Zeo Energy Corp. 8-K

What Happened
Zeo Energy Corp. announced on June 9, 2026 that it entered a Note Purchase Agreement with White Lion Capital to issue unsecured convertible promissory notes of up to $7,500,000 in aggregate. The first closing on June 9, 2026 produced a Convertible Note with a $1,670,000 principal amount for gross proceeds of $1,500,000. Additional closings for up to $6,000,000 of gross proceeds may occur through June 9, 2027 with a 10% original issue discount applicable to notes issued after the first closing. Each note matures 24 months from issuance and accrues interest at 5% per year.

Key Details

• First closing: June 9, 2026 — Convertible Note principal $1,670,000; gross proceeds to company $1,500,000.
• Total facility: up to $7,500,000; later issuances carry a 10% original-issue discount.
• Conversion: White Lion may convert notes into Class A common stock at a Conversion Price equal to the greater of $0.50 (floor) and the lesser of (a) Nasdaq Minimum Price and (b) 95% of the lowest daily VWAP during the 5 trading days before conversion; conversion price adjusts for splits and dilutive issuances.
• Caps and approvals: White Lion cannot convert to beneficially own more than 4.99% (or, if elected, 9.99%) without limitation; and issuance of shares to White Lion upon conversion is capped at 19.99% of outstanding Class A shares immediately prior to the first closing. The company must seek shareholder approval within 60 days of June 9, 2026 to issue shares above that cap.
• Other terms: notes mature in 24 months, interest 5% per year, company may prepay with 5 business days’ notice (holder may convert prior to prepayment). Default remedies include automatic increase of principal to 120% plus accrued interest. The agreement includes registration rights requiring Zeo to file a resale registration statement within 30 days of the first closing. The deal also includes a most-favored-nation clause and limits on issuing variable-rate debt or equity lines with others without White Lion’s consent.

Why It Matters
This agreement provides Zeo with immediate financing (the first $1.5M) and potential access to additional capital up to $7.5M, which can support operations or growth needs. However, the convertible structure creates potential dilution for current shareholders because White Lion can convert debt into equity at a price that could be below market (subject to the $0.50 floor and other pricing mechanics). The 19.99% conversion cap and required shareholder vote are material governance items; the registration rights will allow White Lion to resell conversion shares if the registration statement is declared effective. Investors should note both the benefit of the added liquidity and the dilution/contractual restrictions the company accepted in this financing.