthless.
As of December 31, 2024, we had Public Warrants and private placement warrants (“Private Warrants,” and together with the Public Warrants, the “Public and Private Warrants”) outstanding. We may redeem our outstanding Public Warrants at a price of $0.35 per warrant, provided that the last reported sales price of our common stock equals or exceeds $630.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. We may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
In addition, we may redeem all (but not less than all) of our outstanding Public and Private Warrants at a price of $3.50 per warrant if the following conditions are satisfied: (i) the last reported sale prices of our common stock equals or exceeds $350.00 (as may be adjusted for stock splits, stock dividends, reorganizations, recapitalizations or the like) on the trading day prior to the date of the notice; (ii) the Private Warrants are also concurrently exchanged at the same price as the outstanding Public Warrants; and (iii) there is an effective registration statement covering the issuance of the shares of our common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.
In either case, the redemption of our outstanding Public and Private Warrants could force the warrant holders (i) to exercise their warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so, (ii) to sell their warrants at the then-current market price when they might otherwise wish to hold their warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of their warrants. The value received upon exercise of the warrants (i) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants, including because the number of shares of common stock received is capped at 0.01 shares of our common stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants. Refer to Note 4—Warrants for additional information about our Public and Private Warrants.
We have outstanding Public and Private Warrants that are exercisable into our common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.
We have outstanding Public and Private Warrants to purchase an aggregate of 244,762 shares of our common stock that are currently exercisable. The exercise price of the Public and Private Warrants is $402.50 per share, or approximately $98.5 million in the aggregate for all shares underlying these warrants, assuming none of the warrants are exercised through “cashless” exercise. To the extent such warrants are exercised, additional shares of our common stock will be issued, which will result in dilution to holders of our common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of our common stock. However, there is no guarantee that the Public and Private Warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.
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We may be subject to securities litigation, which is expensive and could divert management attention.
The market price of our common stock has been volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention and resources from other business concerns and could also require us to make substantial payments to satisfy judgments or to settle litigation either of which could seriously harm our business.
General Risk Factors
Our stockholders may not be able to enforce judgments entered by U.S. courts against certain of our directors.
We are incorporated in the State of Delaware. However, some of our directors may reside outside of the U.S. As a result, our stockholders may not be able to effect service of process upon those persons within the U.S. or enforce against those persons judgments obtained in U.S. courts.
Anti-takeover provisions contained in our second amended and restated certificate of incorporation as well as provisions of Delaware law, could impair a takeover attempt.
Our second amended and restated certificate of incorporation (“Certificate of Incorporation”) contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. These provisions include:
•no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
•a classified Board with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our Board;
•the right of our Board to elect a director to fill a vacancy created by the expansion of our Board or the resignation, death or removal of a director in certain circumstances, which prevents stockholders from being able to fill vacancies on our Board;
•a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; and
•the requirement that a meeting of stockholders may only be called by members of our Board or the stockholders holding a majority of our shares, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors.
These provisions, alone or together, could delay hostile takeovers and changes in control or changes in our Board or our management.
As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation Law (“DGCL”), which prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations without approval of the holders of substantially all of our common stock. Any provision of our Certificate of Incorporation or bylaws or Delaware law that has the effect of delaying or deterring a change of control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.
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Our Certificate of Incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware and the U.S. federal district courts will be the sole and exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, stockholders or employees.
Our Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our Certificate of Incorporation or bylaws, or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, except any action (A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction.
Our Certificate of Incorporation also provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Furthermore, Section 22 of the Securities Act establishes concurrent jurisdiction for federal and state courts over Securities Act claims. Accordingly, both state and federal courts have jurisdiction to hear such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our Certificate of Incorporation also provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the U.S. will be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.
While the Delaware courts have determined that such choice of forum provisions are facially valid and several state trial courts have enforced such provisions and required that suits asserting Securities Act claims be filed in federal court, there is no guarantee that courts of appeal will affirm the enforceability of such provisions and a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our Certificate of Incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions. If a court were to find either exclusive forum provision in our Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with litigating Securities Act claims in state court, or both state and federal court, which could seriously harm our business, financial condition, results of operations and prospects.
Any person or entity purchasing or otherwise acquiring or holding or owning (or continuing to hold or own) any interest in any of our securities shall be deemed to have notice of and consented to the forum provisions in our Certificate of Incorporation. Although we believe these exclusive forum provisions benefit us by providing increased consistency in the application of Delaware law and federal securities laws in the types of lawsuits to which each applies, the exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our current or former directors, officers, stockholders or other employees, which may discourage such lawsuits with respect to such claims. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder as a result of our exclusive forum provisions.
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The warrant agreement governing our Public and Private Warrants designates the courts of the State of New York or the U.S. District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of the warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
Our Public and Private Warrants are issued in registered form under a warrant agreement between us and Continental Stock Transfer & Trust Company, as warrant agent. The warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the U.S. District Court for the Southern District of New York and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the U.S. federal district courts are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the U.S. District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”) and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.
This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and Board.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk Management and Strategy
We have implemented and maintain various information security processes and technologies designed to identify, assess and manage material risks from cybersecurity threats to our computer networks, third-party hosted services, communications systems, hardware and software, and our critical data, including intellectual property and confidential information that is proprietary, strategic or competitive in nature (“Information Systems and Data”).
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Our Chief Information Security Officer (“CISO”) and the information security team, in conjunction with our legal team and third-party service providers, help identify, assess and manage Heliogen’s cybersecurity threats and risks. Our CISO and the information security team identify and assess risks from cybersecurity threats by monitoring and evaluating our threat environment using various methods from time to time, including, for example: conducting vulnerability assessments to identify vulnerabilities; conducting scans of corporate devices and network infrastructure; analyzing reports of potential, known and identified threats and actors; using automated and manual tools to monitor for, identify, or evaluate threats and risks; conducting audits and threat assessments; subscribing to reports and services that help identify cybersecurity threats; using third-party threat assessments and external intelligence feeds; and evaluating our Company’s and our industry’s risk profile.
We implement and maintain technical, physical, and organizational measures, processes, and/or policies, depending on the environment, designed to manage and mitigate material risks from cybersecurity threats to our Information Systems and Data, including, for example: dedicated cybersecurity staff; an incident response plan and policy; a vulnerability management policy; risk assessment process; processes and policies to address access to systems and networks; physical security protocols; processes for asset management; encryption of certain company data, systems, and networks; penetration testing; and employee training. We also maintain cybersecurity insurance.
We use third-party service providers to assist us from time to time to identify, assess, and manage risks from cybersecurity threats, including professional services firms, cybersecurity consultants, managed cybersecurity service providers and penetration testing firms.
We recognize that cybersecurity risks extend to third-party service providers that access or manage our Information Systems and Data. Depending on the nature of the services provided, the sensitivity of the Information Systems and Data at issue, and the identity of the provider, our third-party risk management program may involve different levels of assessment designed to help identify cybersecurity risks associated with a provider, including due diligence reviews, contractual security requirements, ongoing monitoring, and audits designed to evaluate vendors’ security controls against our security standards. Additionally, we conduct third-party penetration testing and security reviews on critical service providers.
For a description of the risks from cybersecurity threats that may materially affect Heliogen and how they may do so, see our risk factors under “Item 1A. Risk Factors” contained in Part I of this Annual Report, including “If our information technology systems or those of third parties upon which we rely, or our data are or were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; and other adverse consequences.”
Governance
Our cybersecurity risk assessment and management processes are overseen by Heliogen leadership, including our CISO , who has over 30 years of experience in military and enterprise security, regulatory compliance and risk management. Our CISO is responsible for establishing and maintaining our information security framework, integrating cybersecurity risk considerations into our enterprise risk management strategy, and regulatory compliance.
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The Audit Committee receives periodic reports from the CISO and information security team on significant cybersecurity threats, risk mitigation strategies and company-wide security initiatives. The Audit Committee is briefed quarterly on cybersecurity risks, controls and incident response activities. In addition, the Board periodically consults with external cybersecurity advisors for updates regarding evolving cybersecurity threats and best practices, and we conduct annual cybersecurity awareness training for executives and Board members to enhance their understanding of cybersecurity risks and related regulatory obligations.
Item 2. Properties
As of December 31, 2024, our principal properties consisted of the following:
Nature | Location | Held | Lease End Term | |||||||||||||||||
Corporate headquarters | Pasadena, California | Lease | May 2026 | |||||||||||||||||
| Corporate offices | Houston, Texas | Lease | August 2026 | |||||||||||||||||
Manufacturing Facility (1) | Long Beach, California | Lease | September 2026 | |||||||||||||||||
Developmental property | Plains, Texas | Lease | September 2033 | |||||||||||||||||
(1)In February 2025, the lease in Long Beach, California for our Manufacturing Facility was terminated.
Item 3. Legal Proceedings
Information relating to various commitments and contingencies is described in Note 16—Commitments and Contingencies to our consolidated financial statements in Part II, Item 8 of this Annual Report and the information discussed therein is incorporated by reference into this Part I, Item 3.
Item 4. Mine Safety Disclosures
None.
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Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock and Public Warrants are traded on the OTC market under the symbol “HLGN” and “HLGNW,” respectively. Prior to November 8, 2023, our common stock and Public Warrants were traded on the NYSE under the symbol “HLGN” and “HLGN.W,” respectively. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not necessarily represent actual transactions.
Holders of Record
As of March 20, 2025, we had 486 stockholders of record of our common stock and 4 holders of record of our Public and Private Warrants.
The actual number of stockholders of our common stock and Public and Private Warrants is greater than this number of record holders and includes holders who are beneficial owners but whose shares of common stock or Public and Private Warrants are held in “street name” by banks, brokers and other nominees.
Dividend Policy
We currently do not pay dividends on our common stock, and we do not anticipate paying cash dividends in the foreseeable future. Payment of cash dividends, if any, in the future will be at the discretion of our Board and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our Board may deem relevant.
Recent Sales of Unregistered Equity Securities
None.
Issuer Purchases of Equity Securities
None.
Item 6. [Reserved]
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following management’s discussion and analysis (“MD&A”) provides information that management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition and includes forward-looking statements that involve risks, uncertainties and assumptions. This section should be read in conjunction with Part I of this Annual Report, the consolidated financial statements and related notes included in Part II Item 8 in this Annual Report and the section titled “Cautionary Note Regarding Forward-Looking Statements” included in the fore-part in this Annual Report.
Overview
Heliogen is a renewable energy technology company focused on delivering round-the-clock, low-carbon energy production, using concentrated sunlight and thermal energy storage to deliver cost-effective, load-following, high-capacity factor thermal and electric energy.
We are undergoing a significant transition to align our operating structure with a technology-centric business model, as we prioritize the commercial deployment of our energy solutions by focusing on the development and implementation of our enhanced concentrated solar energy technology and thermal energy storage. We also offer engineering, research and development (“R&D”), maintenance and project development support to third parties seeking reliable, low-carbon energy and storage solutions.
Results of Operations
We have historically incurred operating losses as we are in the early stages of commercializing our technology and investing in the R&D and infrastructure necessary to achieve our goals. However, we remain focused on achieving sufficient scale and efficiency improvements through technological progress and additional learning to ultimately achieve profitability.
Certain Factors Affecting our Financial Results
Capella Project. In March 2022, we entered into a commercial-scale demonstration agreement (“CSDA”) to engineer and construct a 5 MW commercial-scale concentrated solar energy facility (the “Capella Project”) with Woodside Energy USA Inc. (“Woodside”) in Mojave, California with a total transaction price of $45.5 million and received an award from the U.S. Department of Energy (the “DOE”) of up to $39.0 million (the “DOE Award”) to support the Capella Project, of which up to $3.9 million was allocated to be paid directly by the DOE to another party providing services under the DOE Award at our direction. During the year ended December 31, 2022, we recognized contract loss provisions of $33.8 million, which reflected our best estimate of the full expected loss on the Capella Project at the respective time given the consideration expected to be realized under the CSDA and the DOE Award relative to the total estimated cost at completion.
In the fourth quarter of 2023, we adjusted the Capella Project estimate after completing the front-end engineering and design phase. As a result of the adjustment to the Capella Project estimate, we recorded an unfavorable cumulative adjustment to project revenue of $3.4 million and recognized additional contract loss provisions of $52.9 million during the year ended December 31, 2023. In January 2024, we executed a change order to the CSDA with Woodside that extended the expected completion date for the Capella Project in order to provide us more time for value engineering to explore additional cost saving and funding opportunities.
In the fourth quarter of 2024, after completing value engineering for the next phase of the Capella Project, Heliogen and Woodside decided not to pursue construction of the facility due to escalated costs. Effective in December 2024, we received notice of termination of the CSDA from Woodside. As a result of the decision to not pursue construction of the Capella Project, we have begun the process to close out the DOE Award and we do not anticipate receiving any additional funds.
At the time that the Capella Project was canceled, we had no remaining performance obligations under the CSDA and we recorded a favorable cumulative adjustment to project revenue of $17.5 million during the year ended December 31, 2024. Additionally, we reduced the remaining contract loss provision liability to zero on our consolidated balance sheet as of December 31, 2024 and recognized a favorable adjustment to the contract loss provision of $74.1 million on our consolidated statement of operations during the year ended December 31, 2024.
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Manufacturing Facility Closure. In May 2024, we implemented a targeted plan, which included a workforce reduction, the closing of our manufacturing facility in Long Beach, California, (the “Manufacturing Facility”) and a reduction in third-party costs. These actions were intended to further reduce structural costs and operating expenses and better align our operating structure for commercialization with a technology-centric business model.
In connection with the targeted plan, we incurred a total of $5.1 million impairment and other charges during the year ended December 31, 2024 consisting of $1.1 million of costs associated with closing our Manufacturing Facility, including a right-of-use asset impairment and other related costs, $3.4 million of other asset impairment charges and $0.6 million of employee transition, severance payments and related benefits.
Texas Steam Plant. In October 2023, we executed a land lease in Plains, Texas (the “Texas Steam Plant Lease”) and initiated construction on a Heliogen steam plant in the Permian Basin (the “Texas Steam Plant”). The Texas Steam Plant would have demonstrated the operation of our technology at a larger scale than our R&D facility in Lancaster, California (the “R&D Facility”) and would have demonstrated the operation of our internally designed steam-generating receiver integrated with our heliostat field and control system. During the year ended December 31, 2024, we made significant progress toward mechanical completion, however, in the fourth quarter, in order to conserve cash and in light of the shifting landscape following the United States (“U.S.”) presidential election, we made the decision to halt construction of the Texas Steam Plant. As a result of halting construction on the Texas Steam Plant, we recorded a right-of-use asset impairment of $0.5 million associated with the Texas Steam Plant Lease during the year ended December 31, 2024.
Comparison of the Years Ended December 31, 2024 and 2023
| Year Ended December 31, | ||||||||||||||||||||||||||
| $ in thousands | 2024 | 2023 | $ Change | % Change | ||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||||
| Services revenue | $ | 19,844 | $ | 888 | $ | 18,956 | 2,135 | % | ||||||||||||||||||
| Grant revenue | 3,380 | 3,557 | (177) | (5) | % | |||||||||||||||||||||
| Total revenue | 23,224 | 4,445 | 18,779 | |||||||||||||||||||||||
| Cost of revenue: | ||||||||||||||||||||||||||
| Cost of services revenue (including depreciation) | 4,655 | 3,677 | 978 | 27 | % | |||||||||||||||||||||
| Cost of grant revenue | 3,380 | 3,517 | (137) | (4) | % | |||||||||||||||||||||
| Contract loss (adjustments) provisions | (74,117) | 52,854 | (126,971) | (240) | % | |||||||||||||||||||||
| Gross profit (loss) | 89,306 | (55,603) | 144,909 | |||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Selling, general and administrative | 36,320 | 49,495 | (13,175) | (27) | % | |||||||||||||||||||||
| Research and development | 16,335 | 21,028 | (4,693) | (22) | % | |||||||||||||||||||||
| Impairment and other charges | 7,024 | 8,934 | (1,910) | (21) | % | |||||||||||||||||||||
| Operating income (loss) | 29,627 | (135,060) | 164,687 | |||||||||||||||||||||||
| Interest income | 2,299 | 1,448 | 851 | 59 | % | |||||||||||||||||||||
| Gain on warrant remeasurement | 66 | 542 | (476) | (88) | % | |||||||||||||||||||||
| Other income, net | 561 | 3,473 | (2,912) | (84) | % | |||||||||||||||||||||
| Net income (loss) before taxes | 32,553 | (129,597) | 162,150 | |||||||||||||||||||||||
| Provision for income taxes | (6) | (1) | (5) | 500 | % | |||||||||||||||||||||
| Net income (loss) | $ | 32,547 | $ | (129,598) | $ | 162,145 | ||||||||||||||||||||
Revenue and Gross Profit (Loss)
During the year ended December 31, 2024, we recognized total revenue of $23.2 million, an increase of $18.8 million compared to total revenue of $4.4 million for the year ended December 31, 2023.
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We recognized services revenue of $19.8 million during the year ended December 31, 2024, an increase of $19.0 million compared to services revenue of $0.9 million for the year ended December 31, 2023. The increase was primarily driven by the decision to not move forward with the Capella Project and the termination of the CSDA, which resulted in a favorable cumulative adjustment of $17.5 million recorded to services revenue during the fourth quarter of 2024. Additionally, the increase was due to an unfavorable cumulative adjustment of $3.4 million recorded during the fourth quarter of 2023 to services revenue, as a result of changes in the Capella Project estimate at that time.
We recognized grant revenue of $3.4 million during the year ended December 31, 2024, a decrease of $0.2 million compared to grant revenue of $3.6 million for the year ended December 31, 2023. The decrease was driven by a decrease in reimbursable costs incurred on the Capella Project under the DOE Award, which was partially offset by the approval of the proposed budget modification by the DOE for the Capella Project, which did not change the DOE Award amount but resulted in more favorable cost sharing ratios and indirect rates for the year ended December 31, 2024.
During the year ended December 31, 2024, we recognized a gross profit of $89.3 million, a change of $144.9 million compared to a gross loss of $55.6 million for the year ended December 31, 2023. In addition to the increase in services revenue recognized year over year discussed above, we recognized a favorable adjustment to the contract loss provision of $74.1 million as a result of the termination of the CSDA during the year ended December 31, 2024 compared to the recognition of additional contract loss provisions of $52.9 million during the year ended December 31, 2023, primarily associated with the completion of the front-end engineering and design phase on the Capella Project.
Selling, General and Administrative
The following table summarizes selling, general and administrative (“SG&A”) expenses:
| Year Ended December 31, | |||||||||||||||||
| $ in thousands | 2024 | 2023 | $ Change | ||||||||||||||
| Employee compensation, excluding share-based compensation | $ | 12,906 | $ | 22,453 | $ | (9,547) | |||||||||||
| Share-based compensation | 2,276 | (6,464) | 8,740 | ||||||||||||||
| Collaboration Warrants | — | 1,981 | (1,981) | ||||||||||||||
| Other selling, general and administrative | 21,138 | 31,525 | (10,387) | ||||||||||||||
| Total selling, general and administrative | $ | 36,320 | $ | 49,495 | $ | (13,175) | |||||||||||
During the year ended December 31, 2024, we recognized SG&A expense of $36.3 million, a decrease of $13.2 million compared to SG&A expense of $49.5 million for the year ended December 31, 2023. The decrease was primarily driven by a decrease of $10.4 million in other SG&A expense primarily driven by a decrease in professional and consulting fees and other discretionary spending as we focused on reducing third-party costs. Additionally, there was a decrease of $9.5 million in employee compensation due to headcount reductions and a decrease of $2.0 million in Collaboration Warrants which were fully impaired in the fourth quarter of 2023. The decrease was partially offset by a $8.7 million increase in share-based compensation primarily due to a one-time reversal of share-based compensation of $12.5 million during the first quarter of 2023, as a result of stock options forfeited in connection with the termination of our former Chief Executive Officer.
Research and Development
The following table summarizes R&D expenses:
| Year Ended December 31, | |||||||||||||||||
| $ in thousands | 2024 | 2023 | $ Change | ||||||||||||||
| Employee compensation, excluding share-based compensation | $ | 8,521 | $ | 9,640 | $ | (1,119) | |||||||||||
| Share-based compensation | 191 | 750 | (559) | ||||||||||||||
| Other research and development | 7,623 | 10,638 | (3,015) | ||||||||||||||
| Total research and development | $ | 16,335 | $ | 21,028 | $ | (4,693) | |||||||||||
35
During the year ended December 31, 2024, we recognized R&D expense of $16.3 million, a decrease of $4.7 million compared to R&D expense of $21.0 million for the year ended December 31, 2023. The decrease was primarily driven by a decrease of $3.0 million in other R&D expense as we focused spending on strategic R&D projects, a decrease of $1.1 million in employee compensation primarily due to headcount reductions and a decrease of $0.6 million in share-based compensation expense due to forfeitures.
