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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number: 001-40209

Heliogen, Inc.

(Exact name of registrant as specified in its charter)


Delaware			85-4204953
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
130 West Union Street, Pasadena, California			91103
(Address of Principal Executive Offices)			(Zip Code)

Registrant's telephone number, including area code: (626) 720-4530

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

As of November 4, 2024, the registrant had 6,049,012 shares of common stock, par value $0.0001 per share outstanding.

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			Page
Cautionary Note Regarding Forward-Looking Statements			3
Part I - Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets			5
Consolidated Statements of Operations			6
Consolidated Statements of Comprehensive Loss			7
Consolidated Statements of Stockholders’ Equity (Deficit)			8
Consolidated Statements of Cash Flows			10
Notes to Unaudited Consolidated Financial Statements			12
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			26
Item 3. Quantitative and Qualitative Disclosures About Market Risk			32
Item 4. Controls and Procedures			33
Part II - Other Information
Item 1. Legal Proceedings			34
Item 1A. Risk Factors			34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			34
Item 3. Defaults Upon Senior Securities			34
Item 4. Mine Safety Disclosures			34
Item 5. Other Information			34
Item 6. Exhibits			35
Signatures			36

Table of Contents

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact included in this Quarterly Report regarding our future financial performance, as well as our strategy, future operations, financial position, estimated revenues, losses, projected costs, prospects, plans and objectives of management are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” or the negative of such terms or other similar expressions. These forward-looking statements are based on management’s current expectations, assumptions, hopes, beliefs, intentions and strategies regarding future events and are based on currently available information as to the outcome and timing of future events. Although we believe such expectations and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. All readers are cautioned that the forward-looking statements contained in this Quarterly Report are not guarantees of future performance and we cannot assure any reader that such statements will be realized or that the forward-looking events and circumstances will occur.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•our ability to fund our future cash obligations and continue as a going concern;

•our ability to access sources of capital to finance our operations and future capital requirements;

•our financial and business performance, including risk of uncertainty in our financial projections and business metrics and any underlying assumptions thereunder;

•the delisting of our common stock and public warrants from the New York Stock Exchange (the “NYSE”) and the commencement of trading of our common stock and public warrants in the over-the-counter (“OTC”) market;

•changes in our business and strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

•our ability to execute our business model, including market acceptance of our planned products and services and achieving sufficient production volumes at acceptable quality levels and prices;

•changes in domestic and foreign business, market, financial, political, legal conditions and applicable laws and regulations;

•our ability to grow market share in our existing markets or any new markets we may enter;

•our ability to achieve and maintain profitability in the future;

•our ability to maintain and enhance our products and brand, and to attract and retain customers;

•our ability to find new partners for product offerings;

•the success of our strategic relationships with third parties;

•our ability to scale in a cost-effective manner;

•developments and projections relating to our competitors and industry;

•supply chain disruptions;

•our ability to protect our intellectual property (“IP”);

Table of Contents

•the actions of our stockholders and the related impact on the price of our common stock;

•expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups Act of 2012, as amended;

•our ability to find and retain critical employee talent and key personnel;

•our ability to successfully manage changes in our executive team;

•the possibility that we may be adversely impacted by other economic, business, and/or competitive factors;

•future exchange and interest rates;

•the outcome of any known and unknown litigation and regulatory proceedings; and

•other risks and uncertainties, including those disclosed under “Item 1A. Risk Factors” contained in Part I of our Annual Report on Form 10-K for the year ended December 31, 2023 (our “Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2024, as supplemented by the risk factor disclosed in Part II, Item 1A. Risk Factors in our Quarterly Reports for each of the periods ended March 31, 2024 and June 30, 2024 and the risk factors and other cautionary statements contained in other filings that have been made or will be made with the SEC by the Company.

Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Should one or more of the risks or uncertainties described in this Quarterly Report, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Our SEC filings are available publicly on the SEC’s website at www.sec.gov.

You should read this Quarterly Report with the understanding that our actual future results, levels of activity and performance as well as other events and circumstances may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Table of Contents

Part I - Financial Information

Item 1. Financial Statements

Heliogen, Inc.

