Zeo Energy Corp. 8-K

What Happened
Zeo Energy Corp. (ZEO) announced on January 27, 2026 that it entered into a Common Stock Purchase Agreement with White Lion Capital, LLC giving Zeo the right (but not the obligation) to require White Lion to purchase up to $30.0 million of newly issued Class A common stock over the agreement term. The commitment period runs until the earlier of White Lion purchasing $30.0 million of stock or January 27, 2029, and the companies also signed a related Registration Rights Agreement requiring Zeo to file a resale registration statement.

Key Details

• Up to $30.0 million aggregate gross purchase price of newly issued Class A common stock may be sold to White Lion over the commitment period (through Jan 27, 2029).
• Sales may be initiated by Zeo through two notice types (Rapid Purchase or Accelerated Purchase) with pricing tied to recent traded prices (Rapid = average of three lowest trades on notice date; Accelerated = lowest traded price during a one-hour window after White Lion’s consent).
• No purchase may cause White Lion to beneficially own more than 4.99% of outstanding Common Stock; and Zeo may not sell more than 11,454,607 shares below $1.02 per share under the agreement without Nasdaq shareholder approval.
• Zeo agreed to issue White Lion $100,000 in Commitment Shares (deemed earned at signing). Zeo must file the resale Registration Statement within 15 days; the RRA includes customary damages provisions if filing or effectiveness deadlines are missed.

Why It Matters
This agreement gives Zeo a flexible equity financing backstop that could provide up to $30M of capital access over the next three years, subject to conditions and market pricing. Important investor protections/limits include the 4.99% ownership cap for White Lion, the threshold on low-priced share sales (11,454,607 shares below $1.02 require shareholder approval), and the requirement that Zeo file a resale registration statement to enable White Lion to sell issued shares.