Impairment and Other Charges
During the year ended December 31, 2024, we recognized impairment and other charges of $7.0 million, consisting of $3.4 million to property, plant and equipment related to leasehold improvements, machinery and equipment and other fixed assets located at our Manufacturing Facility, $2.0 million of employee severance and related benefits associated with workforce reductions, $1.1 million of costs associated with closing our Manufacturing Facility, including a right-of-use asset impairment and other related costs, and a right-of-use asset impairment of $0.5 million associated with the Texas Steam Plant Lease.
During the year ended December 31, 2023, we recognized impairment and other charges of $8.9 million, consisting of $5.3 million to fully impair the remaining book value of our Collaboration Warrants, $1.5 million to fully impair the remaining book value of our cloud computing implementation costs, $1.0 million to fully impair goodwill due to a sustained decrease in our market capitalization and $1.2 million expense for employee severance and related benefits. Refer to Note 13—Impairment and Other Charges for additional information.
Interest Income
During the year ended December 31, 2024, we recognized interest income of $2.3 million, an increase of $0.9 million compared to interest income of $1.4 million for the year ended December 31, 2023. The increase is primarily attributable to an increase in our cash equivalent balances held in high interest yield accounts and the rising interest rate environment for our investments.
Warrant Remeasurement
During the year ended December 31, 2024, we recognized a gain of $0.1 million related to the change in fair value of our outstanding Public and Private Warrants, a decrease of $0.5 million compared to a gain of $0.5 million for the year ended December 31, 2023. The change in fair value of the Public and Private Warrants are highly correlated to changes in our stock price.
Other Income, Net
During the year ended December 31, 2024, we recognized other income of $0.6 million, a decrease of $2.9 million compared to other income of $3.5 million for the year ended December 31, 2023. The decrease is primarily attributable to a decrease of $2.9 million in accretion income related to our investments in available-for-sale securities.
Liquidity and Capital Resources
Our principal sources of liquidity are cash and cash equivalents, which are short-term in duration and highly liquid, and cash receipts from customers and government grants. Our principal uses of cash are expenditures related to project development and completion, as well as R&D and SG&A expenditures in support of our technology development and operational support.
As of December 31, 2024, we had liquidity of $36.9 million, consisting of cash and cash equivalents and no debt. As of March 20, 2025, we had liquidity of $31.5 million, consisting of cash and cash equivalents and no debt.
36
Going Concern
The accompanying financial statements have been prepared assuming we will continue as a going concern. As of December 31, 2024, our liquidity was $36.9 million and we had an accumulated deficit of $405.6 million. During the year ended December 31, 2024, we used cash in operations of $38.8 million. We expect to continue to generate operating losses and have significant cash outflows from operating activities for at least the next few years. Based on our liquidity position as of December 31, 2024 and our current forecast of operating results and cash flows, we anticipate that we may not have sufficient resources to fund our cash obligations for the next 12 months after the issuance date of this Annual Report. These factors raise substantial doubt about our ability to continue as a going concern. We have evaluated the conditions discussed above and we are taking various steps in an effort, to alleviate them, including the following actions.
In the second quarter of 2024, we made the strategic decision to implement a targeted plan, which included a workforce reduction, the closing of our Manufacturing Facility, and a reduction in third-party costs. These actions were intended to further reduce structural costs and operating expenses and better align our operating structure for commercialization with a technology-centric business model.
In the fourth quarter of 2024, in an effort to conserve cash and in light of the shifting landscape following the U.S. presidential elections, we made the decision to halt construction of our Texas Steam Plant and close our R&D Facility. Furthermore, in December 2024, after completing value engineering for the next phase of the Capella Project, Heliogen and Woodside decided not to pursue construction of the facility due to escalated costs.
We plan to continue to explore cost saving opportunities, while also engaging with a financial advisor to explore and evaluate strategic transactions, which could include, among other things, acquisitions, divestitures, a merger or sale and partnerships.
No assurance can be given that any future strategic transactions will be completed on terms that are satisfactory to us, if at all. If we are unable to effectively implement any of our plans, we may be forced to delay, reduce or eliminate more of our commercialization efforts, product expansion or R&D programs and our business, financial condition and results of operations could be materially and adversely affected. Assuming no additional funding and based on our current operating and development plans, we expect that existing liquidity as of the date of this filing will be sufficient to fund currently anticipated operating expenses into the first quarter of 2026.
Summary of Cash Flows
The following table provides a summary of our cash flows:
| Year Ended December 31, | ||||||||||||||
| $ in thousands | 2024 | 2023 | ||||||||||||
| Net cash used in operating activities | $ | (38,849) | $ | (71,644) | ||||||||||
| Net cash provided by investing activities | 13,142 | 86,654 | ||||||||||||
| Net cash provided by (used in) financing activities | (59) | 1,331 | ||||||||||||
Net Cash from Operating Activities. Net cash used in operating activities was $38.8 million for the year ended December 31, 2024 compared to net cash used in operating activities of $71.6 million for the year ended December 31, 2023. The $32.8 million decrease in the net cash used in operating activities was primarily driven by reductions in headcount and discretionary spending as we focused on cost saving opportunities.
Net Cash from Investing Activities. Net cash provided by investing activities was $13.1 million for the year ended December 31, 2024 compared to net cash provided by investing activities of $86.7 million for the year ended December 31, 2023. For the year ended December 31, 2024, we received net proceeds from the maturities of available-for-sale securities of $12.5 million to fund our operations and proceeds from the sale of property, plant and equipment of $0.9 million, partially offset by capital expenditures of $0.3 million. For the year ended December 31, 2023, we received net proceeds from the maturities of available-for-sale securities of $87.9 million to fund our operations, partially offset by capital expenditures of $1.3 million.
37
Net Cash from Financing Activities. Net cash used in financing activities was $0.1 million for the year ended December 31, 2024 compared to net cash provided by financing activities of $1.3 million for the year ended December 31, 2023. For the year ended December 31, 2024, we paid $95 thousand related to taxes for net-share settlement of share-based compensation, partially offsets by proceeds of $33 thousand associated with our employee stock purchase plan. For the year ended December 31, 2023, we received proceeds of $1.2 million from stock option exercises and proceeds of $0.2 million associated with our employee stock purchase plan.
Cash Requirements
Our material cash requirements from known contractual and other obligations include:
Operating Lease Liabilities. Our long-term operating leases are primarily for real estate. Refer to Note 9—Leases to our consolidated financial statements in Part II, Item 8 of this Annual Report, for additional information regarding maturity analysis of our operating leases.
Critical Accounting Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results could differ from those estimates and assumptions. The following are considered critical to our consolidated financial statements because they require the most difficult, subjective or complex judgments, often because of the need to make estimates about matters that are inherently uncertain. We analyze our estimates on a periodic basis and base our estimates on historical experience and various other assumptions that we believe are reasonable under the circumstances. Our significant accounting policies are included in Note 2—Significant Accounting Policies.
Impairment of Long-lived Assets
We assess long-lived assets classified as “held and used,” including our property, plant and equipment and right-of-use assets for impairment whenever events or changes in circumstances arise, including consideration of technological obsolescence, which may indicate that the carrying amount of such assets may not be recoverable. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.
When impairment indicators are present, we compare undiscounted future cash flows, including the eventual disposition of the asset group at market value, to the asset group’s carrying value to determine if the asset group is recoverable. If the carrying value of the asset group exceeds the undiscounted future cash flows, we measure any impairment by comparing the fair value of the asset group to its carrying value. Fair value is generally determined by considering (i) internally developed discounted cash flows for the asset group, (ii) third-party valuations, and/or (iii) information available regarding the current market value for such assets. If the fair value of an asset group is determined to be less than its carrying value, an impairment in the amount of the difference is recorded in the period that the impairment indicator occurs. Estimating future cash flows requires significant judgment and such projections may vary from the cash flows eventually realized.
Revenue Recognition
We recognize project revenue over time as work is performed using the incurred costs method, which we believe is the method that most accurately reflects our progress toward satisfaction of the performance obligation. Under this method, revenue arising from fixed-price contracts is recognized as work is performed based on the ratio of costs incurred to date compared to the total estimated costs at completion of the performance obligations. We account for contract modifications prospectively when the remaining goods or services are distinct and on a cumulative catch-up basis when the remaining goods or services are not distinct.
38
Contract Estimates
Incurred costs include all direct material, labor and subcontract costs, and those indirect costs related to contract performance, such as indirect labor, supplies and tools. Other costs for inventoried items, such as heliostats, are included in incurred costs when the item has been installed by being permanently attached or fitted. Cost-based input methods of revenue recognition require us to make estimates of net contract revenues and costs to complete the projects. In making such estimates, significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives, liquidated damages and other payments to customers. Significant judgment is also required to evaluate assumptions related to the costs to complete the projects, including materials, labor, contingencies and other system costs. If a change in facts or circumstances occurs, the estimates will be adjusted, and the revenue recognized to date will be adjusted based on the revised estimates. Differences between the cumulative revenue recognized based on the previous estimates and the revenue recognized based on the revised estimates are recognized as an adjustment to revenue in the period in which the change in estimate occurs under the cumulative catch-up method.
If the estimated total costs on any contract are greater than the net contract revenues, we recognize the entire estimated loss in the period the loss becomes known and present such losses as contract loss provisions. Following recognition of contract loss provisions, we amortize the loss recognized in future periods as a reduction to cost of revenues using a similar method of measuring progress for each contract as done for revenue being recognized. We recognize changes in estimated contract revenue or total estimated costs and the resulting adjustment in the contract loss provision on a cumulative basis.
Fair Value Measurements
We are required to measure the fair value of the Public and Private Warrants at the end of each reporting period. The Public Warrants are traded on an exchange and thus management uses the closing price of the warrants at each period end. In assessing the valuation of the Private Warrants, management assessed the value holders of the Private Warrants would receive in a redemption scenario and concluded that due to the make-whole exercise provision, the value of Private Warrants approximates the value of the Public Warrants. Thus, we have estimated the fair value of the Private Warrants based on the closing price of the Public Warrants.
Contingent consideration arrangements are classified as liabilities and are remeasured to fair value at each reporting period, with any change in fair value being recognized on the consolidated statement of operations. The estimated fair value of the contingent consideration is based primarily on estimates of meeting the applicable contingency conditions as per the terms of the agreement. Significant judgment related to the probability and timing of payment is required by management in estimating the fair value of the contingent consideration.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Item 10 of Regulation S-K and are not required to provide the information otherwise required under this item.
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Item 8. Financial Statements and Supplementary Data
| Page | |||||
Consolidated Balance Sheets as of December 31, 2024 and 2023 | |||||
Consolidated Statements of Operations for the years ended December 31, 2024 and 2023 | |||||
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024 and 2023 | |||||
Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2024 and 2023 | |||||
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 | |||||
40
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Heliogen, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Heliogen, Inc. and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders' equity (deficit) and of cash flows for the years then ended, including the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt About the Company's Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company expects to continue to generate operating losses and have significant cash outflows from operating activities that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
March 27, 2025
We have served as the Company’s auditor since 2022.
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Heliogen, Inc.
Consolidated Balance Sheets
($ in thousands, except share data)
| December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
ASSETS | |||||||||||
Cash and cash equivalents | $ | $ | |||||||||
| Short-term restricted cash | |||||||||||
Investments | |||||||||||
Receivables, net | |||||||||||
Inventories, net | |||||||||||
Prepaid and other current assets | |||||||||||
Total current assets | |||||||||||
Operating lease right-of-use assets | |||||||||||
Property, plant and equipment, net | |||||||||||
Long-term restricted cash | |||||||||||
Other long-term assets | |||||||||||
Total assets | $ | $ | |||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||||||||||
Trade payables | $ | $ | |||||||||
Accrued expenses and other current liabilities | |||||||||||
Contract liabilities | |||||||||||
| Contract loss provisions | |||||||||||
Total current liabilities | |||||||||||
Operating lease liabilities, non-current | |||||||||||
Other long-term liabilities | |||||||||||
Total liabilities | |||||||||||
Commitments and contingencies (Note 16) | |||||||||||
Stockholders’ equity (deficit) | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
Additional paid-in capital | |||||||||||
Accumulated other comprehensive loss | ( | ( | |||||||||
Accumulated deficit | ( | ( | |||||||||
Total stockholders’ equity (deficit) | ( | ||||||||||
Total liabilities and stockholders’ equity (deficit) | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
42
Heliogen, Inc.
Consolidated Statements of Operations
($ in thousands, except per share and share data)
| Year Ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Revenue: | |||||||||||
| Services revenue | $ | $ | |||||||||
| Grant revenue | |||||||||||
| Total revenue | |||||||||||
| Cost of revenue: | |||||||||||
| Cost of services revenue (including depreciation) | |||||||||||
| Cost of grant revenue | |||||||||||
| Contract loss (adjustments) provisions | ( | ||||||||||
| Total cost of revenue | ( | ||||||||||
| Gross profit (loss) | ( | ||||||||||
| Operating expenses: | |||||||||||
| Selling, general and administrative | |||||||||||
| Research and development | |||||||||||
| Impairment and other charges | |||||||||||
| Total operating expenses | |||||||||||
| Operating income (loss) | ( | ||||||||||
| Interest income | |||||||||||
| Gain on warrant remeasurement | |||||||||||
| Other income, net | |||||||||||
| Net income (loss) before taxes | ( | ||||||||||
| Provision for income taxes | ( | ( | |||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Earnings (loss) per share: | |||||||||||
Basic | $ | $ | ( | ||||||||
| Diluted | $ | $ | ( | ||||||||
| Weighted-average number of shares outstanding: | |||||||||||
Basic | |||||||||||
| Diluted | |||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
43
Heliogen, Inc.
Consolidated Statements of Comprehensive Income (Loss)
($ in thousands)
| Year Ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Other comprehensive income, net of taxes: | |||||||||||
| Unrealized gains on available-for-sale securities | |||||||||||
| Cumulative translation adjustment | ( | ||||||||||
| Total other comprehensive income, net of taxes | |||||||||||
| Comprehensive income (loss) | $ | $ | ( | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
44
Heliogen, Inc.
Consolidated Statements of Stockholders’ Equity (Deficit)
($ in thousands, except share data)
Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Equity (Deficit) | Total | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2022 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
| Share-based compensation | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Issuance of common stock under employee stock purchase plan | — | — | — | ||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Tax withholding related to vesting of restricted stock units | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||
| Payment for fractional shares in connection with the reverse stock split | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Vesting of warrants issued in connection with customer agreements | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Issuance of common stock under employee stock purchase plan | — | — | — | ||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Tax withholding related to vesting of restricted stock units | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||
| Vesting of warrants issued in connection with customer agreements | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
45
Heliogen, Inc.
Consolidated Statements of Cash Flows
($ in thousands)
| Year Ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||||||
Depreciation and amortization | |||||||||||
| Impairment charges | |||||||||||
| Provision for inventory reserve | |||||||||||
Share-based compensation | ( | ||||||||||
Change in fair value of warrants | ( | ( | |||||||||
| Change in fair value of contingent consideration | ( | ||||||||||
| Deferred income taxes | |||||||||||
| Non-cash operating lease expense | |||||||||||
Other non-cash operating activities | ( | ||||||||||
Changes in assets and liabilities: | |||||||||||
Receivables, net | |||||||||||
Inventories, net | ( | ||||||||||
Prepaid and other current assets | |||||||||||
Trade payables and accrued liabilities | ( | ||||||||||
Contract liabilities | ( | ||||||||||
| Change in contract loss provisions, net | ( | ||||||||||
Other non-current assets and liabilities | ( | ||||||||||
| Net cash used in operating activities | ( | ( | |||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
Capital expenditures | ( | ( | |||||||||
| Proceeds from sale of property, plant and equipment | |||||||||||
Purchases of available-for-sale securities | ( | ||||||||||
Maturities of available-for-sale securities | |||||||||||
| Net cash provided by investing activities | |||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Proceeds from exercise of stock options | |||||||||||
| Proceeds from issuance of common stock under employee stock purchase plan | |||||||||||
| Payment related to taxes for net-share settlement of share-based compensation | ( | ( | |||||||||
| Payment for fractional shares in connection with the reverse stock split | ( | ||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | ( | ||||||||||
Cash, cash equivalents and restricted cash at the beginning of the year | |||||||||||
Cash, cash equivalents and restricted cash at the end of the year | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
46
Heliogen, Inc.
Consolidated Statements of Cash Flows (continued)
($ in thousands)
| Year Ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
Reconciliation of cash, cash equivalents and restricted cash: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Short-term restricted cash | |||||||||||
| Long-term restricted cash | |||||||||||
Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
Non-cash investing and financing activities: | |||||||||||
Fair value of Project Warrants recognized in equity | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
47
Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
Note 1—Organization and Basis of Presentation
Background
Heliogen, Inc. and its subsidiaries (collectively, “Heliogen” or the “Company”), is a renewable energy technology company focused on delivering round-the-clock, low-carbon energy production, using concentrated sunlight and thermal energy storage to deliver cost-effective, load-following, high-capacity factor thermal and electric energy. Unless otherwise indicated or the context requires otherwise, references in our consolidated financial statements to “we,” “us,” or “our” and similar expressions refer to Heliogen.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of Heliogen and the subsidiaries it controls. All intercompany balances are eliminated in consolidation. Certain immaterial prior period amounts, such as severance costs, have been reclassified to conform to current period presentation. These changes did not have a material impact on our financial position or results of operations.
Liquidity and Going Concern
These financial statements have been prepared assuming the Company will continue as a going concern. This basis of accounting contemplates continuity of operations, realization of assets and satisfaction of liabilities and commitments in the normal course of business. These financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.
As of December 31, 2024, the Company had liquidity of $36.9 million, consisting of $36.9 million of cash and cash equivalents and no debt. During the year ended December 31, 2024, the Company used cash in operations of $38.8 million. The Company expects to continue to generate operating losses and have significant cash outflows from operating activities for at least the next few years. Based on these factors, the Company anticipates that it may not have sufficient resources to fund its cash obligations for the next 12 months after the issuance date of the consolidated financial statements, which raises substantial doubt about the Company’s ability to continue as a going concern. The Company has evaluated the conditions discussed above and is taking various steps in an effort, to alleviate them, including the following actions.
In the second quarter of 2024, the Company made the strategic decision to implement a targeted plan, which included a workforce reduction, the closing of the Company’s manufacturing facility in Long Beach, California, (the “Manufacturing Facility”) and a reduction in third-party costs. These actions were intended to further reduce structural costs and operating expenses and better align the Company’s operating structure for commercialization with a technology-centric business model, as the Company continued to explore and evaluate strategic alternatives with its third-party financial advisor.
In the fourth quarter of 2024, in an effort to conserve cash and in light of the shifting landscape following the United States (“U.S.”) presidential elections, the Company made the decision to halt construction of the steam plant in Plains, Texas (the “Texas Steam Plant”) and close its research and development (“R&D”) facility in Lancaster, California. Furthermore, in December 2024, after completing value engineering for the next phase of the commercial-scale concentrated solar energy facility to be built in Mojave, California (the “Capella Project”), Heliogen and Woodside Energy USA Inc. (“Woodside”) decided not to pursue construction of the facility due to escalated costs.
The Company is continuing to explore additional cost saving opportunities, while also engaging with a financial advisor to explore and evaluate strategic transactions, which could include, among other things, acquisitions, divestitures, a merger or sale and partnerships. No assurance can be given that any future strategic transactions will be completed on terms that are satisfactory to the Company.
48
Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
Emerging Growth Company
Note 2—Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and the accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to inputs used to recognize revenue over time, accounting for income taxes, fair values of share-based compensation, inventory valuation, lease liabilities, warrant liabilities, contingent consideration, goodwill impairments and long-lived asset impairments. Despite our intention to establish accurate estimates and reasonable assumptions, actual results could differ materially from such estimates and assumptions.
Cash and Cash Equivalents
Restricted Cash
Investments
The primary objectives of our investment portfolio, which includes our highly liquid investments classified as cash equivalents, are to maintain the safety of our invested capital, provide prudent levels of liquidity to accommodate operational and capital needs and maintain an acceptable level of risk. These risks include credit risk, interest rate risk and concentration risk, which are mitigated through the use of various well-established financial institutions as well as an investments portfolio consisting of very liquid and high credit quality instruments. The Company reviews its available-for-sale securities portfolio for impairment and determines if impairment is due to credit losses or other reasons. In making the assessment of whether a loss is from credit or other factors, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency and adverse conditions related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows is less than the amortized cost basis, a credit loss exists and an allowance is created, limited by the amount that the fair value is less than the amortized cost basis. Subsequent activity related to the credit loss component (e.g., write-offs, recoveries) is recognized as part of the allowance for credit losses on available-for-sale securities.