Consolidated Balance Sheets

($ in thousands, except share data)

(Unaudited)


	September 30, 2024		December 31, 2023
ASSETS
Cash and cash equivalents	$	44,631	$	62,715
Short-term restricted cash	500		500
Investments	—		12,386
Receivables, net	1,954		4,679
Inventories, net	—		1,956
Prepaid and other current assets	1,675		1,230
Total current assets	48,760		83,466
Operating lease right-of-use assets	6,166		13,909
Property, plant and equipment, net	627		5,577

Long-term restricted cash	1,000		1,000
Other long-term assets	1,439		3,081
Total assets	$	57,992	$	107,033
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Trade payables	$	1,073	$	746
Accrued expenses and other current liabilities	9,795		8,907
Contract liabilities	19,818		17,008
Contract loss provisions	74,271		75,340
Total current liabilities	104,957		102,001
Operating lease liabilities, non-current	4,531		12,878

Other long-term liabilities	96		169
Total liabilities	109,584		115,048
Commitments and contingencies (Note 15)
Stockholders’ equity (deficit)
Preferred stock, $0.0001 par value; 10,000,000 shares authorized and no shares outstanding as of September 30, 2024 and December 31, 2023	—		—
Common stock, $0.0001 par value; 500,000,000 shares authorized; 6,049,012 and 5,946,315 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	1		1
Additional paid-in capital	433,432		430,678
Accumulated other comprehensive loss	(525)		(516)
Accumulated deficit	(484,500)		(438,178)
Total stockholders’ equity (deficit)	(51,592)		(8,015)
Total liabilities and stockholders’ equity (deficit)	$	57,992	$	107,033

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

Heliogen, Inc.

Consolidated Statements of Operations

($ in thousands, except per share and share data)

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Revenue:
Services revenue	$	434	$	1,096	$	2,174	$	2,874
Grant revenue	616		1,177		2,665		2,730
Total revenue	1,050		2,273		4,839		5,604
Cost of revenue:
Cost of services revenue (including depreciation)	494		1,220		3,851		3,221
Cost of grant revenue	616		1,177		2,665		2,690

Contract loss (adjustments) provisions	—		(538)		—		(148)
Total cost of revenue	1,110		1,859		6,516		5,763
Gross profit (loss)	(60)		414		(1,677)		(159)

Operating expenses:
Selling, general and administrative	7,854		14,882		29,714		36,227
Research and development	4,509		5,162		13,051		15,368


Impairment and other charges	202		115		4,362		1,595
Total operating expenses	12,565		20,159		47,127		53,190
Operating loss	(12,625)		(19,745)		(48,804)		(53,349)

Interest income, net	535		335		1,893		888

Gain on warrant remeasurement	53		74		74		326
Other income, net	223		767		520		1,341
Net loss before taxes	(11,814)		(18,569)		(46,317)		(50,794)
Provision for income taxes	(1)		(1)		(5)		(3)
Net loss	$	(11,815)	$	(18,570)	$	(46,322)	$	(50,797)





Loss per share:
Loss per share – Basic and Diluted	$	(1.94)	$	(3.13)	$	(7.66)	$	(8.81)
Weighted average number of shares outstanding – Basic and Diluted	6,086,382		5,935,823		6,051,029		5,765,356

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Heliogen, Inc.

Consolidated Statements of Comprehensive Loss

($ in thousands)

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Net loss	$	(11,815)	$	(18,570)	$	(46,322)	$	(50,797)
Other comprehensive income (loss), net of taxes:
Unrealized gains on available-for-sale securities	—		72		1		270
Cumulative translation adjustment	(6)		(124)		(10)		(185)
Total other comprehensive income (loss), net of taxes	(6)		(52)		(9)		85
Comprehensive loss	$	(11,821)	$	(18,622)	$	(46,331)	$	(50,712)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Heliogen, Inc.

Consolidated Statements of Stockholders’ Equity (Deficit)

($ in thousands, except share data)

(Unaudited)



		Three Months Ended September 30, 2024
	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Loss		Accumulated Deficit		Total
		Shares			Amount
Balance as of June 30, 2024		5,989,932	$	1		$	432,724	$	(519)	$	(472,685)	$	(40,479)
Net loss		—	—			—		—		(11,815)		(11,815)
Other comprehensive loss		—	—			—		(6)		—		(6)
Share-based compensation		—	—			709		—		—		709

Vesting of restricted stock units		77,139	—			—		—		—		—
Tax withholding related to vesting of restricted stock units		(21,877)	—			(45)		—		—		(45)
Exercise of stock options		3,818	—			3		—		—		3



Vesting of warrants issued in connection with customer agreements		—	—			41		—		—		41
Balance as of September 30, 2024		6,049,012	$	1		$	433,432	$	(525)	$	(484,500)	$	(51,592)



		Three Months Ended September 30, 2023
	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Loss		Accumulated Deficit		Total
		Shares			Amount
Balance as of June 30, 2023		5,844,979	$	1		$	429,581	$	(456)	$	(340,807)	$	88,319
Net loss		—	—			—		—		(18,570)		(18,570)
Other comprehensive loss		—	—			—		(52)		—		(52)
Share-based compensation		—	—			305		—		—		305

Vesting of restricted stock units		62,888	—			—		—		—		—
Exercise of stock options		1,652	—			10		—		—		10

Payment for fractional shares in connection with the reverse stock split		(795)	—			(7)		—		—		(7)

Vesting of warrants issued in connection with customer agreements		—	—			95		—		—		95
Balance as of September 30, 2023		5,908,724	$	1		$	429,984	$	(508)	$	(359,377)	$	70,100

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Heliogen, Inc.

