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): February 6, 2023
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 | ||
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.
Departure of Bill Gross as Chief Executive Officer and Director
On February 5, 2023 (the “Effective Date”), the Board of Directors (the “Board”) of Heliogen, Inc. (the “Company”) terminated Bill Gross from his current position as the Chief Executive Officer (“CEO”) of the Company, effective immediately. On the same date, Mr. Gross resigned as a member of the Board as required under his employment agreement with the Company. Mr. Gross did not serve on any committees of the Board.
Mr. Gross’ resignation letter, a copy of which is being furnished as Exhibit 17.1 to this Current Report on Form 8-K, expressed his disagreement with the Board’s decision to promote an internal candidate to replace Mr. Gross as the CEO of the Company, in lieu of Mr. Gross’ proposed external candidate. The Board disagrees with the assertions made by Mr. Gross in his resignation letter. The members of the Board undertook their review of potential CEO succession in a deliberate and thoughtful manner in accordance with their fiduciary duties to the Company and its stockholders. Following this review, the Board terminated Mr. Gross because the Board believes that the Company has failed to achieve its potential under his stewardship as evidenced by, among other things, the Company’s significant decline in market value since going public, the failure of Mr. Gross to provide unifying leadership to our executive committee, and his failure to communicate a convincing path to drive improved performance in the future. The Board’s decision to terminate Mr. Gross was not based on Mr. Gross’s candidate for President of the Company. The Board had been planning for the succession of Mr. Gross as CEO and had been considering internal and external candidates, including Mr. Gross’ candidate. Mr. Gross, as a director, was included in these deliberations and the Board carefully considered his views. The Board, however, never nominated Mr. Gross’ candidate as President, as suggested in Mr. Gross’ letter. After careful consideration of the potential CEO succession options, the Board determined that it was in the best interests of the Company and its stockholders to promote a candidate that was intimately familiar with the Company’s innovative renewable energy technology, its customers, and the Board’s priorities to drive the Company’s future success. The Board ultimately concluded that Christiana Obiaya, the Company’s current Chief Financial Officer (“CFO”) was the most qualified candidate to serve as the Company’s CEO, based on, among other things, Ms. Obiaya’s extensive knowledge of the Company’s technology, customers and employees, nearly two decades of operational and financial experience, and degrees and a working background in both business and engineering.
Appointment of Christiana Obiaya as Chief Executive Officer and Director
On the Effective Date, the Company appointed its current CFO, Christiana Obiaya, to serve as CEO. The Board also appointed Ms. Obiaya as a director of the Company to fill the vacancy created by Mr. Gross’s departure. Ms. Obiaya will serve as a Class I director for a term expiring at the 2025 annual meeting of stockholders.
Ms. Obiaya has been the Company’s CFO since December 2021. Previously Ms. Obiaya served as CFO at Heliogen Holdings, Inc. since March 2021. Prior to joining Heliogen Holdings, Inc, Ms. Obiaya held roles as head of strategy and CFO for Bechtel Energy (“Bechtel”) from 2017 to 2021 as well as various other leadership roles spanning finance, strategy, project development and investment, and project execution from 2010 to 2017. Prior to Bechtel, Ms. Obiaya worked on renewable energy projects in Kenya and India from 2008 to 2009. Ms. Obiaya began her career as an engineer, designing products and scaling up manufacturing processes at a multinational consumer goods company from 2004 to 2008. Ms. Obiaya graduated from the Massachusetts Institute of Technology (MIT) with a B.S. in Chemical Engineering and an MBA from MIT Sloan School of Management.
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There are no arrangements or understandings between Ms. Obiaya and any other person pursuant to which Ms. Obiaya was appointed as the CEO of the Company or as a member of the Board. There are no family relationships between Ms. Obiaya and any director or executive officer of the Company. Ms. Obiaya does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. The Company intends to enter into a new employment agreement with Ms. Obiaya to reflect her position as CEO. Ms. Obiaya previously entered into the Company’s standard form of indemnification agreement, the form of which is filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on January 6, 2022.
Appointment of Kelly Rosser as Interim Chief Financial Officer
On the Effective Date, the Company appointed its current Chief Accounting Officer, Kelly Rosser, to serve as Interim CFO.
Ms. Rosser has been the Company’s Chief Accounting Officer since August 2022. Previously, Ms. Rosser served as Corporate Controller at Zenith Energy Management, LLC (“Zenith”) from April 2018 to August 2022. Prior to joining Zenith, Ms. Rosser was an independent consultant from September 2016 to April 2018 and served as Vice President, Chief Accounting Officer and Controller at Par Pacific Holdings, Inc. (NYSE:PARR) from May 2014 to September 2016. Ms. Rosser is a senior level finance executive and a Certified Public Accountant in the state of Texas with extensive exposure to the energy industry, including power generation, midstream, exploration and production, and refining companies. Ms. Rosser has an M.S. in Accounting and a B.B.A from Texas A&M University.
There are no arrangements or understandings between Ms. Rosser and any other person pursuant to which she was appointed as the Interim CFO. There are no family relationships between Ms. Rosser and any director or executive officer of the Company. Ms. Rosser does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Concurrently with her appointment as Interim CFO, Ms. Rosser entered into the Company’s standard form of indemnification agreement, the form of which is filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on January 6, 2022.
Item 7.01 Regulation FD Disclosure.
On February 6, 2023, the Company issued a press release with respect to the management transition described in Item 5.02 of this Current Report on Form 8-K. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
Number |
Description | |
| 17.1 | Bill Gross Resignation Letter, dated February 5, 2023. | |
| 99.1 | Press Release, dated February 6, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
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/ Deborah Chen | |
| Deborah Chen | |
| Dated: February 6, 2023 | General Counsel |
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Exhibit 17.1
February 5, 2023
To the Heliogen Board of Directors:
Because you have terminated me as the CEO of Heliogen, I am required by my employment agreement to resign as a director and as Chairman of the Board of Heliogen. Therefore, I resign immediately.