49
Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
We classify investments in fixed maturity securities at the acquisition date and reevaluate the classification at each balance sheet date. Held-to-maturity investments are carried at amortized cost, reflecting the ability and intent to hold the securities to maturity. Trading investments are securities acquired with the intent to sell in the near term and are carried at fair value with changes in fair value reported in earnings. All other fixed maturity securities are classified as available-for-sale and are carried at fair value with net unrealized gains or losses related to non-credit factors reported as a component of accumulated other comprehensive income. The difference between the original cost and maturity value of a fixed maturity security is amortized to earnings using the interest method.
As of December 31, 2023, all of our investments in fixed maturity securities are classified as available-for-sale, have original maturities of one year or less and are disclosed as investments on our consolidated balance sheets. The Company had no investments in fixed maturity securities as of December 31, 2024.
The cost of securities sold is based on the specific-identification method. During the years ended December 31, 2024 and 2023, there were no no no
As of December 31, 2024 and 2023, interest receivable on our investments, including cash equivalents, was $60 thousand and $0.1 million, respectively, and is included in on our consolidated balance sheets.
Accounts Receivable
We record accounts receivable based on contracted prices when we obtain an unconditional right to payment under the terms of our customer contracts or government grants. The carrying value of such receivables, net of the allowance for credit losses, represents the estimated net realizable value. Payment terms for receivables from customers are generally due upon demand or within 30 days.
As a practical expedient, we do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less. We typically do not include extended payment terms in our contracts with customers.
Allowance for Credit Losses
The allowance for credit losses is a valuation account that is deducted from a financial asset’s amortized cost to present the net amount we expect to collect from such asset. We estimate allowances for credit losses using relevant available information from both internal and external sources. We monitor the estimated credit losses associated with our trade accounts receivable and unbilled accounts receivable based primarily on our collection history and the delinquency status of amounts owed to us, which we determine based on the aging of such receivables. Such methods and estimates are adjusted, as appropriate, for relevant past events, current conditions and reasonable and supportable forecasts. We recognize write-offs within the allowance for credit losses when cash receipts associated with our financial assets are deemed uncollectible. As of December 31, 2024 and 2023, we had $0.7 million and $0.2 million, respectively, of allowance for credit losses for trade receivables associated with our projects in Germany.
We consider governmental grant receivables to be fully collectible and accordingly, no allowance for credit loss balance has been established. If amounts become uncollectible, they are charged to operations.
Inventories
50
Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
Property, Plant and Equipment
We report our property, plant and equipment at cost, less accumulated depreciation and any impairment losses. Cost includes the price paid to acquire or construct the assets, required installation costs, interest capitalized during the construction period and any expenditures that substantially add to the value of or substantially extend the useful life of the assets. We capitalize costs related to computer software obtained or developed for internal use, which generally includes enterprise-level business and finance software that we customize to meet our specific operational requirements. We expense repair and maintenance costs at the time we incur them.
Impairment of Long-lived Assets
We assess long-lived assets classified as “held and used,” including our property, plant and equipment and finite-lived intangibles, for impairment whenever events or changes in circumstances arise, including consideration of technological obsolescence, which may indicate that the carrying amount of such assets may not be recoverable. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.
When impairment indicators are present, we compare undiscounted future cash flows, including the eventual disposition of the asset group at market value, to the asset group’s carrying value to determine if the asset group is recoverable. If the carrying value of the asset group exceeds the undiscounted future cash flows, we measure any impairment by comparing the fair value of the asset group to its carrying value. Fair value is generally determined by considering (i) internally developed discounted cash flows for the asset group, (ii) third-party valuations, and/or (iii) information available regarding the current market value for such assets. If the fair value of an asset group is determined to be less than its carrying value, an impairment in the amount of the difference is recorded in the period that the impairment indicator occurs. Estimating future cash flows requires significant judgment and such projections may vary from the cash flows eventually realized. Refer to Note 13—Impairment and Other Charges for additional information.
We consider a long-lived asset to be abandoned after we have ceased use of the asset and we have no intent to use or repurpose it in the future. Abandoned long-lived assets are recorded at their salvage value, if any.
Leases
At inception, we determine whether an arrangement is a lease and the appropriate classification as an operating or finance lease. When a lease is identified, a right-of-use asset and the corresponding lease liability are recognized upon commencement of the lease term based on the present value of the lease payments not yet paid, discounted using our incremental borrowing rate, in the event that the implicit rate is not available. The right-of-use asset is also adjusted for prepayments and initial direct costs. Our leases may contain renewal options that are exercisable at our discretion. At the commencement date of a lease, we include in the lease term any periods covered by a renewal option, to the extent we are reasonably certain to exercise such options. Leases with an initial term of one year or less are considered short-term leases and are not recognized as lease assets and liabilities. Right-of-use assets are assessed periodically for impairment if events or circumstances occur that indicate the carrying amount of the asset may not be recoverable.
51
Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
We recognize operating lease costs on a straight-line basis over the lease term, and any variable lease costs are recognized in the period in which they are incurred. We do not separate lease and nonlease components of a contract.
Goodwill
Cloud Computing Arrangements
During the year ended December 31, 2023, we capitalized cloud computing implementation costs for enterprise resource planning systems of $1.1 million and had amortization expense of $0.8 million, which was included in selling, general and administrative (“SG&A”) expense on our consolidated statements of operations.
During the fourth quarter of 2023, we recorded an impairment of $1.5 million to fully impair the remaining book value of our cloud computing implementation costs, included in impairment and other charges on our consolidated statements of operations. Refer to Note 13—Impairment and Other Charges—Asset Impairments for additional information.
Revenue Recognition
Our revenue is derived from services revenue and grant revenue. Our services revenue is derived from contracts with customers and our grant revenue is derived from government grants.
Services Revenue
Our contracts with customers may include multiple promised goods and services. In such cases, we identify performance obligations by evaluating whether the promised goods and services are capable of being distinct within the context of the contract at contract inception. Promised goods and services that are not distinct at contract inception are combined. Once we identify the performance obligations, we determine a transaction price based on contractual amounts and an estimate of variable consideration. We allocate the transaction price to each performance obligation based on the relative stand-alone selling price (“SSP”) maximizing the use of observable inputs. Judgment is exercised to determine the SSP of each distinct performance obligation. We account for contract modifications prospectively when the remaining goods or services are distinct and on a cumulative catch-up basis when the remaining goods or services are not distinct.
52
Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
Our services revenue is further disaggregated into project revenue and engineering revenue, which are discussed in more detail below.
Project Revenue. We recognize project revenue over time as work is performed using the incurred costs method, which we believe is the method that most accurately reflects our progress toward satisfaction of the performance obligation. Under this method, project revenue arising from fixed-price contracts is recognized as work is performed based on the ratio of costs incurred to date compared to the total estimated costs at completion of the performance obligations.
Contract Estimates. Incurred costs include all direct material, labor and subcontractor costs, and those indirect costs related to contract performance, such as indirect labor, supplies and tools. Other costs for inventoried items, such as heliostats, are included in incurred costs when the item has been installed by being permanently attached or fitted. Cost-based input methods of revenue recognition require us to make estimates of net contract revenues and costs to complete the projects. In making such estimates, significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives, liquidated damages and other payments to customers. Significant judgment is also required to evaluate assumptions related to the costs to complete the projects, including materials, labor, contingencies and other system costs. If a change in facts or circumstances occurs, the estimates will be adjusted, and the revenue recognized to date will be adjusted based on the revised estimates. Differences between the cumulative revenue recognized based on the previous estimates and the revenue recognized based on the revised estimates are recognized as an adjustment to revenue in the period in which the change in estimate occurs under the cumulative catch-up method.
If the estimated total costs on any contract are greater than the net contract revenues, we recognize the entire estimated loss in the period the loss becomes known and present such losses as contract loss provisions. Following recognition of contract loss provisions, we amortize the loss recognized in future periods as a reduction to cost of revenues using a similar method of measuring progress for each contract as done for revenue being recognized. We recognize changes in estimated contract revenue or total estimated costs and the resulting adjustment in the contract loss provision on a cumulative basis.
Engineering Services Revenue. We recognize engineering services revenue over time as customers receive and consume the benefit of such services. Engineering service contracts with customers can be short-term or span several years and present amounts due to the Company for providing engineering, R&D, or other similar services in our field of expertise.
Contract Assets and Liabilities. Billing practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time using the incurred costs method. Contract assets include unbilled amounts typically resulting from revenue under long-term contracts when the incurred costs method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer. Contract liabilities consist of deferred revenue for advance payments and billings in excess of revenue recognized. When we receive consideration, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a sales contract, we record deferred revenue, which represents a contract liability.
As a practical expedient, we do not adjust the consideration in a contract for the effects of a significant financing component when we expect, at contract inception, that the period between a customer’s advance payment and our transfer of a promised product or service to the customer will be one year or less. Additionally, we do not adjust the consideration in a contract for the effects of a significant financing component when the consideration is received as a form of performance security.
53
Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
Government Grants
We assess government contracts received, including cost reimbursement agreements, to determine if the agreement should be accounted for as an exchange transaction or a grant. An agreement is accounted for as a grant if the resource provider does not receive commensurate value in return for the assets transferred. As there is no authoritative guidance under GAAP for accounting for grants to for-profit business entities, the Company accounts for the grants by analogy to International Accounting Standard 20, Accounting for Government Grants and Disclosure of Government Assistance. Additionally, a government grant is recognized only when there is reasonable assurance that (1) the entity will comply with any conditions attached to the grant and (2) the grant will be received.
Research and Development
We incur R&D costs during the process of researching and developing new products and enhancing our existing products, technologies and manufacturing processes. Our R&D costs consist primarily of employee compensation, materials and outside services. We expense these costs as incurred until the resulting product has been completed, tested and made ready for commercial scale-up.
Reorganization Costs
We recognize reorganization costs for one-time termination benefits, including severance payments, outplacement job training, counseling and other termination benefits, at fair value at the communication date if no future service is required. Reorganization costs for one-time termination benefits in which the employee is required to render service until termination in order to receive the benefits are recognized ratably over the future service period.
Earnings (Loss) per Share
Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) by the sum of the weighted-average number of common shares outstanding and the weighted-average number of shares issuable under certain vested warrants. Diluted EPS is computed by dividing net income (loss) by the sum of the basic weighted-average number of common shares outstanding and dilutive potential securities, which potentially could include shares that may be issued under our stock options, employee stock purchase plan, restricted stock units (“RSU”) and warrants, as determined by using the treasury stock method. Refer to Note 11—Earnings (Loss) per Share for additional information.
Share-based Compensation
We recognize share-based compensation expense for the estimated fair value of equity awards issued as compensation to individuals over the requisite service period, which generally ranges from six months to four years . We account for forfeitures as they occur. Accordingly, in the absence of a modification, if an individual’s continuous service is terminated, all previously unvested awards granted to such individual are forfeited, which results in a benefit to share-based compensation expense in the period of termination equal to the cumulative expense recorded through the termination date for the unvested awards. For employee stock awards with graded vesting schedules and only services conditions, we recognize share-based compensation expense on a straight-line basis over the total requisite service period of the award, ensuring that cumulative recorded share-based compensation expense equals the grant date fair value of vested awards at each period-end.
54
Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
Commitments and Contingencies
We record liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.
Although we cannot predict the outcome of legal or other proceedings with certainty, when it is probable that a loss has been incurred and the amount is reasonably estimable, GAAP requires us to accrue an estimate of the probable loss or range of loss or make a statement that such an estimate cannot be made.
Income Taxes
We use the asset and liability method to account for income taxes whereby we calculate deferred tax assets or liabilities using the enacted tax rates and tax law applicable to when any temporary differences are expected to reverse. We establish valuation allowances, when necessary, to reduce deferred tax assets to the extent it is more likely than not that such deferred tax assets will not be realized.
Income tax expense includes (i) deferred tax expense, which generally represents the net change in deferred tax assets or liabilities during the year plus any change in valuation allowances and (ii) current tax expense, which represents the amount of tax currently payable to or receivable from taxing authorities. We only recognize tax benefits related to uncertain tax positions that are more likely than not of being sustained upon examination. For those positions that satisfy such recognition criteria, the amount of tax benefit that we recognize is the largest amount of tax benefit that is more likely than not of being sustained on ultimate settlement of the uncertain tax position. The Company’s policy is to recognize interest and penalties related to uncertain tax positions, if any, in the income tax provision.
Fair Value Measurements
We measure certain assets and liabilities at fair value, which is defined as the price that would be received from the sale of an asset or paid to transfer a liability (i.e., an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. Our fair value measurements use the following hierarchy, which prioritizes valuation inputs based on the extent to which the inputs are observable in the market.
•Level 1 — Valuations based on unadjusted quoted prices from active markets for identical assets or liabilities.
•Level 2 — Valuations in which significant inputs are observable either directly or indirectly — other than Level 1 inputs.
55
Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires more detailed disclosures about specified categories of expenses (including employee compensation, depreciation, and amortization) included in certain expense captions presented on the face of the income statement. In addition, ASU 2024-03 requires an entity to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted on a prospective or retrospective basis. The Company is currently evaluating the impact of this guidance on the Company’s consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures (“ASU 2023-09”), which requires greater disaggregation of income tax disclosures to increase transparency and usefulness. The new standard requires additional information to be disclosed with respect to the income tax rate reconciliation, disaggregation of income taxes paid and modifying other income tax-related disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted on a prospective or retrospective basis. The Company is currently evaluating the impact of this guidance on the Company’s consolidated financial statements and related disclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires companies to enhance the disclosures about segment expenses on an annual and interim basis. The new standard requires disclosure of significant segment expenses that are regularly provided to an entity’s chief operating decision maker (“CODM”) and included in the reported segment measure of profit or loss. In addition, ASU 2023-07 requires the disclosure of the CODM’s title and a description of how the CODM uses the reported measures to assess segment performance and to allocate resources. Such disclosures apply to entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024, with early adoption permitted. The Company adopted this guidance during the year ended December 31, 2024. The adoption of ASU 2023-07 resulted in additional segment reporting disclosures in the Company’s consolidated financial statements, with no impact to the Company’s financial position or results of operations. Refer to Note 17—Segment Reporting for additional information.
Note 3—Revenue
Disaggregated Revenue
The following table provides information about disaggregated revenue:
| Year Ended December 31, | |||||||||||
| $ in thousands | 2024 | 2023 | |||||||||
| Project revenue | $ | $ | |||||||||
| Engineering services revenue | |||||||||||
| Total services revenue | |||||||||||
| Grant revenue | |||||||||||
| Total revenue | $ | $ | |||||||||
56
Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
Services Revenue
The Company’s recognized project revenue is associated with a commercial-scale demonstration agreement (“CSDA”) executed with Woodside in March 2022 for the Capella Project for the customer’s use in research, development and testing. Pursuant to the CSDA, Woodside would pay up to $50.0 million to us to complete the Capella Project. The total transaction price for the CSDA was $45.5 million reflecting a reduction in contract price for the fair value of the Project Warrants (defined and discussed further in Note 4—Warrants—Project Warrants) granted to Woodside in connection with the CSDA.
In the fourth quarter of 2024, after completing value engineering for the next phase of the Capella Project, Heliogen and Woodside decided not to pursue construction of the facility due to escalated costs. Effective in December 2024, the Company received notice of termination of the CSDA from Woodside. Refer to Contract Modifications and Estimates below for additional information.
Engineering services revenue consists of amounts recognized under contracts with customers for the provision of engineering, R&D, or other similar services in our field of expertise. The Company’s recognized engineering services revenue is associated with engineering studies and projects in the U.S. and Europe.
Contract Modifications and Estimates
In the fourth quarter of 2023, the Company adjusted its Capella Project estimate after completing the front-end engineering and design phase. As a result of the adjustment to the Capella Project estimate, the Company recorded an unfavorable cumulative adjustment to project revenue of $3.4 million and recognized additional contract loss provisions of $52.9 million during the year ended December 31, 2023.
As mentioned above, in the fourth quarter of 2024, the decision was made to not move forward with the Capella Project and the CSDA was terminated. At the time that the Capella Project was canceled, the Company had no remaining performance obligations under the CSDA. As a result, the termination of the CSDA was accounted for as a contract modification on a cumulative catch-up basis and the Company recorded a favorable cumulative adjustment to project revenue of $17.5 million, which primarily consisted of deferred revenue, during the year ended December 31, 2024. Additionally, the Company reduced the remaining contract loss provision liability to zero on the consolidated balance sheet as of December 31, 2024 and recognized a favorable adjustment to the contract loss provision of $74.1 million on the consolidated statement of operations during the year ended December 31, 2024.
The Company amortized $1.2 million and $6.0 million during the years ended December 31, 2024 and 2023, respectively, of the previously recognized contract loss provisions as a reduction to cost of services revenue incurred during the periods based on percentages of completion.
Performance Obligations
Revenue recognized under contracts with customers, which excludes amounts to be received from government grants, relates solely to the performance obligations satisfied during the years ended December 31, 2024 and 2023 with no
57
Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
Grant Revenue
The Company’s grant revenue is primarily related to the Company’s award received in October 2021 from the U.S. Department of Energy (the “DOE”) of up to $39.0 million (the “DOE Award”) to support the Capella Project, of which $3.9 million was allocated to be paid directly by the DOE to another party providing services under the DOE Award at the Company’s direction. Under the DOE Award, the Company was entitled to receive up to $35.1 million in funds under the DOE Award pursuant to budget periods defined in the DOE Award as reimbursement for costs incurred in completing the tasks specified in the DOE Award that are part of the Capella Project. As a result of the decision to not pursue construction of the Capella Project, the Company has begun the process to close out the DOE Award as of December 31, 2024 and we do not anticipate receiving any additional funds.
Receivables
Receivables consisted of the following:
| December 31, | |||||||||||
| $ in thousands | 2024 | 2023 | |||||||||
| Trade receivables | $ | $ | |||||||||
| Grant receivables: | |||||||||||
| Billed | |||||||||||
| Unbilled | |||||||||||
| Total grant receivables | |||||||||||
| Other receivables | |||||||||||
| Total receivables | |||||||||||
| Allowance for credit losses | ( | ( | |||||||||
| Total receivables, net | $ | $ | |||||||||
Contract Assets and Liabilities
The following table outlines the activity related to contract assets, which is included in total receivables on our consolidated balance sheets:
| $ in thousands | |||||
Balance as of December 31, 2022 | $ | ||||
| Additions to unbilled receivables | |||||
| Amounts billed to customers | ( | ||||
| Foreign currency translation adjustments | |||||
Balance as of December 31, 2023 | $ | ||||
The Company did not have any activity related to contract assets during the year ended December 31, 2024.
58
Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
The following table outlines the activity related to contract liabilities:
| $ in thousands | |||||
Balance as of December 31, 2022 | $ | ||||
| Payments received in advance of performance | |||||
| Revenue recognized | ( | ||||
| Recognition of consideration payable associated with Project Warrants | ( | ||||
| Other | |||||
Balance as of December 31, 2023 | $ | ||||
| Payments received in advance of performance | |||||
| Revenue recognized | ( | ||||
| Recognition of consideration payable associated with Project Warrants | ( | ||||
| Other | ( | ||||
Balance as of December 31, 2024 | $ | ||||
During the years ended December 31, 2024 and 2023, we recognized revenue of $17.0 million and $0.3 million, respectively, that was included in contract liabilities as of December 31, 2023 and 2022, respectively. Refer to Contract Modifications and Estimates above for additional information regarding the CSDA termination.
