SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 9, 2022
EOS ENERGY ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction
3920 Park Avenue
Edison, New Jersey 08820
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (732) 225-8400
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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
|Name of each exchange on which registered
|Common stock, par value $0.0001 per share
|The Nasdaq Stock Market LLC
|Warrants, each exercisable for one share of common stock
|The Nasdaq Stock Market LLC
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Accounting Officer
On February 9, 2022, the Board of Directors of the Company (the “Board”) appointed John Tedone (age 57) to serve as the Company’s Chief Accounting Officer, effective February 14, 2022 (the “Commencement Date”). Mr. Tedone has 25 years of experience in various financial leadership roles at manufacturing and distributions organizations. Prior to Eos, Mr. Tedone most recently served as Vice President, Finance and Chief Accounting Officer of Lydall, Inc., a publicly-traded global provider of specialty filtration and advanced materials solutions, since 2020. There, Mr. Tedone was responsible for the Company’s global accounting, tax and SEC reporting functions. From April 2007 to April 2020, Mr. Tedone served as the Vice President, Finance and Chief Accounting Officer of Kaman Corporation (NYSE: KAMN), a global provider of highly engineered products and solutions serving the aerospace, defense and medical industries. Mr. Tedone joined Kaman Corporation in November 2004 as Assistant Vice President, Internal Audit and was promoted to Vice President, Internal Audit in 2006. Mr. Tedone holds a Master of Business Administration in Management from Rensselaer Polytechnic Institute and a Bachelor of Science in Accounting from Central Connecticut State University. Mr. Tedone is a Certified Public Accountant.
In connection with his appointment, the Company entered into an employment letter with Mr. Tedone (the “Employment Letter”), pursuant to which Mr. Tedone will receive an annual base salary of $250,000. Mr. Tedone will also be eligible for a year-end target bonus opportunity of 25% of his annual base salary, with the actual bonus to be determined based on performance. In addition, upon commencing his employment with the Company, Mr. Tedone will receive a grant of 50,000 restricted stock units that settle in shares of Class A common stock of the Company and vest, subject to continued employment, in three equal annual installments on each anniversary of the Commencement Date (with accelerated vesting on a change in control).
The Employment Letter also includes a non-competition covenant that continues for 12 months following termination of employment.
There are no arrangements or understandings between Mr. Tedone and any other persons pursuant to which he was selected as an officer of the Company, and Mr. Tedone is not related to any other executive officer or director of the Company. Mr. Tedone has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing summary description of the Employment Letter is not complete and is subject to, and qualified in the entirety by reference to, the full text of the Employment Letter, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
A copy of the press release announcing the actions described above is provided as Exhibit 99.1 to this Current Report.
Item 9.01 Financial Statement and Exhibits.
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 hereunto duly authorized.
|EOS ENERGY ENTERPRISES, INC.
|Dated: February 14, 2022
|/s/ Randall Gonzales
|Chief Financial Officer
|February 14, 2022
Eos Energy Enterprises Appoints New Chief Accounting Officer
EDISON, N.J.— Eos Energy Enterprises, Inc. (NASDAQ: EOSE) (“Eos”), a leading provider of safe, scalable, efficient, and sustainable zinc-based energy storage systems, today announced that John (“Jay”) Tedone has been appointed Chief Accounting Officer. Tedone, who has 25 years of experience in various financial leadership roles, will oversee the accounting, tax and SEC reporting functions at Eos.
“As our company evolves and our needs become more complex, it will become increasingly critical to have experienced, dynamic professionals on our team,” said Joe Mastrangelo, Chief Executive Officer of Eos. “Jay will serve as a key resource in our Finance Department and will ensure that we continue to bring accountability and transparency to our shareholders. We are thrilled to continue to attract top-level talent to Eos to position us for future success as we rapidly scale to deliver on our customer commitments.”
Prior to joining Eos, Tedone served as Vice President, Finance and Chief Accounting Officer of Lydall, Inc., a publicly traded global provider of specialty filtration and advanced materials solutions. There, he was responsible for the company’s global accounting, tax and SEC reporting functions. From 2007 through 2020, he has served as the Vice President, Finance and Chief Accounting Officer of Kaman Corporation. Mr. Tedone joined Kaman Corporation as Assistant Vice President, Internal Audit in 2004 and was promoted to Vice President, Internal Audit in 2006. Mr. Tedone has also held various financial management roles at Diageo North America, United Technologies Corporation and KPMG LLP. He holds a Master of Business Administration in Management from Rensselaer Polytechnic Institute and a Bachelor of Science in Accounting from Central Connecticut State University. Tedone is a Certified Public Accountant.
“I look forward to applying my decades-long experience and knowledge of public company finance to the exciting and impactful work happening at Eos,” Tedone said. “The company has a bright future ahead as it ramps up its manufacturing operations and I’m honored to work alongside the talented leadership team that’s in place.”
Eos Energy Enterprises, Inc. is accelerating the shift to clean energy with positively ingenious solutions that transform how the world stores power. Our breakthrough Znyth™ aqueous zinc battery was designed to overcome the limitations of conventional lithium-ion technology. Safe, scalable, efficient, sustainable — and manufactured in the U.S. — it's the core of our innovative systems that today provide utility, industrial, and commercial customers with a proven, reliable energy storage alternative. Eos was founded in 2008 and is headquartered in Edison, New Jersey. For more information about Eos (NASDAQ: EOSE), visit eose.com.
This press release includes certain statements that may constitute "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Factors which may cause actual results to differ materially from current expectations include, but are not limited to: changes adversely affecting the business in which we are engaged; our ability to forecast trends accurately; our ability to generate cash, service indebtedness and incur additional indebtedness; our ability to develop efficient manufacturing processes to scale and to forecast related costs and efficiencies accurately; fluctuations in our revenue and operating results; competition from existing or new competitors; the failure to convert firm order backlog to revenue; risks associated with security breaches in our information technology systems; risks related to legal proceedings or claims; risks associated with changes in federal, state, or local laws; risks associated with potential costs of regulatory compliance; risks associated with changes to U.S. trade policies; risks resulting from the impact of global pandemics, including the novel coronavirus, Covid-19; and risks related to adverse changes in general economic conditions. The forward-looking statements contained in this press release are also subject to additional risks, uncertainties, and factors, including those more fully described in Eos’s most recent filings with the Securities and Exchange Commission, including Eos’s most recent Annual Report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Further information on potential risks that could affect actual results will be included in the subsequent periodic and current reports and other filings that Eos makes with the Securities and Exchange Commission from time to time. Moreover, Eos operates in a very competitive and rapidly changing environment, and new risks and uncertainties may emerge that could have an impact on the forward-looking statements contained in this press release. 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, except as required by law, Eos 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.