SEC Info - Heliogen, Inc. - ‘8-A12B’ on 4/17/23

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Heliogen, Inc. – ‘8-A12B’ on 4/17/23

On: Monday, 4/17/23, at 9:00am ET · Accession #: 1213900-23-30053 · File #: 1-40209

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/17/23  Heliogen, Inc.                    8-A12B                 1:23K                                    EdgarAgents LLC/FA

Registration Statement for a Class of Securities — Form 8-A — § 12(b) – SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      For Registration of Certain Classes                 HTML     22K

This is an HTML Document rendered as filed. [ Alternative Formats ]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

Heliogen, Inc.

(Exact name of Registrant as specified in its charter)

Delaware		85-4204953
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer I.D. No.)

130 West Union Street, Pasadena California

(Address of principal executive offices)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered		Name of each exchange on which each class is to be registered
Preferred Share Purchase Rights		New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates (if applicable): Not applicable.

Securities to be registered pursuant to Section 12(g) of the Act: None.

Item 1. Description of Securities to be Registered.

On April 16, 2023, the Board of Directors (the “Board”) of Heliogen, Inc. (the “Company”), a Delaware corporation, declared a dividend of one preferred share purchase right (“Right”) for each outstanding share of common stock, par value $0.0001 per share, of the Company, and adopted a stockholder rights plan, as set forth in the Rights Agreement, dated as of April 16, 2023 (the “Rights Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as rights agent. The dividend is payable to stockholders holders of record of the Company as of the close of business on April 28, 2023.

Each Right will allow its holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.0001 per share, for $3.50, once the Rights become exercisable.

The Rights are in all respects subject to and governed by the provisions of the Rights Agreement, which is incorporated herein by reference. The description of the Rights is incorporated herein by reference to the description set forth under Items 1.01, 3.03 and 5.03 of the Company’s Current Report on Form 8-K filed on April 17, 2023 and is qualified in its entirety by reference to the full text of the Rights Agreement included as Exhibit 4.1 to such Current Report.

Item 2. Exhibits.

Exhibit No.		Description
3.1		Certificate of Designations of Series A Junior Participating Preferred Stock of Heliogen, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on April 17, 2023).
4.1		Rights Agreement, dated as of April 16, 2023, by and between Heliogen, Inc. and Continental Stock Transfer & Trust Company, as rights agent, which includes the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on April 17, 2023).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: April 17, 2023

HELIOGEN, INC.

By:	/s/ Christiana Obiaya
	Name:	/s/ *Christiana Obiaya*
	Title:	Chief Executive Officer

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-A12B’ Filing	Date	Other Filings

	4/28/23
Filed on:	4/17/23	8-K
	4/16/23	8-K
		List all Filings

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/16/24  Heliogen, Inc.                    8-A12B/A               1:19K                                    EdgarAgents LLC/FA
 3/26/24  Heliogen, Inc.                    S-8         3/26/24    4:114K                                   EdgarAgents LLC/FA
 9/13/23  Heliogen, Inc.                    424B5                  1:592K                                   EdgarAgents LLC/FA
 6/30/23  Heliogen, Inc.                    S-3/A                  5:774K                                   EdgarAgents LLC/FA
 6/09/23  Heliogen, Inc.                    S-3/A                  5:853K                                   EdgarAgents LLC/FA

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/17/23  Heliogen, Inc.                    8-K:1,3,5,8 4/16/23   14:738K                                   EdgarAgents LLC/FA

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Filing Submission 0001213900-23-030053 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)