Customer Concentrations
The following table shows the customers, including governmental entities, who accounted for greater than 10% of our total revenue:
| Year Ended | |||||||||||
| December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
Customer A | % | % | |||||||||
Customer B | % | % | |||||||||
The following table shows the customers, including governmental entities, who accounted for greater than 10% of our total receivables:
| December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Customer B | % | % | |||||||||
| Customer C | % | % | |||||||||
59
Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
Note 4—Warrants
Public Warrants and Private Warrants
The Company’s warrant liabilities as of December 31, 2024 include public warrants (the “Public Warrants”) and private placement warrants (the “Private Warrants,” and together with the Public Warrants, the “Public and Private Warrants”). The Public Warrants and Private Warrants permit warrant holders to purchase in the aggregate 238,095 shares and 6,667 shares, respectively, of the Company’s common stock at an exercise price of $402.50 per share. The Public and Private Warrants became exercisable on March 18, 2022 and expire on December 30, 2026, or earlier upon redemption or liquidation. The Company has the ability to redeem outstanding Public Warrants prior to their expiration, at a price of $0.35 per warrant, provided that the last reported sales price of the Company’s common stock equals or exceeds $630.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the notice date of redemption. In addition, the Company has the ability to redeem all, but not less than all, of the outstanding Public and Private Warrants prior to their expiration, at a price of $3.50 per warrant if the last reported sales price of the Company’s common stock equals or exceeds $350.00 on the trading day prior to the date of the notice. The Company evaluated the Public and Private Warrants and concluded that a provision in the underlying warrant agreement dated March 16, 2021, by and between Athena Technology Acquisition Corp. and Continental Stock Transfer & Trust Company, related to certain tender or exchange offers precludes the Public and Private Warrants from being accounted for as components of equity. As both the Public and Private Warrants meet the definition of a derivative, they are recorded as liabilities on the consolidated balance sheets and measured at fair value at each reporting date, with the change in fair value included in gain (loss) on warrant remeasurement on the consolidated statements of operations.
Project Warrants
In connection with the execution of the CSDA with Woodside in March 2022, the Company issued warrants permitting Woodside to purchase 26,068 shares of the Company’s common stock at an exercise price of $0.35 per share (the “Project Warrants”). The Project Warrants expire upon the earlier of a change of control of the Company or March 28, 2027 and vest pro rata with certain payments required to be made by Woodside under the CSDA. The fair value of the Project Warrants upon issuance was $173.60 per warrant based on the closing price of the Company’s common stock on March 28, 2022, less the exercise price.
The Project Warrants were determined to be consideration payable to a customer and are equity-classified pursuant to the guidance in Accounting Standards Codifications (“ASC”) 718, Compensation—Stock Compensation (“ASC 718”). The total transaction price associated with the CSDA was reduced by $4.5 million, which represented the total consideration payable to Woodside for the Project Warrants upon issuance in March 2022.
The Company recognizes additional paid-in capital related to the Project Warrants to reflect the attribution of the Project Warrants’ fair value in a manner similar to revenue recognized under the CSDA. During the year ended December 31, 2024, we recognized $1.9 million as additional paid-in capital, primarily as a result of the termination of the CSDA, compared to $19 thousand recognized as additional paid-in capital related to the vesting of Project Warrants for the year ended December 31, 2023. As of December 31, 2024, vested Project Warrants were exercisable for 15,168 shares of the Company’s common stock.
60
Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
Collaboration Warrants
In connection with the execution of a collaboration agreement (the “Collaboration Agreement”) with Woodside in March 2022, the Company issued warrants permitting Woodside to purchase 104,275 shares of the Company’s common stock at an exercise price of $0.35 per share (the “Collaboration Warrants”). Under the Collaboration Agreement, Woodside will assist us in defining product offerings that use our modular technology for potential customers. The Collaboration Warrants expire upon the earlier of a change of control of the Company or March 28, 2027. Of these warrants, (i) half of the warrants vested immediately upon execution of the Collaboration Agreement, to purchase 52,138 shares of the Company’s common stock and (ii) the remaining warrants will vest based on certain specified performance goals under the Collaboration Agreement. The fair value of the Collaboration Warrants upon issuance was $173.60 per warrant based on the closing price of the Company’s common stock on March 28, 2022, less the exercise price.
The Collaboration Warrants were determined to be consideration payable to a customer or non-employee under ASC 718 and are recorded as equity on the consolidated balance sheets and the related expense is recognized ratably as SG&A expense for marketing services to be provided over the estimated service period. The Company recognized SG&A expense, related to the vesting of the Collaboration Warrants, of $2.0 million during the year ended December 31, 2023.
During the fourth quarter of 2023, we recorded an of $5.3 million to fully impair the remaining book value of our Collaboration Warrants, included in impairment and other charges on our consolidated statements of operations. Refer to Note 13—Impairment and Other Charges—Asset Impairments for additional information.
Vendor Warrants
During the years ended December 31, 2023 and 2022, the Company issued warrants to purchase 1,285 and 2,197 shares of the Company’s common stock, respectively, at an exercise price of $0.35 0.3 million and expire on August 14, 2029 and April 19, 2028, respectively.
The Vendor Warrants were determined to be consideration payable to a non-employee under ASC 718 and are recorded as equity on the consolidated balance sheets. As of January 18, 2024, all Vendor Warrants were fully vested.
Registration Rights
The holders of the Project Warrants, Collaboration Warrants and Vendor Warrants are entitled to certain demand registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
61
Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
Note 5—Fair Value of Financial Instruments
The Company’s assets and liabilities measured at fair value on a recurring basis are summarized in the following table by fair value measurement level:
| December 31, | ||||||||||||||||||||
| $ in thousands | Level | 2024 | 2023 | |||||||||||||||||
Assets: | ||||||||||||||||||||
| Investments | 1 | $ | $ | |||||||||||||||||
Liabilities: | ||||||||||||||||||||
Public Warrants (1) | 1 | $ | $ | |||||||||||||||||
Private Warrants (1) | 2 | |||||||||||||||||||
(1)Included in other long-term liabilities on the consolidated balance sheets.
Private Warrants. The fair value of the Private Warrants approximates the fair value of the Public Warrants due to the existence of similar redemption provisions. As a result, the Company has determined that the fair value of the Private Warrants at a specific date would be similar to that of the Public Warrants, and thus the fair value is determined by using the closing price of the Public Warrants, which was $0.004 as of December 31, 2024.
Contingent Consideration. In connection with the acquisition of HelioHeat GmbH in September 2021, part of the fair value of the consideration transferred was contingent consideration. The contingent consideration was classified as Level 3 in the fair value hierarchy and measured at fair value using a probability-weighted discounted cash flow model utilizing estimated timing for the commissioning and required operational period of a commercial facility using the acquired particle receiver technology.
As of December 31, 2024 and 2023, the fair value of the contingent consideration was zero The following table summarizes the activities of our Level 3 fair value measurement for the year ended December 31, 2023:
($ in thousands) | |||||
Balance as of December 31, 2022 | $ | ||||
Change in fair value (1) | ( | ||||
Balance as of December 31, 2023 | $ | ||||
(1)The changes in the fair value of the contingent consideration are included in other income, net on our consolidated statements of operations.
Note 6—Inventories
Inventories consisted of the following:
| December 31, | |||||||||||
| $ in thousands | 2024 | 2023 | |||||||||
| Raw materials | $ | $ | |||||||||
| Finished goods | |||||||||||
Work in process | |||||||||||
Reserve for excess and obsolete inventory | ( | ||||||||||
Total inventories, net | $ | $ | |||||||||
62
Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
During the years ended December 31, 2024 and 2023, the Company recorded inventory reserves, included in cost of services revenue on our consolidated statements of operations, to adjust for excess and obsolete inventories. During the third quarter of 2024, in connection with the closure of our Manufacturing Facility, the Company sold the excess and obsolete inventory and wrote-off the corresponding reserve. The following table shows the change in the inventory reserves:
($ in thousands) | |||||
Balance as of December 31, 2022 | $ | ||||
Charges to costs and expenses | |||||
Balance as of December 31, 2023 | $ | ||||
| Charges to costs and expenses | |||||
| Recoveries and write-offs | ( | ||||
Balance as of December 31, 2024 | $ | ||||
Note 7—Property, Plant and Equipment
Major classes of property, plant and equipment, consisted of the following:
| Estimated Useful Lives in Years | December 31, | ||||||||||||||||
| $ in thousands | 2024 | 2023 | |||||||||||||||
Leasehold improvements | $ | $ | |||||||||||||||
Computer equipment | |||||||||||||||||
Machinery, vehicles and other equipment | |||||||||||||||||
Furniture and fixtures | |||||||||||||||||
Construction in progress | |||||||||||||||||
Total property, plant and equipment | |||||||||||||||||
Accumulated depreciation | ( | ( | |||||||||||||||
Total property, plant and equipment, net | $ | $ | |||||||||||||||
Depreciation expense for property, plant and equipment was $0.9 million and $2.1 million for the years ended December 31, 2024 and 2023, respectively, and is recorded in SG&A expense with a portion allocated to cost of services revenue.
During the second quarter of 2024, we recorded an impairment of property, plant and equipment of $3.4 million, included in impairment and other charges on our consolidated statements of operations. Refer to Note 13—Impairment and Other Charges—Manufacturing Facility Closure for additional information.
Asset Sales
During the second quarter of 2024, we began to sell assets, which were primarily located at our Manufacturing Facility as a result of the decision to close the facility. During the year ended December 31, 2024, we received $0.9 million in proceeds from the sale of property, plant and equipment and recognized a loss of $0.3 million from disposal of assets, which is recorded in SG&A expense.
63
Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
Note 8—Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following:
| December 31, | |||||||||||
| $ in thousands | 2024 | 2023 | |||||||||
Payroll and other employee benefits | $ | $ | |||||||||
Professional fees | |||||||||||
Research, development and project costs | |||||||||||
| Inventory in-transit | |||||||||||
Operating lease liabilities, current portion | |||||||||||
Other accrued expenses | |||||||||||
Total accrued expenses and other current liabilities | $ | $ | |||||||||
Note 9—Leases
The Company has operating leases, primarily for real estate. There are no material residual value guarantees associated with any of the Company’s operating leases.
Pasadena, California. On May 23, 2021, we executed a seven-year lease for office space in Pasadena, California (the “Pasadena Office Lease”). The Pasadena Office Lease includes a termination option under which the Company can terminate the lease for any reason and at no cost, with proper notice, at any time effective on or after May 31, 2026. As of December 31 2024, we anticipate we will exercise the early termination option and end the Pasadena Office Lease on May 31, 2026 due to the various workforce reductions that have occurred during the year. As a result, during the year ended December 31, 2024, our right-of-use asset and operating lease liabilities for the Pasadena Office Lease were both decreased by $1.5 million.
In May 2021, Heliogen sub-leased a portion of its office space subject to the Pasadena Office Lease to Idealab, a California corporation (“Idealab”). In March and May 2023, Heliogen entered into amendments to the sub-lease with Idealab.
Long Beach, California. Effective July 27, 2021, we executed the Long Beach Lease for five years , with an option for the Company to renew for an additional five years , which we originally anticipated utilizing. As discussed in Note 13—Impairment and Other Charges—Manufacturing Facility Closure, in May 2024, the Company made the decision to close the Manufacturing Facility, therefore, the Company no longer anticipates utilizing the five-year renewal option for the Long Beach Lease. As a result, during the second quarter of 2024, our right-of-use asset and operating lease liabilities for the Long Beach Lease were both decreased by $6.4 million.
As of December 31 2024, we performed an impairment assessment of our Long Beach Lease, given the decision to close the Manufacturing Facility and discussions to terminate the Long Beach Lease and recorded a right-of-use asset impairment of $0.8 million, which is included in impairment and other charges on our consolidated statements of operations. Effective February 18, 2025, we executed a lease termination agreement for the Long Beach Lease.
As security for the Company’s faithful performance of its obligations under the Long Beach Lease, a commercial bank issued an unconditional and irrevocable $1.5 million standby letter of credit payable to the lessor. As of December 31, 2024, the Company still had a $1.5 million standby letter of credit outstanding associated with the Long Beach lease, included in restricted cash on our consolidated balance sheet. Pursuant to the terms of the lease termination, the $1.5 million standby letter of credit was released to the Company in March 2025.
64
Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
Houston, Texas. On January 1, 2022, we executed a 26 -month lease for office space in Houston, Texas (the “Houston Office Lease”) with an option for the Company to renew for an additional two years . On October 27, 2023, we executed an amendment to the Houston Office Lease. The amendment provides for an extension of 30 -months to the Houston Office Lease terms commencing on March 1, 2024 and added additional office space.
Plains, Texas. On October 1, 2023, we executed a ten-year term lease in Plains, Texas for rural undeveloped agricultural land and we initiated construction on the Texas Steam Plant (the “Texas Steam Plant Lease”). The Texas Steam Plant Lease includes an option for the Company to extend for an additional ten years .
In the fourth quarter of 2024, in an effort to conserve cash and in light of the shifting landscape following the U.S. presidential elections, we made the decision to halt construction of our Texas Steam Plant. As a result, we performed an impairment assessment of our Texas Steam Plant Lease as of December 31, 2024 and recorded a right-of-use asset impairment of $0.5 million, which is included in impairment and other charges on our consolidated statements of operations.
The following table provides information on the amounts of our right-of-use assets and liabilities included on our consolidated balances sheets:
| December 31, | |||||||||||||||||
| $ in thousands | Financial Statement Line | 2024 | 2023 | ||||||||||||||
Operating lease right-of-use assets | Operating lease right-of-use assets | $ | $ | ||||||||||||||
| Accrued expenses and other current liabilities | |||||||||||||||||
Operating lease liabilities, non-current | Operating lease liabilities, non-current | ||||||||||||||||
The following table summarizes the components of lease costs:
| Year Ended December 31, | |||||||||||
| $ in thousands | 2024 | 2023 | |||||||||
Operating lease cost | $ | $ | |||||||||
| Sublease income | ( | ( | |||||||||
Total lease cost | $ | $ | |||||||||
The Company has variable and other related lease costs which were not considered material for the years ended December 31, 2024 and 2023.
The weighted-average remaining lease terms and discount rates for the Company’s operating leases were as follows:
| December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
Weighted-average remaining lease term (years) | |||||||||||
| Weighted-average discount rate | % | % | |||||||||
The following table summarizes the supplemental cash flow information related to leases:
| Year Ended December 31, | |||||||||||
$ in thousands | 2024 | 2023 | |||||||||
Cash paid for amounts included in the measurement of operating lease liabilities | $ | $ | |||||||||
Right-of-use assets obtained in exchange for new operating lease liabilities | |||||||||||
| Decrease in right-of-use asset and operating lease liabilities due to lease remeasurement | |||||||||||
65
Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
As of December 31, 2024, the maturities of our future undiscounted cash flows associated with our operating lease liabilities were as follows:
| $ in thousands | |||||
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
Thereafter | |||||
| Total future lease payments | $ | ||||
Less: Imputed interest | ( | ||||
| Present value of future lease payments | $ | ||||
Right-of-way Lease. In April 2022, we executed a 30-year right-of-way lease agreement with the Bureau of Land Management (the "BLM") for land within the Brenda Solar Energy Zone (the “Brenda SEZ”). The agreement has an initial annual base rent of $19 thousand and contains a 2 % per annum escalation clause. The Company may relinquish the lease early which will terminate the lease as of the end of the then-current calendar year.
Note 10—Equity
Common Stock
The Company is authorized to issue 500,000,000 shares of common stock, $0.0001 par value per share. As of December 31, 2024 and 2023, there were 6,096,084 5,946,315
Preferred Stock
The Company is authorized to issue 10,000,000 shares of preferred stock, $0.0001 par value per share. As of December 31, 2024, no shares of preferred stock have been issued. The Company’s Board of Directors (the “Board”) has the authority to issue shares of preferred stock and to determine the rights, preferences, privileges and restrictions, including voting rights, of those shares.
Stockholder Matters
As previously reported, on November 7, 2023, the NYSE notified the Company that it had determined to commence proceedings to delist the Company’s common stock and Public Warrants from the NYSE. Trading in these securities was immediately suspended. The NYSE reached its decision to delist these securities pursuant to Section 802.01B of the NYSE Listed Company Manual. On April 15, 2024, the Company notified the NYSE that the Company intended to withdraw its appeal of the delisting determination and on June 10, 2024, the NYSE filed with the SEC a Notification of Removal From Listing and/or Registration under Section 12(b) of the Exchange Act on Form 25 in order to delist the Company’s common stock and Public Warrants from the NYSE and deregister the Company’s common stock and Public Warrants under Section 12(b) of the Exchange Act. The delisting became effective on June 20, 2024.
66
Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
The Company’s common stock is currently quoted on the OTCQX, the highest market tier operated by the OTC Markets Group, Inc. The Company intends to continue to comply with public company SEC regulations and other NYSE listing requirements, including filing quarterly financial statements, having independently audited financials, and maintaining an independent board of directors with corporate governance rules and oversight committees.
Stockholders Rights Plan
On April 16, 2023, the Company’s Board declared a dividend of one preferred share purchase right (“Right”) for each outstanding share of the Company’s common stock to the stockholders of record as of the close of business on April 28, 2023, and adopted a limited duration stockholder rights plan, as set forth in 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. The Rights will be exercisable only if a person or group (an “acquiring person”) acquires or launches a tender or exchange offer to acquire beneficial ownership (which includes certain synthetic equity interests) of 12.5 % or more of the Company’s outstanding common stock (20 % for certain passive institutional investors as described in the Rights Agreement) without the approval of the Board. Under the original terms of the Rights Agreement, once the Rights become exercisable, each Right will entitle its holder (other than the acquiring person, whose rights will become void) to purchase for $122.50 , subject to adjustment, additional shares of our common stock having a market value of twice such exercise price. In addition, the Rights Agreement has customary flip-over and exchange features.
On April 16, 2024, we entered into Amendment No. 1 (the “Amendment”) to the Rights Agreement. The Amendment extended the final expiration date of the Rights Agreement by one year such that the Rights will now expire on April 17, 2025. The Amendment also changed the definition of “Exercise Price” from $122.50 to $26.40 and amended the definition of “acquiring person” to reflect the terms and conditions of the limited waiver previously granted by us to Nant Capital, LLC and certain of its affiliates, as previously disclosed on the Company’s Current Report on Form 8-K dated February 15, 2024. The Rights Agreement otherwise remains unmodified and in full force and effect in accordance with its terms.
On December 17, 2024, we entered into Amendment No. 2 to the Rights Agreement, as amended, which made for certain technical amendments to the rights and obligations of the Board to administer and make determinations with respect to the Rights Agreement, as amended, and the rights issued thereunder. The Rights Agreement, as amended, otherwise remains unmodified and in full force and effect in accordance with its terms.
The Rights Agreement will reduce the likelihood that any entity, person or group gains control of Heliogen through open market accumulation without paying all stockholders an appropriate control premium or without providing our Board sufficient time to make informed judgments and take actions that are in the best interests of all stockholders.
67
Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
Note 11—Earnings (Loss) per Share
The calculation of basic and diluted EPS were as follows:
| Year Ended December 31, | |||||||||||
| $ in thousands, except share and per share data | 2024 | 2023 | |||||||||
Numerator: | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
Denominator: | |||||||||||
| Weighted-average common shares outstanding | |||||||||||
Weighted-average impact of warrants (1) | |||||||||||
Denominator for basic EPS – weighted-average shares | |||||||||||
Effect of dilutive securities | |||||||||||
Denominator for diluted EPS – weighted-average shares | |||||||||||
EPS – Basic | $ | $ | ( | ||||||||
EPS – Diluted | $ | $ | ( | ||||||||
(1)Warrants that have a $0.35
The following securities were excluded from the calculation of EPS as their impact would be anti-dilutive:
| Year Ended December 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Stock options | ||||||||||||||
Shares issuable under the employee stock purchase plan | ||||||||||||||
| Unvested restricted stock units | ||||||||||||||
| Unvested warrants | ||||||||||||||
| Vested warrants | ||||||||||||||
Note 12—Share-based Compensation
On December 28, 2021, the stockholders approved the Heliogen, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) and the Heliogen, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”). The 2021 Plan aims to incentivize employees, directors and consultants who render services to the Company through the granting of stock awards, including stock options, stock appreciation right awards, restricted stock awards, RSU awards, performance awards and other stock-based awards.
As of December 31, 2024, 327,265 shares of common stock were reserved for issuance under the 2021 Plan. In addition, such aggregate number of shares of common stock automatically increases on January 1 of each year, beginning on January 1, 2022 and ending on (and including) January 31, 2031, in an amount equal to 4 % of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding year or a lesser number of shares determined by the Board. The aggregate number of shares of common stock that may be issued pursuant to the exercise of incentive stock options under the 2021 Plan is 1,018,642 shares.
