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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): May 8, 2024

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 shareHLGN
New York Stock Exchange*
Warrants, each 35 warrants exercisable for one share of common stock at an exercise price of $402.50 per shareHLGN.W
New York Stock Exchange*
Preferred Share Purchase RightsN/A
New York Stock Exchange*
* 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. The registrant has withdrawn its appeal of the delisting determination by the NYSE and expects the NYSE to delist the registrant’s common stock and warrants soon.
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 2.02 Results of Operations and Financial Condition.

On May 8, 2024, Heliogen, Inc. (the “Company”) issued a press release announcing information regarding its results of operations and financial condition for the first quarter 2024, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, 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:May 8, 2024By:/s/ Phelps Morris
Phelps Morris
Chief Financial Officer

Exhibit 99.1
Heliogen, Inc. Announces First Quarter 2024
Financial and Operational Results


PASADENA, Calif., May 8, 2024 – Heliogen, Inc. (“Heliogen”) (OTCQX: HLGN), a leading provider of AI-enabled concentrating solar energy technology, today provided its first quarter 2024 financial and operational results.

Financial and Operational Highlights

•1.9 gigawatts (“GW”) in opportunity pipeline
•$76.2 million contracted revenue backlog driven by a diverse set of contracts including next-generation concentrated solar power (“CSP”), green hydrogen, hybrid photovoltaic (“PV”) and sustainable aviation fuel
•Added $1.8 million to our contracted revenue backlog in connection with the U.S. Department of Energy award to accelerate the large-scale development and deployment of a solar thermal calciner to decarbonize cement production
•First commercial-scale installation of Heliogen steam plant in west Texas remains on-track for mechanical completion at year-end 2024
•$60.7 million in available liquidity as of March 31, 2024
•Ongoing comprehensive review process to further drive cost reductions while continuing to explore and evaluate strategic alternatives with our third-party financial advisor

“During the first quarter of 2024, Heliogen continued to execute on our strategy for deploying our differentiated solar energy technology,” said Christie Obiaya, Heliogen’s Chief Executive Officer. “Our team has made strong progress on our first commercial-scale project in west Texas, one of our strategic priorities. Our highest priority remains securing additional commercial-scale contracts, and that work remains underway as we progress the prospects in our pipeline.”

First Quarter 2024 Financial Results

For the first quarter 2024, Heliogen reported total revenue of $1.5 million and a net loss of $(15.2) million. Heliogen’s revenue was driven primarily by continued execution on its engineering, procurement and construction of a new 5 MWe concentrated solar energy facility to be built in Mojave, California and engineering services performed during the period. Heliogen’s Adjusted EBITDA was $(14.9) million for the first quarter 2024.

As of March 31, 2024, the Company had available liquidity of $60.7 million, consisting of $58.2 million of cash and cash equivalents and $2.5 million of investments, and no debt.

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, power, or green hydrogen at scale to support round-the-clock industrial operations. Powered by AI, computer vision and robotics, 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.



Backlog

Contracted revenue backlog represents contracted revenue with customers and government entities we expect to realize for the construction of facilities, engineering services agreements, operating agreements, and products delivered under purchase agreements. We cannot guarantee that our revenue projected in our backlog will be realized or, if realized, will result in profits. In addition, project cancellations or scope adjustments may occur with respect to contracts reflected in our backlog. Accordingly, our backlog as of any particular date is an uncertain indicator of future earnings.

Non-GAAP Financial Information

Management uses certain financial measures, including EBITDA and Adjusted EBITDA, to evaluate our financial and operating performance that are calculated and presented on the basis of methodologies other than in accordance with generally accepted accounting principles in the United States of America (“GAAP”). We believe these non-GAAP financial measures are useful to investors and analysts to assess our ongoing financial performance because they provide improved comparability between periods through the exclusion of certain items that we believe are not indicative of our core operating performance, enhance the overall understanding of our past financial performance and future prospects, and remove items that may obscure our underlying business results and trends. These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP, and our calculations thereof may not be comparable to similarly titled measures reported by other companies.

