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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):
June 2, 2022
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 whole warrant exercisable for shares of Common stock
at an exercise price of $11.50 per share |
|
HLGN.W |
|
New York Stock Exchange |
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 ☒
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.
Item
4.01 Changes in Registrant’s Certifying Accountant.
(a) Dismissal
of Independent Registered Public Accountant
On
June 2, 2022 (the “Dismissal Date”), the audit
committee (the “Audit Committee”) of the board of
directors of Heliogen, Inc. (the “Company”) approved
the dismissal of BDO USA,
LLP (“BDO”) as the Company’s independent
registered public accounting firm and informed BDO of such decision
on the same date.
BDO’s
report of independent registered public accounting firm, dated
March 31, 2022 (except for the effects of the restatement discussed
in Note 3, Government Grant paragraph in Note 2, grant revenue
presented in Note 4, Income Taxes in Note 9 and Net Loss per Share
in Note 11, which is dated May 23, 2022, in the Company’s Annual
Report on Form 10-K/A for the year ended December 31, 2021, filed
with the Securities and Exchange Commission on May 23, 2022 (the
“2021 Form 10-K/A”)), on the Company’s consolidated
balance sheets as of December 31, 2021 and 2020, the related
consolidated statements of operations, convertible preferred stock
and shareholders’ equity (deficit), and cash flows for each of the
years then ended, and the related notes to the financial statements
did not contain any adverse opinion or disclaimer of opinion, and
was not qualified or modified as to uncertainties, audit scope or
accounting principles.
During
the fiscal years ended December 31, 2021 and 2020 and the
subsequent interim period through June 2, 2022, there were no
“disagreements” (as such term is defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304) with BDO
on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of BDO would have
caused BDO to make reference thereto in its reports on the
Company’s or Heliogen Holdings Inc.’s (“Legacy
Heliogen”) financial statements for such periods and no
there were no “reportable events” (as such term is defined in Item
304(a)(1)(v) of Regulation S-K), except for (i) the material
weaknesses in the Company’s and Legacy Heliogen’s internal controls
over financial reporting as disclosed in the 2021 Form 10K/A
related to the Company and Legacy Heliogen not designing or
maintaining an effective control environment specific to the areas
of financial reporting and its close process, including effective
review of technical accounting matters (e.g., revenue recognition),
and proper segregation of duties, including separate review and
approval of journal entries and access within our accounting
system, and (ii) as disclosed in the Company’s Current Report on
Form 8-K, dated May 17, 2022, the determination by the Audit
Committee, based on the recommendation of, and after consultation
with, the Company’s management, and as discussed with BDO, to
restate the Company’s previously issued audited financial
statements as of and for the year ended December 31, 2021, which
financial statements were subsequently filed with the Company’s
2021 Form 10-K/A on May 23, 2022.
The
Company has provided BDO with a copy of the disclosures made by the
registrant in this Item 4.01 in response to Item 304(a) of
Regulation S-K under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) and requested that BDO
furnish the Company with a letter addressed to the SEC stating
whether it agrees with the statements made by the registrant in
this Item 4.01 in response to Item 304(a) of Regulation S-K under
the Exchange Act and, if not, stating the respects in which it does
not agree. A letter from BDO is attached hereto as Exhibit
16.1.
(b) Newly
Appointed Independent Registered Public Accountant
On
June 2, 2022 (the “Engagement Date”), the Audit
Committee approved the engagement of PricewaterhouseCoopers LLP
(“PwC”) as the Company’s independent registered
public accounting firm to audit the Company’s consolidated
financial statements for the year ending December 31, 2022. The
engagement of PwC is subject to the finalization of PwC's client
acceptance procedures.
During
the period from December 8, 2020 (the Company’s inception) through
December 31, 2021 and the subsequent interim period through and
including June 2, 2022, neither the Company nor anyone acting on
its behalf consulted PwC regarding either (i) the application
of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be
rendered on the Company’s consolidated financial statements and
neither a written report nor oral advice was provided to the
Company by PwC that PwC concluded was an important factor
considered by the Company in reaching a decision as to such
accounting, auditing, or financial reporting issue; or (ii)
any matter that was either the subject of a “disagreement” (as that
term is defined in Item 304(a)(1)(iv) of Regulation S-K and
the related instructions) or a “reportable event” (as that term is
defined in Item 304(a)(1)(v) of Regulation S-K).
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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. |
|
|
|
|
|
/s/
Christiana Obiaya |
|
|
Christiana
Obiaya |
Dated: |
June
6, 2022 |
Chief
Financial Officer |
2
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