68
Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
The following table summarizes our share-based compensation expense by the affected line on our consolidated statements of operations:
| Year Ended December 31, | ||||||||||||||
| $ in thousands | 2024 | 2023 | ||||||||||||
| Cost of services revenue | $ | $ | ||||||||||||
Selling, general and administrative | ( | |||||||||||||
Research and development | ||||||||||||||
Total share-based compensation expense | $ | $ | ( | |||||||||||
The following table summarizes our share-based compensation expense by grant type:
| Year Ended December 31, | ||||||||||||||
| $ in thousands | 2024 | 2023 | ||||||||||||
| Stock options | $ | $ | ( | |||||||||||
Restricted stock units | ||||||||||||||
| Employee stock purchase plan | ||||||||||||||
Vendor Warrants | ||||||||||||||
Total share-based compensation expense | $ | $ | ( | |||||||||||
Stock Options
We value our stock options using the Black-Scholes option pricing model, which was developed for use in estimating the fair value of stock options. Black-Scholes and other option valuation models require the input of highly subjective assumptions, including the fair value of our common stock, expected term, expected volatility, risk-free interest rate and expected dividends. The Company did not
The following table summarizes the Company’s stock option activity:
| $ in thousands, except share and per share data | Number of Shares | Weighted Average Exercise Price ($) | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value ($) | |||||||||||||||||||
Outstanding balance as of December 31, 2022 | $ | ||||||||||||||||||||||
| Exercised | ( | ||||||||||||||||||||||
| Forfeited | ( | ||||||||||||||||||||||
| Expired | ( | ||||||||||||||||||||||
Outstanding balance as of December 31, 2023 | $ | ||||||||||||||||||||||
| Exercised | ( | ||||||||||||||||||||||
| Forfeited | ( | ||||||||||||||||||||||
| Expired | ( | ||||||||||||||||||||||
Outstanding balance as of December 31, 2024 | $ | $ | |||||||||||||||||||||
Exercisable as of December 31, 2024 | $ | $ | |||||||||||||||||||||
The total intrinsic value of stock options exercised was $7 thousand and $1.6 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, the unrecognized compensation cost related to stock options was $0.1 million which is expected to be recognized over a weighted-average period of 0.3 years.
69
Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
During the year ended December 31, 2023, we recognized a net reduction of $12.5 million in share-based compensation expense, included in SG&A expense, as a result of 279,589 stock options forfeited in connection with the termination of our former Chief Executive Officer in the first quarter of 2023.
Restricted Stock Units
The fair value of RSU awards is measured at the fair value of the Company’s common stock on the grant date. For the years ended December 31, 2024 and 2023, we estimated the fair value of RSU awards using the closing stock price on the grant date or the modification date.
The following table summarizes the Company’s RSU award activity:
| Number of Shares | Weighted Average Grant Date Fair Value ($) | ||||||||||
Unvested as of December 31, 2022 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
Unvested as of December 31, 2023 | |||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
Unvested as of December 31, 2024 | $ | ||||||||||
The grant date fair value of vested RSU awards was $7.3 million and $17.2 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, the unrecognized compensation cost related to unvested RSU awards was $2.9 million which is expected to be recognized over a weighted-average period of 2.0 years.
Employee Stock Purchase Plan
Under the 2021 ESPP, eligible employees may elect to purchase the Company’s common stock at the end of each offering period, which will generally be months, at a 15 % discount to the market price of the Company’s common stock at the beginning or the end of each offering period on May 15 and November 15 of each year, whichever is lower, using funds deducted from their payroll during the offering period. Eligible employees can authorize payroll deductions of up to 15 % of their eligible earnings, subject to certain limitations.
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Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
Note 13—Impairment and Other Charges
Impairment and other charges consisted of the following:
| Year Ended December 31, | ||||||||||||||
| $ in thousands | 2024 | 2023 | ||||||||||||
| Property, plant and equipment | $ | $ | ||||||||||||
Operating lease right-of-use assets | ||||||||||||||
| Manufacturing Facility closing costs | ||||||||||||||
Cloud computing arrangements (1) | ||||||||||||||
Collaboration Warrants (2) | ||||||||||||||
Goodwill | ||||||||||||||
| Severance costs | ||||||||||||||
| Total impairment and other charges | $ | $ | ||||||||||||
(1)Prior to the impairment, cloud computing arrangements were included in other long-term assets on our consolidated balance sheets.
(2)Prior to the impairment, Collaboration Warrants of $1.6 million was included in prepaid and other current assets and $3.7 million was included in Collaboration Warrants, non-current on our consolidated balance sheets.
Manufacturing Facility Closure
In May 2024, the Company made the strategic decision to implement a targeted plan, which included a workforce reduction, the closing of its Manufacturing Facility and a reduction in third-party costs. These actions were intended to further reduce structural costs and operating expenses and better align the Company’s operating structure for commercialization with a technology-centric business model. Costs and charges related to the implementation of the Company’s targeted plan, were accrued when probable and reasonably estimable or at the time of program announcement. In connection with the targeted plan, the Company incurred a total of $5.1 million impairment and other charges during the year ended December 31, 2024 consisting of the below charges.
Management concluded that the actions of the targeted plan constituted a triggering event and as a result, we performed an impairment assessment for our long-lived assets, including right-of-use assets. During the second quarter of 2024, we recorded impairments of $3.4 million to property, plant and equipment related to leasehold improvements, machinery and equipment and other fixed assets located at our Manufacturing Facility. Additionally, in the second quarter of 2024, we recorded severance costs of $0.6 million related to employee transition, severance and related benefits, primarily associated with the workforce reduction mentioned above.
During the year ended December 31, 2024, the Company recorded a right-of-use asset impairment of $0.8 million associated with the termination of the Long Beach Lease and costs of $0.3 million associated with closing our Manufacturing Facility. Refer to Note 9—Leases—Long Beach, California for additional information.
As of December 31, 2024, the Company has a liability of $0.3 million associated with closing the Manufacturing Facility, which is included in accrued expenses and other current liabilities on our consolidated balance sheets and was fully paid on the effective date of the Long Beach Lease termination.
Asset Impairments
During the year ended December 31, 2024, we recorded total right-of-use asset impairments of $1.4 million, of which $0.8 million was associated with the Long Beach Lease, as mentioned above, and the remainder $0.5 million was associated with the Texas Steam Plant Lease. Refer to Note 9—Leases—Plains, Texas for additional information.
71
Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
As of December 31, 2023, management concluded that the Company’s liquidity position and forecast of operating results and cash flows at the time constituted a triggering event and as a result, we performed an impairment assessment for our long-lived assets, including right-of-use assets. While the Company continued to believe in the long-term commercial viability of our products and technology, we also believed that we would continue to incur losses for a longer period than was originally estimated and would require additional cash investment before we could generate positive cash flow. As a result, during the fourth quarter of 2023, we recorded impairments of $1.5 million to fully impair the remaining book value of our cloud computing implementation costs and $5.3 million to fully impair the remaining book value of our Collaboration Warrants.
Goodwill Impairment
During the first quarter of 2023, we assessed our goodwill for impairment due to a sustained decrease in the Company’s market capitalization. The Company concluded that it was more likely than not that the fair value of its reporting unit was less than its carrying amount as of March 31, 2023. As a result, we fully impaired goodwill and recorded an impairment of $1.0 million during the first quarter of 2023.
Reorganization Costs
During the year ended December 31, 2024, we recorded total severance costs of $2.0 million related to employee severance and related benefits, of which $0.6 million was associated with the Manufacturing Facility closing, as mentioned above, and the remainder $1.4 million was associated with various workforce reductions throughout the year.
In February 2023, the Company initiated a strategic plan to respond to market feedback, streamline our operations, and improve our financial condition. As a result, during the year ended December 31, 2023, we recorded severance costs of $1.2 million for employee severance and related benefits.
Note 14—Income Taxes
Provision for income taxes consisted of the following:
| Year Ended December 31, | |||||||||||
| $ in thousands | 2024 | 2023 | |||||||||
| Current: | |||||||||||
| State | $ | $ | |||||||||
| Deferred: | |||||||||||
| Foreign | |||||||||||
Provision for income taxes | $ | $ | |||||||||
The domestic and foreign components of pre-tax income were as follows:
| Year Ended December 31, | |||||||||||
| $ in thousands | 2024 | 2023 | |||||||||
| Domestic | $ | $ | ( | ||||||||
| Foreign | ( | ( | |||||||||
| Net income (loss) before taxes | $ | $ | ( | ||||||||
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Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
The effective tax rate of the Company differed from the federal statutory rate as follows:
| Year Ended December 31, | |||||||||||||||||||||||
| $ in thousands | 2024 | 2023 | |||||||||||||||||||||
| U.S. federal statutory income tax rate | $ | % | $ | ( | % | ||||||||||||||||||
| State taxes, net of federal benefit | % | ( | % | ||||||||||||||||||||
| Warrant liabilities remeasurement | ( | % | ( | % | |||||||||||||||||||
| Share-based compensation | % | ( | % | ||||||||||||||||||||
| Goodwill impairment | % | ( | % | ||||||||||||||||||||
| Valuation allowance | ( | ( | % | ( | % | ||||||||||||||||||
| Other | % | ( | % | ||||||||||||||||||||
Provision for income taxes | $ | % | $ | % | |||||||||||||||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized. The increase in the valuation allowance during the year ended December 31, 2024 was due to net increases in our net deferred tax assets. No portion of our valuation allowance was released into our income tax benefit during the year ended December 31, 2024.
The components of the deferred tax assets and liabilities were as follows:
| December 31, | |||||||||||
| $ in thousands | 2024 | 2023 | |||||||||
| Deferred tax assets: | |||||||||||
| Net operating loss carryforwards | $ | $ | |||||||||
| Share-based compensation | |||||||||||
| Operating lease liabilities | |||||||||||
| Capitalized research and development costs | |||||||||||
| Provision for contract losses | |||||||||||
| Other | |||||||||||
| Gross deferred tax assets | |||||||||||
| Less: Valuation allowance | ( | ( | |||||||||
| Net deferred tax assets | |||||||||||
| Deferred tax liabilities: | |||||||||||
| Depreciation and amortization | ( | ||||||||||
| Operating lease right-of-use assets | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Total deferred tax liabilities | ( | ( | |||||||||
| Net deferred income taxes | $ | $ | |||||||||
In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based upon the analysis of federal and state deferred tax balances, future tax projections and availability of taxable income in the carryback period, the Company recorded a valuation allowance against the federal and state deferred tax assets of $84.6 million and $96.3 million as of December 31, 2024 and 2023, respectively.
73
Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
As of December 31, 2024, the Company has federal net operating loss (“NOL”) carryforwards of $244.4 million, of which $10.1 million were generated prior to 2018 and will begin to expire in 2033, unless previously utilized, but may be used to offset up to 100% of future taxable income before expiration. Under current law, our federal NOLs generated in tax years beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such federal NOLs is limited to 80% of taxable income. It is uncertain if and to what extent various states will conform to federal tax law. As of December 31, 2024, the Company has state NOL carryforwards of $265.7 million which will begin to expire in 2033. As of December 31, 2024, the Company has foreign NOL carryforwards of $3.0 million, which may be carried forward indefinitely.
The 2021 through 2024 tax years remain open to examination by the Internal Revenue Service and the 2020 through 2024 tax years remain open to examination by the state tax authorities. In addition, the utilization of net loss carryforwards is subject to federal and state review for the periods in which those net losses were incurred.
Utilization of the net operating loss and research tax credit carryforwards are subject to an annual limitation based on changes in ownership, as defined by Sections 382 and 383 of the Internal Revenue Code of 1986, as amended.
The Company is under audit by the Internal Revenue Services for the year ended December 31, 2022. We believe that we have made adequate provision for all income tax uncertainties.
Note 15—Related Party Transactions
NantG Power, LLC
Note 16—Commitments and Contingencies
Note 17—Segment Reporting
We manage our business on a consolidated basis and operate as one operating segment, which includes all activities related to our concentrated solar energy technology and thermal energy storage. Our CODM is our chief executive officer. The CODM reviews consolidated operating expenses, as presented on our consolidated statements of operations, to measure segment profit or loss, alongside with cash and cash equivalents, as presented on our consolidated balance sheets. In addition to the significant expense categories presented on our consolidated statements of operations, the CODM reviews the SG&A and R&D expenses on a more disaggregated level.
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Heliogen, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
The CODM uses these financial metrics to allocate resources on a consolidated basis, which enables the CODM to assess both the overall level of resources available and optimize distribution of resources across functions and R&D programs in line with our long-term strategic goals. The CODM does not evaluate our operating segment using total assets information.
The following table provides information about disaggregated SG&A expenses:
| Year Ended December 31, | |||||||||||
| $ in thousands | 2024 | 2023 | |||||||||
| Employee compensation, excluding share-based compensation | $ | $ | |||||||||
| Share-based compensation | ( | ||||||||||
| Collaboration Warrants | |||||||||||
Other selling, general and administrative (1) | |||||||||||
| Total selling, general and administrative | $ | $ | |||||||||
(1)Other SG&A expense primarily consists of professional and consulting fees, facilities and other related costs and other administrative expenses.
The following table provides information about disaggregated R&D expenses:
| Year Ended December 31, | |||||||||||
| $ in thousands | 2024 | 2023 | |||||||||
| Employee compensation, excluding share-based compensation | $ | $ | |||||||||
| Share-based compensation | |||||||||||
Other research and development (1) | |||||||||||
| Total research and development | $ | $ | |||||||||
(1)Other R&D expense primarily consists of direct R&D costs, prototyping and testing expenses.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Annual Report on Form 10-K (this “Annual Report”), the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, and as a result of the material weaknesses described below, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013). Based on our assessment, management concluded that, as of December 31, 2024, our internal control over financial reporting was not effective due to the material weaknesses identified in connection with the filing of the Annual Report on Form 10-K/A for the year ended December 31, 2021, as described below, which have not yet been fully remediated.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
The material weaknesses are as follows:
•We did not design or maintain an effective control environment specific to the areas of financial reporting and our close process, including effective review of technical accounting matters (e.g., revenue recognition).
•We did not design or maintain an effective control environment to ensure proper segregation of duties, including separate review and approval of journal entries and access within our accounting system.
These material weaknesses resulted in the misstatement of our revenue, costs of revenue and provision for contract losses and in the restatement of the Company’s financial statements for the period ended December 31, 2021. Additionally, the material weaknesses described above could result in a misstatement of account balances or disclosures that would result in a material misstatement of the annual or interim consolidated financial statements that would not be prevented or detected.
This Annual Report does not include, and we are not required to include, an attestation report of our independent registered public accounting firm on the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 due to an exemption for “emerging growth company” as defined in the JOBS Act.
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Remediation Plan
During 2024, management continued to take actions to remediate the deficiencies in our internal controls over financial reporting. These actions are intended to facilitate the enhanced review of underlying information related to financial reporting. They also aim to formalize and improve our internal controls over financial reporting both in scope and quality. We are committed to addressing the underlying causes of the material weaknesses. Despite ongoing efforts to remedy these weaknesses, their resolution will only be acknowledged when our comprehensive remediation plan has been fully implemented. These actions include, but are not limited to, the following:
•Design and execution of enhanced controls, operating at the level of precision necessary to prevent and detect potential material misstatements and to aid in the detection of potential deviations, which may be relied upon in our financial reporting and close process.
•Implementation of improvements to our overall company-wide risk assessment process and assessment of the effectiveness of control activities to contribute to the mitigation of risks.
•Hiring experienced accounting and financial reporting personnel to refine key control roles and responsibilities.
Although we have made significant progress in remediating the aforementioned deficiencies, due to changes to our executive team, various reductions in force and resulting changes in our business processes, the material weaknesses continued to exist as of December 31, 2024. The Company has focused on strengthening its core business processes with the goal of establishing operating effectiveness of its internal controls in the fiscal year 2025; however, resolution of these weaknesses will only be acknowledged when our comprehensive remediation plan has been fully implemented.
Changes in Internal Control over Financial Reporting
While we continue to implement design enhancements to our internal control procedures, we believe that other than the changes described above regarding the ongoing remediation efforts, there were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. In January 2024, we had changes to our executive team. Our Chief Financial Officer resigned effective January 11, 2024 and the Board appointed an Interim Chief Financial Officer. In addition, our Chief Accounting Officer resigned effective January 26, 2024 and a new Chief Accounting Officer was appointed at the same time. On April 1, 2024, the Board appointed a new Chief Financial Officer to replace the Interim Chief Financial Officer.
Inherent Limitations on Effectiveness of Controls
Management recognizes that a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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Item 9B. Other Information
Trading Arrangements
During the three months ended December 31, 2024, none of the Company’s directors or officers adopted terminated
Amendments to Agreements With Our Named Executive Officers
Christiana Obiaya. On March 26, 2025, the Company entered into an amendment to the Employment Agreement dated March 29, 2023 by and between the Company and the Company’s Chief Executive Officer, Christiana Obiaya.
Pursuant to the amended employment agreement, upon a “qualifying termination” (defined in the employment agreement as a termination without “cause” or resignation for “good reason”), (i) in lieu of paying severance of 12 months in salary continuation, severance will be payable in a single lump-sum cash payment and (ii) in lieu of paying COBRA premiums for up to 12 months following termination of employment, payment shall instead be made in the form of a lump-sum cash amount equal to 12 months of grossed-up monthly COBRA premiums, in each case subject to execution of the release of claims.
In addition, the amendment clarified that upon a qualifying termination that occurs within 12 months following a Change of Control (as defined in the 2021 Plan), Ms. Obiaya’s previously contracted right to receive an amount equal to target bonus for the year in which the qualifying termination occurs (in lieu of the pro rata bonus payment) will be payable immediately following such termination of employment, subject to execution of the release of claims.
Refer to “Item 11. Executive Compensation—Agreements With Our Named Executive Officers” for additional information regarding Ms. Obiaya’s employment agreement. The foregoing description of Ms. Obiaya’s employment agreement is subject to and qualified in its entirety by reference to the full text of the employment agreement, which is filed as an exhibit to this Annual Report.
Phelps Morris. On March 26, 2025, the Company entered into an amendment to the Employment Agreement dated March 25, 2024 by and between the Company and the Company’s Chief Financial Officer, Phelps Morris.
Pursuant to the amended employment agreement, upon a “qualifying termination” (defined in the employment agreement as a termination without “cause” or resignation for “good reason”), (i) in lieu of paying severance of 12 months in salary continuation, severance will be payable in a single lump-sum cash payment and (ii) in lieu of paying COBRA premiums for up to 12 months following termination of employment, payment shall instead be made in the form of a lump-sum cash amount equal to 12 months of grossed-up monthly COBRA premiums, in each case subject to execution of the release of claims.
In addition, the amendment clarified that upon a qualifying termination that occurs within 12 months following a Change of Control (as defined in the 2021 Plan), Mr. Morris’s previously contracted right to receive an amount equal to target bonus for the year in which the qualifying termination occurs (in lieu of the pro rata bonus payment) will be payable immediately following such termination of employment, subject to execution of the release of claims.
Refer to “Item 11. Executive Compensation—Agreements With Our Named Executive Officers” for additional information regarding Mr. Morris’s employment agreement. The foregoing description of Mr. Morris’s employment agreement is subject to and qualified in its entirety by reference to the full text of the employment agreement, which is filed as an exhibit to this Annual Report.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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Part III
Item 10. Directors, Executive Officers and Corporate Governance
Executive Officers and Directors
The following table sets forth the name, age and position of each of the directors and executive officers of Heliogen as of March 20, 2025:
| Name | Age | Position | ||||||||||||
| Executive Officers | ||||||||||||||
Christiana Obiaya (5) | 42 | Chief Executive Officer; Director | ||||||||||||
Phelps Morris (1) | 51 | Chief Financial Officer | ||||||||||||
| Non-Employee Directors | ||||||||||||||
Julie Kane (2)(4) | 66 | Chairperson of the Board | ||||||||||||
Stacey Abrams (4)(5) | 51 | Director | ||||||||||||
Barbara Burger (3)(5) | 64 | Director | ||||||||||||
Roger Lazarus (2)(3) | 66 | Director | ||||||||||||
Phyllis W. Newhouse (2)(3) | 62 | Director | ||||||||||||
Suntharesan Padmanathan (5) | 66 | Director | ||||||||||||
(1)On April 1, 2024, the Board appointed Phelps Morris as Chief Financial Officer.
(2)Member of Heliogen’s Audit Committee.
(3)Member of Heliogen’s Compensation and Human Capital Committee.
(4)Member of Heliogen’s Nominating and Corporate Governance Committee.
(5)Member of Heliogen’s Corporate Strategy Committee.
