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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): January 20, 2025

Heliogen, Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-4020985-4204953
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.0001 par value per shareHLGNOTCQX
Warrants, each 35 warrants exercisable for one share of common stock at an exercise price of $402.50 per shareHLGNWOTCPK
Preferred Share Purchase RightsN/AOTCQX
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 1.02 Termination of a Material Definitive Agreement.

On March 28, 2022, Heliogen, Inc. (“Heliogen” or the “Company”), through its wholly-owned subsidiary Heliogen Holdings Inc. entered into a Commercial Scale Demonstration Agreement (“Agreement”) with Woodside Energy (USA) Inc. (“Woodside”) for the engineering, procurement and construction of a 5 MWe concentrated solar energy facility (the “Capella Project”). Following completion of the front-end engineering and design phase of the Capella Project, Heliogen and Woodside decided not to pursue construction of the facility due to escalated costs. On January 20, 2025, Heliogen received notice of termination of the Agreement from Woodside, effective as of December 4, 2024.

Material terms of the Agreement are set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on March 26, 2024 (“Form 10-K”). The descriptions of the Agreement in this Current Report on Form 8-K (“Form 8-K”) and in the Company’s Form 10-K do not purport to be complete and are subject to, and qualified in their entirety by reference to the Agreement which the Company initially filed as Exhibit 10.2 to its Quarterly Report on Form 10-Q for the three months ended March 31, 2022, filed with the SEC on May 23, 2022.

Item 7.01 Regulation FD Disclosure.

On January 23, 2025, the Company issued a press release with respect to the conclusion of the Capella Project. A copy of the Company’s press release is being furnished as Exhibit 99.1 to this Form 8-K. The exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
Exhibit NumberDescription
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).

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

Heliogen, Inc.
Dated:January 23, 2025By:/s/ Christiana Obiaya
Christiana Obiaya
Chief Executive Officer

Exhibit 99.1
Heliogen Concludes Capella Demonstration, Advancing Next-Generation Concentrated Solar Technology

Through bold strides in engineering and prototyping, the Capella project propels Generation 3 CSP technology forward toward commercialization

PASADENA, Calif., Jan. 23, 2025 — Heliogen Inc. (OTCQX: HLGN) (the “Company”), a leading provider of concentrating solar energy technology, today announced the conclusion of Capella, a first-of-a-kind demonstration project. Jointly funded by Woodside Energy (USA) Inc., a wholly-owned subsidiary of global energy company Woodside Energy Group Ltd (NYSE: WDS; ASX: WDS) (“Woodside”), and the US Department of Energy, the project marked a significant milestone in the journey toward realizing lower-cost lower carbon energy solutions through a novel form of concentrating solar power (CSP) technology that is commonly referred to as “Generation 3” or “Gen 3”.

Capella advanced key technological innovations, targeting the deployment of a 5-MWe concentrated solar power plant. The project concluded after the front-end engineering and design phase, at which point Heliogen and Woodside decided not to pursue construction of the project due to cost escalation. Both parties continue to evaluate opportunities for further collaboration in deploying CSP technology.

“The Capella project achieved several first-ever milestones in prototyping and design, unlocking key learnings critical to improving the techno-economics for Gen 3 CSP,” said Christie Obiaya, CEO of Heliogen.

“We are deeply appreciative of the exceptional collaboration from Woodside,” continued Obiaya. “Our core focus now is on the massive demand growth for dispatchable, reliable low-carbon energy solutions driven by data centers. We are well-positioned to help meet those needs through deployment of our solution that leverages Gen 2 CSP, which is already proven and commercially deployed at scale, further enhanced by Heliogen’s machine-learning software.”

The intent of Gen 3 CSP innovation is to generate higher temperatures than traditional concentrated solar. In contrast, Gen 2 CSP is a mature technology that is successfully operating around the world and has proven capable of providing dispatchable thermal energy at a reduced cost and timeline compared to many other lower carbon energy alternatives.

“Through the collaboration between Woodside and Heliogen on Project Capella, we have demonstrated significant advances across a number of key work scopes. We thank the Heliogen team for its innovation and technical expertise on the project,” said Jason Crusan, Vice President of Energy Solutions, Woodside Energy.

KEY ACHIEVEMENTS OF CAPELLA PROJECT

The project completed several critical milestones, including:

•Front-End Engineering Design (FEED) Completion: Delivered FEED and a Class 2 cost estimate for a commercial-scale CSP plant––the first of its kind.
•Centrec Receiver Development: Advanced the Centrec particle receiver from R&D to prototype scale, incorporating novel design improvements and demonstrating successful heated particle flow;
•Supply Chain Partner Collaboration: Partnered with industry leaders to achieve significant progress on supporting technologies, such as supercritical CO₂ turbine technology with Hanwha Power Systems, and a novel particle heat exchanger (PHX) design.
•Modeling and Simulation Tools: Developed performance and cost modeling tools for Gen 3 particle systems.
•Permitting Progress: Secured key site approvals, including authorization from the Federal Aviation Administration, helping to lay a foundation for future projects.




About Heliogen

Heliogen is a renewable energy technology company focused on decarbonizing industry and empowering a sustainable civilization. The company’s concentrating solar energy and thermal storage systems aim to deliver carbon-free heat, steam, or power at scale to support round-the-clock industrial operations. Powered by AI and computer vision, Heliogen is focused on providing robust clean energy solutions that accelerate the transition to renewable energy, without compromising reliability, availability, or cost. For more information about Heliogen, please visit heliogen.com.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical in nature, including the words “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” and other similar expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding expectations for lower-cost lower carbon energy solutions through Gen 3 CSP technology, demand growth for dispatchable, reliable low-carbon energy solutions driven by data centers and Heliogen’s ability to meet that demand, and future collaboration opportunities in deploying CSP technology. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) our financial and business performance, including risk of uncertainty in our financial projections and business metrics and any underlying assumptions thereunder; (ii) changes in our business and strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; (iii) our ability to execute our business model, including market acceptance of our planned products and services and achieving sufficient production volumes at acceptable quality levels and prices; (iv) our ability to access sources of capital to finance operations, growth and future capital requirements; (v) our ability to maintain and enhance our products and brand, and to attract and retain customers; (vi) our ability to scale in a cost effective manner; (vii) changes in applicable laws or regulations; (viii) developments and projections relating to our competitors and industry; (ix) unexpected adjustments and cancellations related to our backlog; (x) our ability to protect our intellectual property; and (xi) whether the objectives of the strategic alternative review process will be achieved. You should carefully consider the foregoing factors and the other risks and uncertainties disclosed in the “Risk Factors” section in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2023, as supplemented in our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2024 and June 30, 2024, and other documents filed by Heliogen from time to time with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Heliogen assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Heliogen Investor Contact:
Phelps Morris
Chief Financial Officer
Phelps.Morris@Heliogen.com

Heliogen Media Contact:
Sam Padreddii
Manager, Corporate Communications
Sam.Padreddii@Heliogen.com

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Jan. 20, 2025
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Entity Registrant Name Heliogen, Inc.
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Entity Tax Identification Number 85-4204953
Entity Address, Address Line One 130 West Union Street
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