Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2024

Heliogen, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40209

85-4204953

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

130 West Union Street

Pasadena, California 91103


(Address of Principal Executive Offices)

Registrant's telephone number, including area code: (626) 720-4530

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.0001 par value per share

HLGN

New York Stock Exchange*

Warrants, each 35 warrants exercisable for one share of common stock at an exercise price of $402.50 per share

HLGN.W

New York Stock Exchange*

Preferred Share Purchase Rights

N/A

New York Stock Exchange*

* On June 10, 2024, the New York Stock Exchange filed a Form 25 with the Securities and Exchange Commission (the “SEC”) to delist the registrant’s common stock and public warrants from the New York Stock Exchange. The delisting will become effective on June 20, 2024. The deregistration of the registrant’s common stock and public warrants under Section 12(b) of the Securities Exchange Act of 1934, as amended, will be effective 90 days, or such shorter period as the SEC may determine, after the filing date of the Form 25. The registrant’s common stock and warrants began trading exclusively on the over-the-counter market on November 8, 2023 under the symbols “HLGN” and “HLGNW”, respectively.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported, on November 7, 2023, Heliogen, Inc. (the “Company”) received a letter from the staff of the New York Stock Exchange (“NYSE”) Regulation notifying the Company that it had determined to commence proceedings to delist the Company’s common stock and public warrants to purchase common stock from the NYSE. The NYSE Regulation reached its decision to delist these securities pursuant to Section 802.01B of the NYSE’s Listed Company Manual because the Company 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 $15,000,000. On April 15, 2024, the Company withdrew its appeal of the decision.

On June 10, 2024, the NYSE filed with the Securities and Exchange Commission (“SEC”) a Notification of Removal From Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (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 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.

For risks and uncertainties resulting from the delisting, refer to “Risk Factors—Our common stock and Public Warrants have been delisted from the NYSE and are not listed on any other national securities exchange.” under Item 1A of the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2024, as filed with the SEC on May 8, 2024.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			Heliogen, Inc.

Dated:	June 14, 2024	By:	/s/ Christiana Obiaya
			Christiana Obiaya
			Chief Executive Officer

Cover	Jun. 10, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 10, 2024
Entity Registrant Name	Heliogen, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40209
Entity Tax Identification Number	85-4204953
Entity Address, Address Line One	130 West Union Street
Entity Address, City or Town	Pasadena
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91103
City Area Code	626
Local Phone Number	720-4530
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Central Index Key	0001840292
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common stock, $0.0001 par value per share
Trading Symbol	HLGN
Security Exchange Name	NYSE
Warrant
Document Information [Line Items]
Title of 12(b) Security	Warrants, each 35 warrants exercisable for one share of common stock at an exercise price of $402.50 per share
Trading Symbol	HLGN.W
Security Exchange Name	NYSE
Preferred Share Purchase Right
Document Information [Line Items]
Title of 12(b) Security	Preferred Share Purchase Rights
No Trading Symbol Flag	true
Security Exchange Name	NYSE