Executive Officers
Christiana Obiaya. On February 5, 2023, Ms. Obiaya was appointed to serve as Heliogen’s Chief Executive Officer and a member of the Board, having previously served as the Chief Financial Officer since March 2021. Prior to joining Heliogen, Ms. Obiaya held roles as Chief Financial Officer and head of strategy for Bechtel Energy (“Bechtel”) from 2017 to 2021 as well as various other leadership roles spanning finance, strategy, project development and investment, and project execution from 2010 to 2017. Prior to Bechtel, Ms. Obiaya worked on renewable energy projects in Kenya and India from 2008 to 2009. Ms. Obiaya began her nearly 20-year career as an engineer, designing products and scaling up manufacturing processes at a multinational consumer goods company from 2004 to 2008. Ms. Obiaya also serves as a director of Tetra Tech, Inc. (NASDAQ: TTEK) since January 2023 and is a member of the compensation and strategic planning and enterprise risk committees. Ms. Obiaya graduated from MIT with a B.S. in Chemical Engineering and an MBA from MIT Sloan School of Management.
Ms. Obiaya was selected to serve on our Board because of her experience in leadership roles and perspective in corporate strategy.
Phelps Morris. On April 1, 2024, Mr. Morris was appointed to serve as Heliogen’s Chief Financial Officer. Prior to joining the Company, Mr. Morris served as Chief Financial Officer of FTC Solar, Inc. (NASDAQ: FTCI) from March 2022 to November 2023 where he led all aspects of the finance function. Previously, he served as Senior Vice President and Treasurer of True Blue, Inc. (NYSE: TBI) from November 2016 to March 2022. Mr. Morris also acted as Vice President, Investor Relations at Sunedison, Inc. (NYSE: SUNE) from May 2014 to August 2016. Mr. Morris brings extensive knowledge of the solar industry, and more than 20 years of experience in finance with expertise spanning treasury, capital markets, mergers and acquisitions, risk management and investor relations. Mr. Morris is a Certified Financial Analyst charterholder and holds an MBA from the Ross School of Business at the University of Michigan and a BA in Economics from Middlebury College.
79
Non-Employee Directors
Julie Kane. Ms. Kane has served as a member of our Board since December 2021 and as the chairperson of the Board since March 2023. Previously, Ms. Kane served as a director of SIGA Technologies, Inc. (Nasdaq: SIGA) from May 2019 to June 2023 where she chaired the compensation committee and nominations and corporate governance committee. From 2015 to 2020, Ms. Kane served as the Senior Vice President, Chief Ethics and Compliance Officer, and Deputy General Counsel of PG&E Corporation. Prior to joining PG&E Corporation, Ms. Kane worked at Avon Products, Incorporated as Vice President and General Counsel of Avon North America and Corporate Legal Functions from 2013 to 2015. Prior to joining Avon in 2013, Ms. Kane held a number of senior roles with Novartis Corporation and its affiliates over a 25-year period. Ms. Kane is a member of the board of directors of the Ethics Resource Center in Washington, D.C. from 2017 to 2013, and formerly served on the Board of Governors of the Commonwealth Club of California. Ms. Kane holds a B.A. in political science from Williams College and J.D. from the University of San Francisco School of Law. Ms. Kane is a member of the California state bar.
Ms. Kane was selected to serve on our Board because of her decades of experience spanning several industries, including pharmaceuticals, chemicals and agribusiness, beauty, direct-selling and dual-fuel utilities, along with her experience in environmental, social and governance matters, provides our Board with valuable insight into many aspects of our business.
Stacey Abrams. Ms. Abrams has served as a member of our Board since December 2021. Ms. Abrams has served as the Chief Executive Officer of Sage Works Production, Inc. since 2020 and as the Chief Executive Officer of Sage Works, LLC since September 2002. She co-founded Insomnia Consulting in 2006 to specialize in development, investment and consulting for complex infrastructure projects, including transportation, waste-by-rail transfer, energy, facilities and water. In addition, Ms. Abrams founded and served as executive director of the Southern Economic Advancement Project from March 2019 until December 2021. From 2007 to 2017, Ms. Abrams served as a State Representative of the Georgia General Assembly and as the minority leader from 2011 to 2017. She previously served as the Chief Executive Officer of the Third Sector Development from August 1998 until March 2019. Ms. Abrams previously also co-founded and served as Senior Vice President of NOWaccount Network Corporation from 2010 to 2016. Ms. Abrams currently serves on the boards of directors of a number of organizations, including ShoulderUp Technology Acquisition Corp., the National Democratic Institute for International Affairs and the Marguerite Casey Foundation. Ms. Abrams has a strong record on climate change, environmental justice and climate action. She has served on the advisory boards of World War Zero (founded by former Secretary of State John Kerry) and Climate Power 2020 (founded by John Podesta). Ms. Abrams received a B.A. in Interdisciplinary Studies from Spelman College, a Master of Public Affairs from the University of Texas Lyndon B. Johnson School of Public Affairs, and a J.D. from Yale University.
Ms. Abrams was selected to serve on our Board because of her expertise in environmental justice and climate action and her leadership experience in both government and the private sector.
80
Barbara Burger. Dr. Burger has served as a member of our Board since September 2022. Dr. Burger currently serves as an advisor for Syzygy Plasmonics (since June 2022), Epicore Biosystems (since July 2022) and Sparkz (since April 2023). She has also served on the Emerald Technology Ventures Advisory Council since April 2022 and as a senior advisor to Energy Impact Partners since April 2023 and Marunouchi Innovation Partners since October 2023. Dr. Burger currently serves on the board of directors of Bloom Energy, Inc. (NYSE: BE), Milestone Environmental Services and Revterra. Dr. Burger also holds a wide range of civic and industrial leadership governing board and advisory council positions including the Houston Symphony Society, the National Renewable Energy Laboratory and Activate. Previously, Dr. Burger was the Vice President, Innovation at Chevron and President of Chevron Technology Ventures from June 2013 to April 2022. Prior to that, Dr. Burger held a number of management positions at Chevron across International Marketing, Chemicals, Technology Marketing, Lubricants, Ventures, and Innovation. Dr. Burger has spent most of her career focused on the big challenges in energy transition, equity, and access to education. Dr. Burger is an active alumnus of the University of Rochester where she serves on the Board of Trustees and chairs the River Campus Libraries National Council. She also established the Barbara J. Burger Endowed Scholarship in the Sciences and founded the Barbara J. Burger iZone, where students generate, refine, and communicate ideas for social, cultural, community and economic impact. At the California Institute of Technology, Dr. Burger supports graduate women in chemistry and serves on the Strategic Advisory Board for the Resnick Sustainability Institute. Dr. Burger holds a bachelor’s degree in chemistry from the University of Rochester, a PhD degree in chemistry from the California Institute of Technology and an MBA degree in finance, with academic honors, from the University of California, Berkeley.
Dr. Burger was selected to serve on our Board because of her expertise in the energy and chemical sectors and her deep experience in industrial growth and innovation.
Roger Lazarus. Mr. Lazarus has served as a member of our Board since March 2023. Mr. Lazarus served as the Chief Financial Officer of Chain Bridge I, a special purpose acquisition company from November 2021 through March 2024 and as a venture partner to Marcy Venture Partners and its portfolio companies from March 2020 through August 2024. From 1997 to 2019 Mr. Lazarus worked as a partner at Ernst & Young LLP advising on acquisitions and investments for corporate and private equity clients. During his career with Ernst & Young, he served in a variety of roles, including as the Chief Operating Officer (“COO”) and board member of Ernst & Young’s LatAm North region, where he managed internal operations and oversaw financial and operating reporting for 13 countries from 2017 to 2019, as a managing partner and COO of Ernst & Young Colombia from 2013 to 2019, and as the managing partner of Ernst & Young´s West Region Transactions service-line from 2006 to 2009. Mr. Lazarus is a director, the chair of the Audit Committee and a member of the Governance Committee of Logistics Properties of the Americas (NYSEAMERICAN: LPA), a 3PL real estate developer in Costa Rica, Colombia and Peru. He is chair of the Audit Committee of the Goldman Environmental Foundation, the sponsor of the annual Goldman Environmental Prize. Mr. Lazarus is a Chartered Accountant (ICAEW), holds a BA with honors in Economics from the University of York, England and completed the international certification of the Institute of Directors (London, England) in 2020.
Mr. Lazarus was selected to serve on our Board because of his valuable financial and operational expertise across both developed and emerging markets.
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Phyllis Newhouse. Ms. Newhouse has served as a member of our Board since December 2021. Ms. Newhouse is a serial entrepreneur and investor, retired military senior officer and mentor. Ms. Newhouse is the founder of XtremeSolutions, Inc., an Atlanta-based cybersecurity firm that offers service in both the federal and private sectors (“XSI”). Since founding XSI in June 2002, Ms. Newhouse has served as XSI’s Chief Executive Officer and has led the company in offering a wide range of IT expertise and provides industry leading, state-of-the-art information technology and cybersecurity services and solutions. Ms. Newhouse is also the founder and Chief Executive Officer of ShoulderUp Technology Acquisition Corp., a blank check company which completed its initial public offering in November 2021. Prior to founding XSI, Ms. Newhouse served as a member of the United States Army for more than 22 years, where she focused on national security issues and helped to establish the Cyber Espionage Task Force. Ms. Newhouse currently serves on the board of directors of Sabre GLBL Inc. (NASDAQ: SABR), as well as for the Technology Association of Georgia and Business Executives for National Security. Ms. Newhouse is also the founder of ShoulderUp, a nonprofit organization dedicated to connecting and supporting women on their entrepreneurial journeys. Additionally, Ms. Newhouse serves on the executive board and is a member of the Women President Organization and serves on the board of Girls Inc., a nonprofit organization that encourages all girls to be “Strong, Smart, and Bold.” Ms. Newhouse is known as a pioneer in cybersecurity. She has received numerous awards as an industry thought leader. In 2017, Ms. Newhouse became the first woman to win an Ernst & Young (“EY”) Entrepreneur of The Year award in the technology category. She was admitted into the 2013 class of EY Entrepreneurial Winning Women, and in 2019 was inducted into the Enterprising Women hall of fame. Ms. Newhouse received her B.A. in Liberal Arts Science from Saint Leo College.
Ms. Newhouse was selected to serve on our Board because of her significant knowledge of the cybersecurity and IT industries and experience as a director of publicly and privately-held companies.
Suntharesan Padmanathan. Mr. Padmanathan has served as a member of our Board since December 2021. Mr. Padmanathan is a seasoned engineering and energy expert with over 40 years of industry experience. Mr. Padmanathan served as vice-chairman of the board of directors of ACWA Power from January 2022 to September 2023 and currently also serves as a member of the board of directors of several companies involved in power and water development across the globe, including BESIX, XLink Ltd, Zhero BV and Desolenator BV. He previously served as President & Chief Executive Officer of ACWA Power from 2007 to March 2023 and before that, as Head of Business Development from 2005 to 2007. During his time at ACWA Power, Mr. Padmanathan spearheaded its expansion from a startup to a leading private developer, owner and operator of power generation and desalinated water production plants today including its emergence as the largest developer and owner of concentrated solar power with molten salt storage technology in the world. Prior to joining ACWA Power, Mr. Padmanathan was Vice President and Corporate Officer at Black and Veatch, where he was responsible for developing privately financed power, water and wastewater projects in over a dozen countries. Before that, he was the Chief Executive of Black & Veatch Africa Limited and an Executive Director of Burrow Binnie International Ltd. Mr. Padmanathan began his career as an engineer at John Burrow and Partners Overseas. Mr. Padmanathan holds a degree in Engineering from the University of Manchester, United Kingdom.
Mr. Padmanathan was selected to serve on our Board because of his significant knowledge of the renewable energy industry and his experience as an executive officer and member of the boards of directors of several companies involved in power and water development across the globe.
Family Relationships
There are no family relationships among any of our directors or executive officers.
Board Composition
Our business and affairs are organized under the direction of the Board. The Board consists of seven members. Ms. Kane serves as Chairperson of the Board. The primary responsibilities of the Board are to provide oversight, strategic guidance, counseling and direction to management. The Board meets on a regular basis and additionally as required.
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In accordance with the terms of the Certificate of Incorporation, the Board is divided into three classes, Class I, Class II and Class III, with only one class of directors being elected in each year and each class serving a three-year term.
•Class I consists of Ms. Obiaya, Ms. Newhouse and Mr. Padmanathan, whose terms will expire at Heliogen’s annual meeting of stockholders to be held in 2025;
•Class II consists of Ms. Abrams and Dr. Burger, whose terms will expire at Heliogen’s annual meeting of stockholders to be held in 2026; and
•Class III consists of Ms. Kane and Mr. Lazarus whose terms will expire at Heliogen’s annual meeting of stockholders to be held in 2027.
At each annual meeting of stockholders the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. This classification of the Board may have the effect of delaying or preventing changes in control or management. Our directors may be removed for cause by the affirmative vote of the holders of at least a majority of our voting stock.
Role of the Board in Risk Oversight
One of the key functions of the Board is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure and our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps its management take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements. Our Compensation and Human Capital Committee (“Compensation Committee”) assesses and monitors whether our compensation plans, policies and programs comply with applicable legal and regulatory requirements.
NYSE Delisting
On November 7, 2023, we received a letter from the staff of New York Stock Exchange (“NYSE”) Regulation notifying us that it had determined to commence proceedings to delist our common stock and Public Warrants. The NYSE Regulation reached its decision to delist these securities pursuant to Section 802.01B of the NYSE’s Listed Company Manual because we had fallen below the NYSE’s continued listing standard requiring listed companies to maintain an average global market capitalization over a consecutive 30 trading day period of at least $15 million. On April 15, 2024, the Company notified the NYSE that the Company intended to withdraw its appeal of the delisting determination and on June 10, 2024, the NYSE filed with the SEC a Notification of Removal From Listing and/or Registration under Section 12(b) of the Exchange Act on Form 25 in order to delist the Company’s common stock and Public Warrants from the NYSE and deregister the Company’s common stock and Public Warrants under Section 12(b) of the Exchange Act. The delisting became effective on June 20, 2024.
Our common stock is currently quoted on the OTCQX, the highest market tier operated by the OTC Markets Group, Inc. We intend to continue to comply with public company SEC regulations and other NYSE listing requirements, including maintaining an independent board of directors with corporate governance rules and oversight committees.
Board Committees
The Board established an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee (“Nominating Committee”) and a Corporate Strategy Committee. The Board adopted a charter for each of these committees, which complies with the applicable requirements of current NYSE Listing Rules. We intend to comply with future requirements to the extent they will be applicable to us. Copies of the charters for each committee are available on the investor relations portion of our website.
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Audit Committee
Our Audit Committee is currently composed of three directors: Ms. Kane, Mr. Lazarus and Ms. Newhouse. Mr. Lazarus was appointed as the chair of the Audit Committee on April 1, 2024. The Board has adopted a written Audit Committee charter that is available to stockholders on the Company’s website.
The primary purpose of our Audit Committee is to discharge the responsibilities of our Board with respect to our corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee our independent registered public accounting firm. Specific responsibilities of the Audit Committee include:
•overseeing the Company’s accounting and financial reporting processes, systems of internal control, financial statement audits and the integrity of the Company’s financial statements;
•managing the selection, engagement terms, fees, qualifications, independence, and performance of the registered public accounting firms engaged as the Company’s independent outside auditors for the purpose of preparing or issuing an audit report or performing audit services;
•reviewing any reports or disclosures required by applicable law and stock exchange listing requirements;
•overseeing the design, implementation, organization and performance of the Company’s internal audit function;
•helping the Board oversee the Company’s programs and policies designed to ensure legal and regulatory compliance, including risk assessment and management practices and policies;
•considering any requests by directors or executive officers of the Company for a waiver from the Code of Business Conduct and Ethics (the “Code of Conduct”); and
•providing regular reports and information to the Board.
Our Board reviews the NYSE listing standards definition of independence for Audit Committee members on an annual basis and has determined that all members of the Audit Committee are independent (as independence is currently defined in Section 303A.07(a) of the NYSE Listed Company Manual and Rule 10A-3(b)(1) of the Exchange Act).
Our Board has determined that Mr. Lazarus is an “audit committee financial expert” within the meaning of SEC regulations. Each member of the Audit Committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, the Board examined each Audit Committee member’s scope of experience and the nature of their employment.
Compensation and Human Capital Committee
Our Compensation Committee is composed of three directors: Dr. Burger, Mr. Lazarus and Ms. Newhouse. The chair of the Compensation Committee is Ms. Newhouse. Our Board has determined that each member of our Compensation Committee is independent under the listing standards of the NYSE, and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. Our Board has adopted a written Compensation Committee charter that is available to stockholders on our website.
The primary purpose of our Compensation Committee is to discharge the responsibilities of our Board in overseeing our compensation policies, plans, and programs, and to review and determine the compensation to be paid to our executive officers, directors, and other senior management, as appropriate. Specific responsibilities of our Compensation Committee include:
•helping the Board oversee the Company’s compensation policies, plans and programs with a goal to attract, incentivize, retain and reward top quality executive management and employees;
•reviewing and determining the compensation to be paid to the Company’s executive officers and directors;
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•when required, reviewing and discussing with management the Company’s compensation disclosures in the “Compensation Discussion and Analysis” section of the Company’s annual reports, registration statements, proxy statements or information statements filed with the SEC;
•when required, preparing and reviewing the Compensation Committee report on executive compensation included in the Company’s annual proxy statement in accordance with applicable rules and regulations of the SEC in effect from time to time; and
•reviewing the human capital management practices related to the Company’s talent generally (including how the Company recruits, develops, and retains people).
The composition and function of our Compensation Committee comply with all applicable requirements of the Sarbanes-Oxley Act, SEC rules and regulations and NYSE listing rules. We will comply with future requirements to the extent they become applicable to us.
Nominating and Corporate Governance Committee
Our Nominating Committee is composed of two directors: Ms. Abrams and Ms. Kane. The chair of the Nominating Committee is Ms. Abrams. Our Board has determined that each member of the Nominating Committee is independent under the listing standards of the NYSE. Our Board has adopted a written Nominating Committee charter that is available to stockholders on the Company’s website. Specific responsibilities of the Nominating Committee include:
•helping the Board oversee the Company’s corporate governance functions and develop, update as necessary and recommend to the Board the governance principles applicable to the Company;
•identifying, evaluating and recommending and communicating with candidates qualified to become Board members or nominees for directors of the Board consistent with criteria approved by the Board;
•reviewing candidates nominated by stockholders;
•recommending the composition, functions, and duties of the committees of the Board;
•overseeing and monitoring the Company’s corporate governance policies and initiatives, including its Code of Conduct and environmental and sustainability policies and initiatives, and risks related to the Company’s operations, supply chain, and customer engagement;
•annually overseeing an evaluation of the performance of the Board, including the Board committees, and, as appropriate, making recommendations to the Board for areas of improvement; and
•making other recommendations to the Board relating to the directors of the Company.
The composition and function of the Nominating Committee comply with all applicable requirements of the Sarbanes-Oxley Act, SEC rules and regulations and NYSE listing rules. We will comply with future requirements to the extent they become applicable to us.
Corporate Strategy Committee
Our Corporate Strategy Committee consists of Ms. Obiaya, Ms. Abrams, Dr. Burger and Mr. Padmanathan. Dr. Burger serves as the chair of the Corporate Strategy Committee. The functions of the committee include, among other things:
•reviewing and discussing periodically with the Chief Executive Officer and other management of the Company the execution and implementation of the Company’s long-range strategic plan, including product and customer initiatives;
•reviewing and advising periodically regarding specific strategic initiatives of management and the risks and opportunities associated with any such initiatives, including risks and opportunities as they relate to the Company’s customers and employees, the Company’s products and technology, and the Company’s brand and reputation; and
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•reporting to the Board with respect to matters discussed by the committee with management, and to ensure the Board is periodically apprised of the Company’s progress with respect to implementation of any Board-approved strategy.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our Section 16 officers, directors and persons who beneficially own more than 10% of our common stock to file with the SEC reports of their ownership and changes in their ownership of our common stock. To our knowledge, based solely on review of the copies of such reports and amendments to such reports with respect to the year ended December 31, 2024 filed with the SEC, all required Section 16 reports under the Exchange Act for our directors, officers and beneficial owners of greater than 10% of our common stock were filed on a timely basis during the year ended December 31, 2024, except for one Form 4 filed on behalf of each of Ms. Obiaya, an officer and member of the Board, Mr. Doyle, an officer and Ms. Siu, an officer for one transactions of Heliogen common shares and two Form 4’s filed on behalf of Ms. Newhouse, a member of the Board for two transactions of Heliogen common shares.
Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee has ever been one of our executive officers or employees. None of our executive officers currently serve, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers that serve as a member of the Board or Compensation Committee.
Insider Trading, Anti-Hedging and Anti-Pledging Policy
We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees that is designed to promote compliance with insider trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes.