More than six months ago, I shared with the Board my desire to step down as Chief Executive Officer once a successor was identified who had the experience and skills to take this amazing company to the next level. After carefully considering internal candidates, I recommended – and continue to recommend – that we appoint a CEO from outside the organization with operational, sales, marketing and team-building skills who can lead this company. A few months ago, I identified an exceptional external candidate, one who has the skills to tackle the many challenges facing Heliogen today, from creating a strong leadership team, to acquiring customers, and building projects. In addition, this candidate understands how to partner with me to harness the innovation and vision this company still needs. The Board met and vetted the candidate, and with the Board’s approval and support, the Board moved forward with that candidate’s nomination as President, with the goal of becoming CEO within 6 months.
When the Board communicated the decision to Heliogen’s senior management team, several members of that team threatened to quit. Rather than support what in my view is in the best interests of Heliogen and its stockholders, as well as its own previous decision, the Board chose to back the existing management team. This past weekend, the Board voted against making an offer to the excellent President/CEO candidate we identified, choosing instead to terminate me and promote an internal executive as CEO. I do not support that decision as an officer, director, or stockholder.
Since founding Heliogen and taking it public in December 2021, I have dedicated my energy, resources, and reputation to achieve the best outcome for the Company. Notwithstanding that, we have disappointed our employees, our customers, and our investors. With Heliogen’s market value now at less than $150 million the Board must do what is in the shareholders’ interests and appoint leadership with much broader capabilities to win back the minds and hearts of all those constituents. Promoting the same team that did not achieve these results in the past will not achieve the results we need in the future.
For all these reasons, I am resigning, and I reserve all rights I may have under my employment agreement with the Company.
Sincerely,
Bill Gross
Exhibit 99.1
Heliogen Announces New Chief Executive Officer to Drive Next Phase of Growth
Christie
Obiaya appointed Chief Executive Officer bringing her strategy and finance expertise to drive
Heliogen’s growth and commercialization;
Kelly Rosser appointed interim Chief Financial Officer
PASADENA, Calif.--(BUSINESS WIRE)-- Heliogen, Inc. (“Heliogen”) (NYSE: HLGN), a leading provider of AI-enabled concentrating solar energy technology, today announced that its Board of Directors (the “Board”) has appointed Christie Obiaya as Chief Executive Officer and added Ms. Obiaya to the board of directors, effective immediately. Ms. Obiaya, head of Heliogen's Executive Committee and formerly its Chief Financial Officer, replaces Bill Gross, who was removed as Chief Executive Officer and has resigned from the board of directors. “As Heliogen moves forward on commercial projects, Christie brings almost two decades of operational and financial experience, with degrees and a working background in both business and engineering,” said Robert Kavner, Heliogen’s lead independent director. “Having served as Chief Financial Officer of Heliogen and chair of the executive committee, she is intimately familiar with our innovative renewable energy technology, our customers, and the priorities to drive our future success. This knowledge, together with her experience growing and managing energy and infrastructure development and sustainable technologies, make her the right person to take on these additional responsibilities. Christie, together with the rest of Heliogen’s management team, will focus on and advance the company’s strategic plan.”
Ms. Obiaya joined Heliogen in March 2021 as Chief Financial Officer and has worked closely with the Company’s management team on commercializing its solar energy and thermal storage systems technology. Prior to joining Heliogen, Ms. Obiaya served as the head of strategy and chief financial officer for Bechtel Energy’s multi-billion-dollar, global energy business unit from 2017 to 2021. She also held various leadership roles at Bechtel in finance, strategy, project development, investment, and execution from 2010 to 2017. Prior to Bechtel, Ms. Obiaya worked on renewable energy projects in Kenya and India from 2008 to 2009. Ms. Obiaya began her career as an engineer, designing products and scaling up manufacturing processes at a multinational consumer goods company from 2004 to 2008. Ms. Obiaya graduated from the Massachusetts Institute of Technology (MIT) with a B.S. in Chemical Engineering and an MBA from MIT Sloan School of Management.
“I am honored to have the opportunity to lead the company as we bring Heliogen’s renewable energy technology to customers looking to decarbonize their operations,” said Ms. Obiaya. “I look forward to bringing together Heliogen’s exceptional talent with our industry partners, and to delivering with excellence for our customers, employees, and stockholders.”
“On behalf of the Board, I would like to thank Bill Gross for his founding vison of Heliogen and providing the Company a platform for future success,” stated Mr. Kavner.
As part of the leadership transition, Kelly Rosser has been appointed interim Chief Financial Officer. Ms. Rosser has served as Heliogen’s Chief Accounting Officer since August 2022. Ms. Rosser brings over 20 years of financial executive experience as chief accounting officer, corporate controller, and auditing public companies.
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.
Forward-Looking Statements
This release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “project,” “will likely result” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this release, are forward-looking statements . These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside Heliogen’s control and are difficult to predict, including the important factors set forth under the caption “Risk Factors” in Heliogen’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2022, as amended, and Heliogen’s other reports filed with the SEC. In addition, forward-looking statements reflect Heliogen’s expectations, plans or forecasts of future events and views only as of the date of this release. Heliogen anticipates that subsequent events and developments will cause its assessments to change. However, while Heliogen may elect to update these forward-looking statements at some point in the future, Heliogen specifically disclaims any obligation to do so, except as required by law.
Heliogen Investor Contact:
Louis Baltimore
VP, Investor Relations
Louis.Baltimore@heliogen.com
Heliogen Media Contact:
ICR, Inc.
HeliogenPR@icrinc.com