EBITDA represents consolidated net loss before (i) interest (income) expense, net, (ii) income tax expense (benefit) and (iii) depreciation and amortization expense. We define Adjusted EBITDA as EBITDA adjusted for certain significant non-cash items and items that management believes are not attributable to or indicative of our on-going operations or that may obscure our underlying results and trends. Please see the accompanying tables for a reconciliation of net loss to EBITDA and Adjusted EBITDA.

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 our intent to further drive cost reductions, intent to explore and evaluate strategic alternatives, the timing for mechanical completion of our commercial-scale installation steam plant, expectations for realization of our contracted revenue backlog and our expanding opportunity pipeline. 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 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 Investors Contact:
Phelps Morris
Chief Financial Officer
Phelps.Morris@heliogen.com

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


Heliogen, Inc.
Condensed Consolidated Statements of Operations
($ in thousands, except per share and share data)
(unaudited)
Three Months Ended
March 31,
20242023
Revenue
$1,528 $1,937 
Cost of revenue
1,477 2,382 
Gross profit (loss)
51 (445)
Operating expenses:
Selling, general and administrative
12,387 4,165 
Research and development
3,791 5,260 
Impairment charges— 1,008 
Total operating expenses
16,178 10,433 
Operating loss
(16,127)(10,878)
Interest income, net683 283 
Gain (loss) on warrant remeasurement(24)304 
Other income (expense), net245 (253)
Net loss before taxes
(15,223)(10,544)
Provision for income taxes(2)— 
Net loss
$(15,225)$(10,544)
Loss per share:
Loss per share – Basic and Diluted (1)
$(2.53)$(1.87)
Weighted average number of shares outstanding – Basic and Diluted (1)
6,020,992 5,623,430 
________________
(1)Periods presented have been adjusted to reflect the 1-for-35 reverse stock split on August 31, 2023.



Heliogen, Inc.
Condensed Consolidated Balance Sheets
($ in thousands)
(unaudited)
March 31, 2024December 31, 2023
ASSETS
Cash and cash equivalents
$58,235 $62,715 
Investments
2,491 12,386 
Other current assets
10,703 8,365 
Total current assets
71,429 83,466 
Non-current assets
21,497 23,567 
Total assets
$92,926 $107,033 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Trade payables
$1,172 $746 
Contract liabilities
18,247 17,008 
Contract loss provisions74,516 75,340 
Other current liabilities
8,216 8,907 
Total current liabilities
102,151 102,001 
Long-term liabilities
12,696 13,047 
Total liabilities
114,847 115,048 
Stockholders’ equity (deficit)
(21,921)(8,015)
Total liabilities and stockholders’ equity (deficit)
$92,926 $107,033 



Heliogen, Inc.
Reconciliation of Net Loss to EBITDA and Adjusted EBITDA
($ in thousands)
(unaudited)

Three Months Ended
March 31,
20242023
Net loss$(15,225)$(10,544)
Interest income, net(683)(283)
Provision for income taxes2 — 
Depreciation and amortization446 601 
EBITDA$(15,460)$(10,226)
Impairment charges (1)
— 1,008 
Gain (loss) on warrant remeasurement (2)
24 (304)
Share-based compensation (3)
1,286 (9,199)
Contract loss provisions (4)
— 370 
Contract losses incurred (4)
(824)(447)
Change in fair value of contingent consideration (5)
— 1,125 
Reorganization costs (6)
32 481 
Adjusted EBITDA$(14,942)$(17,192)
________________
(1)Impairment charges during the first quarter 2023 are associated with goodwill.
(2)Represents the change in fair value on our outstanding warrant liabilities.
(3)Share-based compensation for the three months ended March 31, 2023 includes a one-time reversal of $12.5 million of expense as a result of stock options forfeited in connection with the termination of our former Chief Executive Officer.
(4)Represents contract loss provisions with customers for which estimated costs to satisfy performance obligations exceeded considerations expected to be realized. The contract loss provision is reduced and recognized in cost of revenue as expenditures are incurred and related revenue is recognized.
(5)Represents the change in fair value of our contingent consideration associated with the acquisition of HelioHeat GmbH.
(6)Represents reorganization costs related to employee severance and related benefits.


v3.24.1.u1
Cover
May 08, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date May 08, 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
Security Exchange Name NYSE
No Trading Symbol Flag true
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