In addition to the general provisions of our Insider Trading Policy, which prohibits all employees, officers and directors from trading in our securities while in possession of material nonpublic information, the policy also prohibits our directors, officers, including our named executive officers, and certain other employees of the Company from engaging in hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. Our Insider Trading Policy also prohibits trading in derivative securities related to our common stock, which include publicly-traded call and put options (other than employee options and other equity awards granted under our equity compensation plans), as well purchasing our common stock on margin or holding our common stock in margin accounts.
Code of Business Conduct and Ethics for Employees, Executive Officers and Directors
The Board has adopted a Code of Conduct, applicable to all of Heliogen’s employees, executive officers and directors. The Code of Conduct is available on Heliogen’s website at www.heliogen.com. Information contained on or accessible through Heliogen’s website is not a part of this Annual Report on Form 10-K (this “Annual Report”), and the inclusion of Heliogen’s website address in this Annual Report is an inactive textual reference only. To the extent required by rules adopted by the SEC, we will promptly disclose future amendments to our Code of Conduct or waivers of its requirements that apply to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions on our website at www.heliogen.com.
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Item 11. Executive Compensation
For the year ended December 31, 2024, Heliogen’s named executive officers were:
•Christiana Obiaya — Chief Executive Officer
•Phelps Morris — Chief Financial Officer (1)
•Thomas Doyle — Chief Commercial Officer (2)
(1)On April 1, 2024, the Board appointed Phelps Morris, as Chief Financial Officer.
(2)Effective December 31, 2024, Thomas Doyle resigned from his position as Chief Commercial Officer.
Agreements With Our Named Executive Officers
Christiana Obiaya. Ms. Obiaya entered into an employment agreement with Heliogen on March 29, 2023, as amended on March 26, 2025. Pursuant to the terms of her employment agreement, Ms. Obiaya is entitled to an annual base salary of $600,000, effective as of February 5, 2023. The employment agreement also provides for a discretionary annual bonus of up to 100% of Ms. Obiaya’s then-current annual base salary, payable based upon the achievement of certain goals as determined by the Board and outlined in the Company’s annual executive bonus plan. Ms. Obiaya is also entitled to a monthly housing allowance of $5,000 for temporary housing expenses in the Los Angeles, California area, until the 12-month anniversary following the effective date of her employment agreement. Ms. Obiaya is also eligible to participate in the employee benefit plans generally available to our employees and maintained by Heliogen.
In addition, the employment agreement provides that Ms. Obiaya would receive a restricted stock unit (“RSU”) award under the Heliogen, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) covering 42,857 shares of Heliogen’s common stock for the fiscal year 2023 annual equity grant. The RSU award vests as to 6.25% on each quarterly vesting date following the date of grant, subject to Ms. Obiaya’s continued service through each vesting date.
Upon a “qualifying termination” (defined in the employment agreement as a termination without “cause” or resignation for “good reason”) under the employment agreement, and subject to her execution of a release of claims, Ms. Obiaya will receive, as severance, (i) 100% of her base salary, paid as a lump-sum cash amount, following such termination of employment, (ii) a lump-sum cash amount equal to 12 months of her COBRA premiums, and (iii) in the event the Board determines that the applicable annual bonus milestones have met, a pro rata bonus award based on the date of the qualifying termination.
Upon a qualifying termination that occurs within 12 months following a Change of Control (as defined in the 2021 Plan), Ms. Obiaya is entitled to receive, immediately following such termination of employment, the base salary severance, payment of her COBRA premiums and an amount equal to her target bonus for the year in which the qualifying termination occurs (in lieu of the pro rata bonus payment), and any equity award granted to Ms. Obiaya under the Legacy Heliogen 2013 Stock Incentive Plan (the “2013 Plan”) or the 2021 Plan that is subject to time-based vesting will accelerate and become fully vested and exercisable, all subject to execution of the release of claims.
Phelps Morris. Mr. Morris entered into an employment agreement with Heliogen on March 25, 2024, as amended on March 26, 2025. Pursuant to the terms of his employment agreement, Mr. Morris is entitled to an annual base salary of $400,000, effective as of April 1, 2024. The employment agreement also provides for a discretionary annual bonus of up to 100% of Mr. Morris’s then-current annual base salary, payable based upon the achievement of certain goals as determined by the Board and outlined in the Company’s annual executive bonus plan. Mr. Morris is also entitled to relocation assistance of $20,000 for Mr. Morris to relocate from his current residence to the Houston, Texas area. Mr. Morris also received an RSU award under the 2021 Plan of 75,000 shares of Heliogen’s common stock, of which 25% will vest on the first anniversary of the effective date of his employment agreement, and 6.25% will vest each quarter thereafter, subject to Mr. Morris's continued service through each such vesting date. Mr. Morris is also eligible to participate in the employee benefit plans generally available to our employees and maintained by Heliogen.
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Upon a “qualifying termination” (defined in the employment agreement as a termination without “cause” or resignation for “good reason”) under the employment agreement, and subject to his execution of a release of claims, Mr. Morris will receive, as severance, (i) 100% of his base salary, paid as a lump-sum cash amount, following such termination of employment, (ii) a lump-sum cash amount to 12 months of his COBRA premiums, and (iii) in the event the Board determines that the applicable annual bonus milestones have met, a pro rata bonus award based on the date of the qualifying termination.
Upon a qualifying termination that occurs within 12 months following a Change of Control (as defined in the 2021 Plan), Mr. Morris is entitled to receive, immediately following such termination of employment, the base salary severance, payment of his COBRA premiums and an amount equal to his target bonus for the year in which the qualifying termination occurs (in lieu of the pro rata bonus payment), and any equity award granted to Mr. Morris under the 2021 Plan that is subject to time-based vesting will accelerate and become fully vested and exercisable, all subject to execution of the release of claims.
Thomas Doyle. Mr. Doyle resigned from his position as Chief Commercial Officer effective December 31, 2024. Mr. Doyle entered into an employment agreement with Heliogen on March 29, 2023. Pursuant to the terms of his employment agreement, Mr. Doyle was entitled to an annual base salary of $400,000. The employment agreement also provided for a discretionary annual bonus of up to 50% of Mr. Doyle’s then-current annual base salary, which would have been payable based upon the achievement of certain goals as determined by the Board and outlined in the Company’s annual executive bonus plan. Mr. Doyle was also eligible to participate in the employee benefit plans generally available to our employees and maintained by Heliogen.
Upon a “qualifying termination” (defined in the employment agreement as a termination without “cause” or resignation for “good reason”), under the employment agreement, and subject to his execution of a release of claims, Mr. Doyle would have continued to receive, as severance, (i) 75% of his base salary, paid over the 9 months following such termination of employment in accordance with Heliogen’s regular payroll practices, (ii) reimbursement for his COBRA premiums for up to 9 months following such termination of employment, and (iii) in the event the Board would have determined that the applicable annual bonus milestones had been met, a pro rata bonus award based on the date of the qualifying termination.
Upon a qualifying termination that occurs within 12 months following the change of control (as defined in the 2021 Plan), Mr. Doyle would have been entitled to receive the base salary severance, COBRA reimbursement, an amount equal to his target bonus for the year in which the qualifying termination occurs (in lieu of the pro rata bonus payment), and any equity award granted to Mr. Doyle under the 2013 Plan or the 2021 Plan that is subject to time-based vesting would have accelerated and become fully vested and exercisable, all subject to execution of the release of claims.
Mr. Doyle resigned from his position as Chief Commercial Officer effective December 31, 2024. All outstanding unvested stock options and RSU awards granted to Mr. Doyle as of December 31, 2024 were forfeited. Mr. Doyle entered into a Separation Agreement with Heliogen which provides Mr. Doyle will receive: (i) payments equal to his salary for eight months following December 31, 2024; and (ii) provided Mr. Doyle elects COBRA continuation coverage, contributions toward premiums for healthcare insurance coverage for up to eight months.
Other Compensation and Benefits
Benefits and Perquisites
Heliogen provides benefits to its executive officers on the same basis as is provided to all of its employees, including health, dental and vision insurance; life insurance; accidental death and dismemberment insurance; short-term and long-term disability insurance; flexible spending accounts; employee assistance program; and a work-from-home allowance.
Other than the director and officer insurance coverage Heliogen maintains for its directors and officers, Heliogen does not maintain any executive-specific health and welfare benefits or perquisites.
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401(k) Plan
We maintain a 401(k) plan that provides eligible employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to defer eligible compensation up to certain limits under the Internal Revenue Code of 1986, as amended (the “Code”), which are updated annually. Our 401(k) plan provides for a safe harbor employer matching contribution equal to 100% of the first 3% of eligible compensation and 50% of the next 2% of eligible compensation contributed to the plan by an employee. The 401(k) plan is intended to be qualified under Section 401(a) of the Code, with the related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan are deductible by us when made, and contributions and earnings on those amounts are not generally taxable to the employees until withdrawn or distributed from the 401(k) plan.
Clawback Policy
We have adopted a Dodd-Frank Wall Street Reform and Consumer Protection Act-compliant compensation recoupment policy in accordance with SEC and listing exchange requirements (the “Clawback Policy”). In the event we are required to prepare an Accounting Restatement (as defined in the Clawback Policy), we will recover any compensation received after October 2, 2023 by any current or former executive officer that is based wholly or in part upon the attainment of a financial reporting measure.
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
The Company has granted in the past, but does not currently grant, stock options, stock appreciation rights, or similar instruments with option-like features and has no policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K.
Summary Compensation Table
The following table shows for the years ended December 31, 2024 and 2023, compensation awarded or paid to, or earned by, the named executive officers:
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(7) | Total ($) | |||||||||||||||||||||||||||||||||||
Christiana Obiaya | 2024 | $ | 600,000 | $ | — | $ | — | $ | 27,000 | $ | 627,000 | ||||||||||||||||||||||||||||||
| Chief Executive Officer | 2023 | 576,923 | 413,999 | 174,000 | (5) | 68,200 | 1,233,122 | ||||||||||||||||||||||||||||||||||
Phelps Morris (1) | 2024 | 292,308 | 101,250 | — | 31,077 | 424,635 | |||||||||||||||||||||||||||||||||||
Chief Financial Officer | |||||||||||||||||||||||||||||||||||||||||
Thomas Doyle (2) | 2024 | 400,000 | — | — | 16,000 | 416,000 | |||||||||||||||||||||||||||||||||||
| Chief Commercial Officer | 2023 | 400,000 | 55,197 | 120,000 | (6) | 13,200 | 588,397 | ||||||||||||||||||||||||||||||||||
(1)On April 1, 2024, the Board appointed Phelps Morris, as Chief Financial Officer.
(2)Effective December 31, 2024, Thomas Doyle resigned from his position as Chief Commercial Officer.
(3)Amounts represent the aggregate grant date fair value of restricted stock units (“RSU”) awards granted to our named executive officers, computed in accordance with ASC Topic 718. Assumptions used in calculating the grant date fair value are included in Note 12—Share-based Compensation to our consolidated financial statements included in this Annual Report for the year ended December 31, 2024. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officer.
(4)Amounts represent the value of a performance-based bonus the named executive officers were entitled to under the Company’s 2023 Executive Bonus Plan (as defined below).
(5)Ms. Obiaya was granted a cash bonus of $174,000 in 2023 under the Company’s 2023 Executive Bonus Plan but she elected to voluntarily forego her applicable bonus.
(6)Mr. Doyle was granted a cash bonus of $120,000 in 2023 under the Company’s 2023 Executive Bonus Plan but he elected to voluntarily forego his applicable bonus.
(7)Represents matching 401(k) contributions made during 2024 and 2023. Additionally, Ms. Obiaya received $5,000 and $55,000 in 2024 and 2023, respectively, in housing allowance for temporary housing expenses in the Los Angeles, California area under the terms of her employment agreement. Additionally, Mr. Morris received $20,000 in 2024 for relocation assistance to the Houston, Texas area under the terms of his employment agreement.
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Narrative Disclosure to Summary Compensation Table
Base Salary
Base salary is set at a level that is intended to reflect the executive’s duties, authorities, contributions, prior experience and performance.
Restricted Stock Unit Awards
Heliogen’s equity awards are designed to align the interests of employees and consultants, including our executive officers, with our interests and the interests of our stockholders. The Board or an authorized committee thereof is responsible for approving equity awards.
On April 15, 2024, Mr. Morris received an RSU award under the 2021 Plan for 75,000 shares of Heliogen’s common stock. Pursuant to the terms of the RSU award agreement, the RSU award will vest 25% on the first anniversary of the effective date of Mr. Morris’s employment agreement, and 6.25% will vest each quarter thereafter, subject to Mr. Morris's continued service with Heliogen through each such vesting date.
No RSU awards were granted to Ms. Obiaya or Mr. Doyle, during the year ended December 31, 2024.
On May 3, 2023, the Board granted each of Ms. Obiaya and Mr. Doyle an RSU award under the 2021 Plan for 42,857 and 5,714 shares of Heliogen’s common stock, respectively, for the fiscal year 2023 annual equity grant. Pursuant to the terms of the RSU award agreement, the RSU awards will vest over four years in equal quarterly installments of 6.25% of the shares beginning on June 15, 2023, subject to each executive officer's continued service with Heliogen through each such vesting date. Mr. Doyle’s unvested RSU awards were forfeited effective December 31, 2024 upon his resignation as Chief Commercial Officer.
Non-Equity Incentive Plan Compensation
Heliogen instituted a performance-based bonus program for fiscal year 2024 (the “2024 Executive Bonus Plan”). Under the 2024 Executive Bonus Plan, each named executive officer was eligible for an annual performance bonus based on the satisfaction of certain corporate performance metrics determined by the Compensation Committee. Each named executive officer was assigned a target performance bonus opportunity expressed as a percentage of their annual base salary, which for 2024 was 100% for both Ms. Obiaya and Mr. Morris and 75% for Mr. Doyle. For 2024, the Compensation Committee did not approve any annual performance-based bonuses for Ms. Obiaya, Mr. Morris or Mr. Doyle.
Heliogen instituted a performance-based bonus program for fiscal year 2023 (the “2023 Executive Bonus Plan”). Under the 2023 Executive Bonus Plan, each named executive officer was eligible for an annual performance bonus based on the satisfaction of certain corporate performance metrics determined by the Compensation Committee. Each named executive officer was assigned a target performance bonus opportunity expressed as a percentage of their annual base salary, which for 2023 was 100% for Ms. Obiaya and 75% for Mr. Doyle. For 2023, the Compensation Committee approved a cash annual performance-based bonus for each of Ms. Obiaya and Mr. Doyle equal to approximately 60% of their 2023 annual base salary multiplied by a 50% target bonus percentage for each of them, based on the satisfaction of one performance metric at the threshold level and one performance metric at the target level. Although Ms. Obiaya’s target bonus percentage was 100% and Mr. Doyle’s target bonus percentage was 75%, the cash annual performance-based bonus approved by the Compensation Committee was based on a 50% target bonus percentage payout for all participants, including Ms. Obiaya and Mr. Doyle. Ms. Obiaya elected to voluntarily forego her bonus of $174,000 under the 2023 Executive Bonus Plan that she would have otherwise been entitled to receive. Mr. Doyle elected to voluntarily forego his bonus of $120,000 under the 2023 Executive Bonus Plan that he would have otherwise been entitled to receive.
The performance-based bonuses are reflected in the column of the Summary Compensation Table above entitled “Non-Equity Incentive Plan Compensation.”
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Outstanding Equity Awards at 2024 Year-End
The following table presents information regarding outstanding equity awards held by each named executive officer as of December 31, 2024:
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units That Have Not Vested (#) | Market Value of Shares or Units that Have Not Vested ($)(2) | ||||||||||||||||||||||||||||||||||||||
| Christiana Obiaya | 26,956 | 1,803 | (3) | $ | 10.50 | 3/8/2031 | — | $ | — | |||||||||||||||||||||||||||||||||||
| — | — | — | — | 3,600 | (4) | 6,480 | ||||||||||||||||||||||||||||||||||||||
| — | — | — | — | 24,111 | (5) | 43,400 | ||||||||||||||||||||||||||||||||||||||
Phelps Morris | — | — | — | — | 75,000 | (6) | 135,000 | |||||||||||||||||||||||||||||||||||||
Thomas Doyle (1) | 24,419 | — | 6.30 | 3/31/2025 | — | — | ||||||||||||||||||||||||||||||||||||||
(1)Effective December 31, 2024, Thomas Doyle resigned from his position as Chief Commercial Officer. All outstanding unvested stock options and RSU awards granted to Mr. Doyle as of December 31, 2024 were forfeited.
(2)Represents the market value of RSU awards based on the closing price of Heliogen’s common stock of $1.80 as of December 31, 2024.
(3)Represents stock options that vest over four years, with 25% of the shares vested on March 8, 2022 and the remaining 75% of the shares vesting over three years in equal monthly installments thereafter, subject to Ms. Obiaya’s continued service through each vesting date.
(4)Represents RSU awards that vest over four years in equal quarterly installments of 6.25% of the shares beginning on March 15, 2022, subject to Ms. Obiaya’s continued service through each vesting date.
(5)Represents RSU awards that vest over four years in equal quarterly installments of 6.25% of the shares beginning on June 15, 2023, subject to Ms. Obiaya’s continued service through each vesting date.
(6)Represents an RSU award that vests over four years with 25% of the shares vesting on April 1, 2025 and 6.25% of the shares vesting quarterly beginning on June 15, 2025, subject to Mr. Morris's continued service through each vesting date.
Non-Employee Director Compensation
The following table presents the annual compensation earned during 2024 by the non-employee directors of Heliogen:
| Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | |||||||||||||||||
| Julie Kane | $ | 111,236 | $ | 6,962 | $ | 118,198 | ||||||||||||||
| Stacey Abrams | 80,000 | 6,962 | 86,962 | |||||||||||||||||
Barbara Burger | 83,750 | 6,962 | 90,712 | |||||||||||||||||
Robert Kavner (3) | 45,272 | — | 45,272 | |||||||||||||||||
Roger Lazarus | 88,750 | 6,962 | 95,712 | |||||||||||||||||
| Phyllis Newhouse | 91,250 | 6,962 | 98,212 | |||||||||||||||||
| Suntharesan Padmanathan | 60,000 | 6,962 | 66,962 | |||||||||||||||||
(1)Amounts represent the annual cash retainer paid to each director.
(2)Amounts represent the aggregate grant date fair value of stock awards granted, computed in accordance with ASC Topic 718. Assumptions used in calculating the grant date fair value are included in Note 12—Share-based Compensation to our consolidated financial statements included in this Annual Report for the year ended December 31, 2024. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the non-employee directors.
(3)Robert Kavner’s term as director expired at the 2024 Annual Meeting on August 1, 2024 and he did not stand for re-election.
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Non-Employee Director Compensation Policy
Effective April 1, 2024, our Board adopted an amended and restated non-employee director compensation policy that is designed to align compensation with Heliogen’s business objectives and the creation of stockholder value, while enabling Heliogen to attract, retain, incentivize and reward directors who contribute to the long-term success of Heliogen. Pursuant to this policy, each member of our Board who is not our employee is eligible to receive the following compensation for his or her service as a member of our Board:
•An initial equity grant equal to that number of RSUs that is the lesser of (i) the number of RSUs with a value of $150,000 in the aggregate based on the closing price of our common stock on the effective date of the director’s appointment and (ii) 2,142 RSUs, in either case, which vests ratably over a three-year period, with one-third vesting on each anniversary of the grant date, subject to the Board member’s continued service on our Board; and
•An annual equity grant equal to that number of RSUs that is the lesser of (i) the number of RSUs with a value of $150,000 in the aggregate based on the closing price of our common stock on the date of the annual meeting at which the grant is made and (ii) 2,142 RSUs, in either case, which fully vests on the earlier of (i) one year following the date of grant or (ii) the day before the next annual meeting following the applicable grant date, subject to the Board member’s continued service on our Board.
For each non-employee director that remains in continuous service through immediately prior to a “change of control” (as defined in the 2021 Plan), his or her then-outstanding equity awards that were granted pursuant to the non-employee director compensation policy will become fully vested immediately prior to such change of control.
All non-employee directors receive an annual cash retainer of $50,000 for his or her service in that role. The non-executive Chairperson of the Board receives an additional cash retainer of $45,000 for his or her service in that role. The chairs of the Audit Committee and Compensation Committee each receive cash retainers of $30,000, for his or her respective committee service as chair. The chairs of the Nominating Committee and Corporate Strategy Committee each receive cash retainers of $20,000, for his or her respective committee service as chair. Members (other than chairs) of the Audit Committee and Compensation Committee each receive cash retainers of $15,000, for his or her respective committee service. Members (other than chairs) of the Nominating Committee and Corporate Strategy Committee each receive cash retainers of $10,000, for his or her respective committee service.
