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): December 1731, 2024

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

OTCQX

Warrants, each 35 warrants exercisable for one share of common stock at an exercise price of $402.50 per share

HLGNW

OTCPK

Preferred Share Purchase Rights

N/A

OTCQX

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 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers.

~~The~~On ~~information~~December ~~set~~31, ~~forth~~2024, ~~under~~Heliogen, Inc. (the “~~Item~~Company”) 3and Tom Doyle, the Company’s Chief Commercial Officer, agreed that Mr.03 ~~Material~~Doyle ~~Modification~~would tostep ~~Rights~~down offrom ~~Security~~his ~~Holders~~role at the Company, effective December 31, 2024 (the “Separation Date”). ofThe ~~this~~business ~~Current~~responsibilities ~~Report~~associated onwith ~~Form~~the ~~8-K~~position ishave ~~incorporated~~been transitioned to existing employees who are dedicated to commercialization activities, consistent with the Company’s focus. The Company and Mr. Doyle entered into ~~this~~a ~~Item~~Separation 1Agreement which provides Mr.01 byDoyle ~~reference~~will receive: (i) payments equal to his salary for eight months following the Separation Date; and (ii) provided Mr. Doyle elects COBRA continuation coverage, contributions toward premiums for healthcare insurance coverage for up to eight months. The Separation Agreement also includes a general release of claims from Mr. Doyle in favor of the Company.

~~Item~~The ~~3.03~~foregoing ~~Material~~description ~~Modification~~is toqualified ~~Rights~~in its entirety by the Separation Agreement, a copy of ~~Security~~which ~~Holders~~is attached hereto as Exhibit 10.1 and incorporated herein by reference.

On December 17, 2024, Heliogen, Inc. (the “Company”) entered into Amendment No. 2 (the “Amendment”) to the Rights Agreement, dated as of April 16, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent (as amended by that certain Amendment No. 1, dated as of April 16, 2024, the “Rights Agreement”).

The Amendment makes certain technical amendments to the rights and obligations of the Board of Directors of the Company to administer and make determinations with respect to the Rights Agreement and the rights issued thereunder. The Rights Agreement otherwise remains unmodified and in full force and effect in accordance with its terms.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated by reference into this Item 3.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
4.1						Amendment No. 2, dated as of December 17, 2024, to Rights Agreement, dated as of April 16, 2023, by and between Heliogen, Inc. and Continental Stock Transfer & Trust Company, as rights agent.
10.1						Separation Agreement, dated as of December 31, 2024, by and between Heliogen Holdings, Inc. and Tom Doyle.
104						Cover 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:	~~December~~January 173, ~~2024~~2025	By:	/s/ Christiana Obiaya
			Christiana Obiaya
			Chief Executive Officer

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