Our policy is to reimburse directors for reasonable and necessary out-of-pocket expenses incurred in connection with attending Board and committee meetings or performing other services in their capacities as directors.
The Board expects to review director compensation periodically to ensure that director compensation remains competitive such that Heliogen is able to recruit and retain qualified directors.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth information known to us regarding the beneficial ownership of the common stock as of March 20, 2025, by:
•each person who is known by us to be the beneficial owner of more than 5% of the outstanding shares of the common stock;
•each of our named executive officers and directors; and
•all of our current executive officers and directors, as a group.
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including stock options and warrants that are currently exercisable or exercisable within 60 days and RSUs vesting within 60 days.
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The beneficial ownership percentages set forth in the table below are based on 6,116,752 shares of common stock issued and outstanding as of March 20, 2025. The following table does not reflect record or beneficial ownership of any warrants to purchase common stock. In computing the number of shares of capital stock beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares of our capital stock subject to stock options held by the person that are currently exercisable or exercisable within 60 days of March 20, 2025 and issuable upon the vesting of RSUs held by the person within 60 days of March 20, 2025. However, we did not deem such shares of our capital stock outstanding for the purpose of computing the percentage ownership of any other person.
Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned common stock.
| Beneficial Ownership | ||||||||||||||
Name of Beneficial Owner (1) | Shares | % | ||||||||||||
| 5% Stockholders | ||||||||||||||
Nant Capital, LLC (2) | 1,455,593 | 23.8 | % | |||||||||||
Galloway Capital Partners, LLC (3) | 420,833 | 6.9 | % | |||||||||||
| Directors and Named Executive Officers | ||||||||||||||
Christiana Obiaya (4) | 53,086 | *% | ||||||||||||
Phelps Morris (5) | 18,750 | *% | ||||||||||||
Tom Doyle (6) | 34,089 | *% | ||||||||||||
| Julie Kane | 6,124 | *% | ||||||||||||
Stacey Abrams (7) | 6,552 | *% | ||||||||||||
| Barbara Burger | 3,850 | *% | ||||||||||||
| Roger Lazarus | 3,570 | *% | ||||||||||||
Phyllis Newhouse (8) | 33,725 | *% | ||||||||||||
| Suntharesan Padmanathan | 6,124 | *% | ||||||||||||
All directors and current executive officers as a group (8 persons) (9) | 131,781 | 2.1 | % | |||||||||||
*Represents beneficial ownership of less than 1%.
(1)Unless otherwise noted, the business address of those listed in the table above is 130 West Union Street Pasadena, California 91103.
(2)This information is based on a Schedule 13D filed with the SEC on February 23, 2024 by Nant Capital LLC (“Nant Capital”), Cambridge Equities, LP (“Cambridge Equities”), MP 13 Ventures, LLC (“MP 13 Ventures”) and Dr. Patrick Soon-Shiong. Consists of (i) 946,275 shares of common stock beneficially owned by Nant Capital, (ii) 442,298 shares of common stock beneficially owned by Cambridge Equities, and (iii) 67,020 shares of common stock directly owned by Dr. Soon-Shiong. MP 13 Ventures is the general partner of Cambridge Equities and may be deemed to have beneficial ownership of the shares held by Cambridge Equities. Dr. Soon-Shiong is the sole member of MP 13 Ventures. As a result, MP 13 Ventures and Dr. Soon-Shiong may be deemed to beneficially own and share with Cambridge Equities the power to vote and direct the vote, and the power to dispose or direct the disposition of, the 442,298 shares beneficially owned by Cambridge Equities. Dr. Soon-Shiong is also the sole member of Nant Capital and thus may be deemed to beneficially own and share with Nant Capital the power to vote and direct the vote, and the power to dispose or direct the disposition of, the 946,275 shares beneficially owned by Nant Capital. As a result, Dr. Soon-Shiong may be deemed to beneficially own, in the aggregate, 1,455,593 shares of the Company’s common stock. Dr. Soon-Shiong disclaims beneficial ownership of the shares of common stock beneficially owned by Cambridge Equities and Nant Capital except to the extent of his pecuniary interest. The address of the principal business and principal office, as applicable, of each of Dr. Soon-Shiong, Cambridge Equities, MP 13 Ventures and Nant Capital is 450 Duley Road, El Segundo, CA 90245.
(3)This information is based on a Schedule 13D filed with the SEC on July 29, 2024 by Galloway Capital Partners, LLC (“GCP”). Bruce Galloway is the managing member of GCP. Mr. Galloway has sole voting and dispositive control of GCP and may be deemed to have beneficial ownership of the common stock held directly by GCP. The address of the principal business office of GCP is 323 Sunny Isles Blvd, 7th Floor, Sunny Isles Beach, FL 33160.
(4)Represents 28,759 shares issuable for vested stock options exercisable within 60 days and no shares issuable upon vesting of RSUs within 60 days of March 20, 2025.
(5)Represents 18,750 shares issuable upon vesting of RSUs within 60 days of March 20, 2025.
(6)Effective December 31, 2024, Tom Doyle resigned from his position as Chief Commercial Officer. Represents 24,419 shares issuable for vested stock options exercisable by March 31, 2025 in accordance with Mr. Doyle’s Separation Agreement.
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(7)Stacey Abrams has voting and/or investment control over the securities held by Brockington Hall, LLC (“Brockington”) and may be deemed to beneficially own the securities owned by Brockington.
(8)Includes shares held by a grantor retained annuity trust, the EVN 2022 GRAT fbo Ezekiel Newhouse, for which Phyllis Newhouse serves as trustee.
(9)Consists of (i) 84,272 shares directly owned by our current executive officers and directors, (ii) 28,759 shares issuable for vested stock options exercisable within 60 days of March 20, 2025 and (iii) 18,750 shares issuable upon vesting of RSUs within 60 days of March 20, 2025.
Equity Compensation Plan Information
The following table summarizes our equity compensation plan information as of December 31, 2024. Information is included for equity compensation plans approved by our stockholders. We do not have any equity compensation plans not approved by our stockholders.
| (a) | (b) | (c) | ||||||||||||||||||
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(1) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | |||||||||||||||||
Equity compensation plans approved by security holders | ||||||||||||||||||||
2013 Stock Incentive Plan (2) | 172,150 | $ | 9.64 | — | ||||||||||||||||
2021 Equity Incentive Plan (3) | 449,272 | — | 327,265 | |||||||||||||||||
2021 Employee Stock Purchase Plan (4) | — | — | 243,335 | |||||||||||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||||||||||
TOTAL | 621,422 | $ | 9.64 | 570,600 | ||||||||||||||||
(1)The weighted average exercise price is calculated based solely on outstanding stock options. It does not take into account the shares of our common stock underlying RSU awards, which have no exercise price.
(2)Following the adoption of the 2021 Plan, no additional equity awards have been or will be granted under the 2013 Plan.
(3)Our 2021 Plan provides that on January 1 of each calendar year, starting on January 1, 2022 through January 1, 2031, the number of shares of common reserved for issuance thereunder is automatically increased by a number equal to (i) 4% of the total number of shares of our common stock outstanding on December 31 of the fiscal year before the date of such automatic increase, or (ii) a lesser number of shares as determined by the Board prior to the applicable January 1. On January 1, 2025, the number of shares of common stock available for issuance under our 2021 Plan increased by 243,844 shares pursuant to these provisions. This increase is not reflected in the table above.
(4)Our 2021 ESPP provides that on January 1 of each calendar year, starting on January 1, 2022 through January 1, 2031, the number of shares of common reserved for issuance thereunder is automatically increased by a number equal to the lesser of (i) 1% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, (ii) 271,638 shares, or (iii) a lesser number of shares than described under (i) or (ii) as determined by the Board. On January 1, 2025, the number of shares of common stock available for issuance under our 2021 ESPP increased by 60,961 shares pursuant to these provisions. This increase is not reflected in the table above.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Certain Transactions with Related Parties
The following is a summary of transactions since January 1, 2023 to which we have been a party, in which the amount involved exceeded or will exceed the lesser of (x) $120,000 or (y) 1% of the average of our total assets at December 31, 2024 and 2023, and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest other than compensation and other arrangements that are described in the sections titled “Executive Compensation” and “Non-Employee Director Compensation.” We also describe below certain other transactions with our directors, former directors, executive officers and stockholders.
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Heliogen Transactions and Agreements
Related Party Lease and Other Services
Until February 15, 2024, Idealab, was a holder of more than 5% of Heliogen’s outstanding voting stock through its wholly owned subsidiary, Idealab Holdings, LLC. Idealab provides various services to Heliogen through a services agreement which includes leasing office space, accounting, human resources, legal, information technology, marketing, public relations, and certain other executive services. We are charged a fee for the specific services provided and these fees totaled $37,382 for the time Idealab was a related party during the year ended December 31, 2024 and $288,885 for the year ended December 31, 2023.
In May 2021, Heliogen sub-leased a portion of its office space in Pasadena, California to Idealab for a term of seven years. In March 2023, Heliogen entered into an amendment to the sub-lease with Idealab. The sub-lease has an initial annual base rent of $150,000 and contains a 3% per annum escalation clause. The sub-lease is subject to termination by either party upon six months prior written notice. Concurrently with the parties’ entering into the sub-lease agreement, Idealab and Heliogen also entered into certain property management and shared facilities staffing agreements, which provide that Heliogen pays Idealab $3,000 per month for building management services and $13,000 per month for shared facilities staff and services (with proportional reimbursement of salaries). Such agreements are subject to termination right by either party with 90 days’ prior written notice.
Related Party Services Agreement
In March 2023, Heliogen entered into an agreement with NantG Power, LLC (“NantG”), an affiliated sister-company to Nant Capital LLC (a holder of more than 5% of Heliogen’s outstanding voting stock), to provide front-end concept design and research and development engineering services. During the years ended December 31, 2024 and 2023, we recognized $194,836 and $103,056, respectively, of services revenue from NantG, respectively. As of December 31, 2024, we had no outstanding receivables with NantG. As of December 31, 2023, we had outstanding accounts receivable of $103,056 with NantG.
Related-Person Transactions Policy
Our Board has adopted a written related-person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration and oversight of related-person transactions. For purposes of our policy, a related-person transaction is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any related person are, were or will be participants, in which the amount involved exceeds the lesser of (x) $120,000 and (y) 1% of the average of our total assets as of the last calendar day of the two years immediately preceding such transaction.
Under the policy, a related person is any executive officer, director, nominee to become a director or a security holder known by us to beneficially own more than 5% of any class of our voting securities (a “significant stockholder”), including any of their immediate family members and affiliates, including entities controlled by such persons or such person has a 5% or greater beneficial ownership interest.
Each director and executive officer must identify, and we must request each significant stockholder to identify, any related-person transaction involving such director, executive officer or significant stockholder or his, her or its immediate family members and inform our Audit Committee pursuant to this policy before such related person may engage in the transaction.
In considering related-person transactions, our Audit Committee takes into account the relevant available facts and circumstances, which may include, but are not limited to:
•the risk, cost and benefits to us;
•the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;
•the terms of the transaction; and
•the availability of other sources for comparable services or products.
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Our Audit Committee will approve only those related-party transactions that, in light of known circumstances, are in, or are not inconsistent with, the best interests of Heliogen and our stockholders, as our Audit Committee determines in the good faith exercise of its discretion.
Director Independence
The Board determined that each of Julie Kane, Stacey Abrams, Barbara Burger, Robert Kavner (through the end of his term on August 1, 2024), Roger Lazarus, Phyllis Newhouse and Suntharesan Padmanathan qualified as independent directors, as defined under the NYSE Listing Rules, and the Board consists of a majority of “independent directors,” as defined under the rules of the SEC and NYSE listing rules relating to director independence requirements. In addition, we are subject to the rules of the SEC and NYSE relating to the membership, qualifications and operations of the Audit Committee, as discussed below.
Our independent directors meet in executive session without management present if circumstances warrant when the full Board convenes for a regularly scheduled meeting or a special meeting. The independent director at such executive sessions shall designate an independent director to preside over the executive session.
Item 14. Principal Accounting Fees and Services
The following table represents fees billed or expected to be billed for services provided by PricewaterhouseCoopers LLP for the years ended December 31, 2024 and 2023:
| Year Ended December 31, | ||||||||||||||
| $ in thousands | 2024 | 2023 | ||||||||||||
Audit fees (1) | $ | 875 | $ | 1,427 | ||||||||||
Audit-related fees | — | — | ||||||||||||
Tax fees | — | — | ||||||||||||
All other fees | — | — | ||||||||||||
Total fees | $ | 875 | $ | 1,427 | ||||||||||
(1)“Audit fees” consist of professional fees in connection with the audit of the Company’s consolidated financial statements, audited financial statements presented in this Annual Report, review of its quarterly financial statements presented in our quarterly reports on Form 10-Q and services that are normally provided by the Company’s independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years.
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
Our Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting. The Audit Committee pre-approved all of the non-audit services provided by our independent registered public accounting firm during the fiscal years ended December 31, 2024 and 2023.
Our Audit Committee has determined that the rendering of services other than audit services by our independent registered public accounting firm is compatible with maintaining the principal accountant’s independence.
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Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report or incorporated by reference:
(1)The consolidated financial statements and accompanying notes are included in Part II, Item 8 of this Annual Report on Form 10-K.
(2)All other schedules have been omitted because they are not applicable or the required information is shown in the consolidated financial statements or the accompanying notes.
(3)Exhibits:
EXHIBIT INDEX
| Exhibit Number | Description | Incorporated by Reference | ||||||||||||||||||||||||||||||
| Form | File No. | Exhibit | Filing Date | |||||||||||||||||||||||||||||
| 2.1† | 8-K | 001-40209 | 2.1 | July 7, 2021 | ||||||||||||||||||||||||||||
| 3.1 | 8-K | 001-40209 | 3.1 | January 6, 2022 | ||||||||||||||||||||||||||||
| 3.2 | 8-K | 001-40209 | 3.1 | August 31, 2023 | ||||||||||||||||||||||||||||
| 3.3 | 10-Q | 001-40209 | 3.2 | November 8, 2022 | ||||||||||||||||||||||||||||
| 3.4 | 8-K | 001-40209 | 3.1 | April 17, 2023 | ||||||||||||||||||||||||||||
| 4.1 | 10-K | 001-40209 | 4.1 | March 26, 2024 | ||||||||||||||||||||||||||||
| 4.2 | S-1 | 001-40209 | 4.2 | January 24, 2022 | ||||||||||||||||||||||||||||
| 4.3 | 8-K | 001-40209 | 4.1 | March 22, 2021 | ||||||||||||||||||||||||||||
| 4.4 | 10-K | 001-40209 | 4.4 | March 31, 2022 | ||||||||||||||||||||||||||||
| 4.5 | 8-K | 001-40209 | 4.1 | April 17, 2023 | ||||||||||||||||||||||||||||
| 4.6 | 8-K | 001-40209 | 4.1 | April 16, 2024 | ||||||||||||||||||||||||||||
| 4.7 | 8-K | 001-40209 | 4.1 | December 17, 2024 | ||||||||||||||||||||||||||||
| 10.1 | 8-K | 001-40209 | 10.3 | July 7, 2021 | ||||||||||||||||||||||||||||
| 10.2 | 8-K | 001-40209 | 10.5 | January 6, 2022 | ||||||||||||||||||||||||||||
| 10.3# | 8-K | 001-40209 | 10.6 | January 6, 2022 | ||||||||||||||||||||||||||||
| 10.4# | S-4 | 333-258606 | 99.2 | August 9, 2021 | ||||||||||||||||||||||||||||
| 10.5# | 8-K | 001-40209 | 10.8 | January 6, 2022 | ||||||||||||||||||||||||||||
| 10.6 | 8-K | 001-40209 | 10.9 | January 6, 2022 | ||||||||||||||||||||||||||||
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| Exhibit Number | Description | Incorporated by Reference | ||||||||||||||||||||||||||||||
| Form | File No. | Exhibit | Filing Date | |||||||||||||||||||||||||||||
| 10.7# | S-8 | 001-40209 | 99.3 | March 7, 2022 | ||||||||||||||||||||||||||||
| 10.8# | S-8 | 001-40209 | 99.4 | March 7, 2022 | ||||||||||||||||||||||||||||
| 10.9# | 8-K | 001-40209 | 10.10 | January 6, 2022 | ||||||||||||||||||||||||||||
| 10.10# | 8-K | 001-40209 | 10.11 | January 6, 2022 | ||||||||||||||||||||||||||||
| 10.11 | 8-K | 001-40209 | 10.3 | March 22, 2021 | ||||||||||||||||||||||||||||
| 10.12 | 8-K | 001-40209 | 10.15 | January 6, 2022 | ||||||||||||||||||||||||||||
10.13# | 10-K | 001-40209 | 10.14 | March 29, 2023 | ||||||||||||||||||||||||||||
10.14*# | ||||||||||||||||||||||||||||||||
10.15# | 8-K | 001-40209 | 10.1 | March 25, 2024 | ||||||||||||||||||||||||||||
10.16*# | ||||||||||||||||||||||||||||||||
10.17# | 10-K | 001-40209 | 10.15 | March 29, 2023 | ||||||||||||||||||||||||||||
| 10.18 | 8-K | 001-40209 | 10.1 | January 3, 2025 | ||||||||||||||||||||||||||||
10.19# | 10-K | 001-40209 | 10.16 | March 29, 2023 | ||||||||||||||||||||||||||||
10.20† | 10-Q | 001-40209 | 10.1 | May 23, 2022 | ||||||||||||||||||||||||||||
| 10.21 | 10-Q | 001-40209 | 10.3 | May 23, 2022 | ||||||||||||||||||||||||||||
| 10.22 | 10-Q | 001-40209 | 10.4 | May 23, 2022 | ||||||||||||||||||||||||||||
19.1* | ||||||||||||||||||||||||||||||||
| 21.1 | 10-K | 001-40209 | 21.1 | March 31, 2022 | ||||||||||||||||||||||||||||
| 23.1* | ||||||||||||||||||||||||||||||||
| 24.1* | Power of Attorney (included on signature page). | |||||||||||||||||||||||||||||||
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| Exhibit Number | Description | Incorporated by Reference | ||||||||||||||||||||||||||||||
| Form | File No. | Exhibit | Filing Date | |||||||||||||||||||||||||||||
| 31.1* | ||||||||||||||||||||||||||||||||
| 31.2* | ||||||||||||||||||||||||||||||||
| 32.1** | ||||||||||||||||||||||||||||||||
| 32.2** | ||||||||||||||||||||||||||||||||
| 97.1 | 10-K | 001-40209 | 97.1 | March 26, 2024 | ||||||||||||||||||||||||||||
| 101 | The following information from our Annual Report on Form 10-K for the year ended December 31, 2024, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements. | |||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||||||||||||||||||||||||||
________________
* Filed herewith.
** Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of this Annual Report on Form 10-K), irrespective of any general incorporation language contained in such filing.
*** Certain portions of this exhibit (indicated by asterisks) have been excluded pursuant to Item 601(b)(10) of Regulation S-K because they are both not material and are the type that the Registrant treats as private or confidential.
† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
# Indicates management contract or compensatory plan, contract or arrangement.
Item 16. Form 10-K Summary
None.
99
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on March 27, 2025.
| Heliogen, Inc. | ||||||||
| By: | /s/ Christiana Obiaya | |||||||
| Christiana Obiaya | ||||||||
| Chief Executive Officer | ||||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Christiana Obiaya and Phelps Morris, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 27, 2025.
| Signature | Position | |||||||
| /s/ Christiana Obiaya | Chief Executive Officer (Principal Executive Officer) | |||||||
| Christiana Obiaya | ||||||||
/s/ Phelps Morris | Chief Financial Officer (Principal Financial Officer) | |||||||
Phelps Morris | ||||||||
/s/ Wilda Siu | Chief Accounting Officer (Principal Accounting Officer) | |||||||
Wilda Siu | ||||||||
| /s/ Julie M. Kane | Chairperson of the Board of Directors | |||||||
| Julie M. Kane | ||||||||
| /s/ Stacey Abrams | Director | |||||||
| Stacey Abrams | ||||||||
| /s/ Barbara J. Burger | Director | |||||||
| Barbara J. Burger | ||||||||
/s/ Roger Lazarus | Director | |||||||
| Roger Lazarus | ||||||||
| /s/ Phyllis W. Newhouse | Director | |||||||
| Phyllis W. Newhouse | ||||||||
| /s/ Suntharesan Padmanathan | Director | |||||||
| Suntharesan Padmanathan | ||||||||
100