Consolidated Statements of Stockholders’ Equity (Deficit) (continued)

($ in thousands, except share data)

(Unaudited)


		Nine Months Ended September 30, 2024
	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Loss		Accumulated Deficit		Total
		Shares			Amount
Balance as of December 31, 2023		5,946,315	$	1		$	430,678	$	(516)	$	(438,178)	$	(8,015)
Net loss		—	—			—		—		(46,322)		(46,322)
Other comprehensive loss		—	—			—		(9)		—		(9)
Share-based compensation		—	—			2,676		—		—		2,676
Issuance of common stock under employee stock purchase plan		8,114	—			13		—		—		13
Vesting of restricted stock units		129,505	—			—		—		—		—
Tax withholding related to vesting of restricted stock units		(38,740)	—			(73)		—		—		(73)
Exercise of stock options		3,818	—			3		—		—		3



Vesting of warrants issued in connection with customer agreements		—	—			135		—		—		135
Balance as of September 30, 2024		6,049,012	$	1		$	433,432	$	(525)	$	(484,500)	$	(51,592)


		Nine Months Ended September 30, 2023
	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total
		Shares			Amount
Balance as of December 31, 2022		5,511,839	$	1		$	434,496	$	(593)	$	(308,580)	$	125,324
Net loss		—	—			—		—		(50,797)		(50,797)
Other comprehensive income		—	—			—		85		—		85
Share-based compensation		—	—			(6,078)		—		—		(6,078)
Issuance of common stock under employee stock purchase plan		19,284	—			168		—		—		168
Vesting of restricted stock units		122,524	—			—		—		—		—
Exercise of stock options		255,872	—			1,171		—		—		1,171

Payment for fractional shares in connection with the reverse stock split		(795)	—			(7)		—		—		(7)

Vesting of warrants issued in connection with customer agreements		—	—			234		—		—		234
Balance as of September 30, 2023		5,908,724	$	1		$	429,984	$	(508)	$	(359,377)	$	70,100

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Heliogen, Inc.

Consolidated Statements of Cash Flows

($ in thousands)

(Unaudited)


	Nine Months Ended
	September 30,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(46,322)	$	(50,797)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	902		1,692
Impairment charges	3,354		1,008
Provision for inventory reserve	1,729		—
Share-based compensation	2,676		(6,078)
Change in fair value of warrants	(74)		(326)
Change in fair value of contingent consideration	—		1,289
Deferred income taxes	5		3
Non-cash operating lease expense	1,457		1,261
Other non-cash operating activities	(47)		(1,489)
Changes in assets and liabilities:
Receivables, net	2,747		3,556
Inventories, net	227		(2,450)
Prepaid and other current assets	(453)		(605)
Trade payables and accrued liabilities	603		(1,789)
Contract liabilities	2,972		3,056
Change in contract loss provisions, net	(1,069)		(1,776)
Other non-current assets and liabilities	183		(1,477)
Net cash used in operating activities	(31,110)		(54,922)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(264)		(1,146)
Proceeds from sale of property, plant and equipment	847		—
Purchases of available-for-sale securities	—		(89,856)
Maturities of available-for-sale securities	12,500		161,600



Net cash provided by investing activities	13,083		70,598
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	3		1,175
Proceeds from issuance of common stock under employee stock purchase plan	13		168
Payment related to taxes for net-share settlement of share-based compensation	(73)		—
Payment for fractional shares in connection with the reverse stock split	—		(7)


Net cash provided by (used in) financing activities	(57)		1,336
Increase (decrease) in cash, cash equivalents and restricted cash	(18,084)		17,012
Cash, cash equivalents and restricted cash at the beginning of the period	64,215		47,874
Cash, cash equivalents and restricted cash at the end of the period	$	46,131	$	64,886

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Heliogen, Inc.

Consolidated Statements of Cash Flows (continued)

($ in thousands)

(Unaudited)


	Nine Months Ended
	September 30,
	2024		2023
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	44,631	$	63,386
Short-term restricted cash	500		500
Long-term restricted cash	1,000		1,000
Total cash, cash equivalents and restricted cash	$	46,131	$	64,886



Non-cash investing and financing activities:
Fair value of Project Warrants and Collaboration Warrants recognized in equity	$	135	$	234
Capital expenditures incurred but not yet paid	$	—	$	83

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Heliogen, Inc.

Notes to the Unaudited Consolidated Financial Statements

Note 1—Organization and Basis of Presentation

Background

Heliogen, Inc. and its subsidiaries (collectively, “Heliogen” or the “Company”), is involved in the development and commercialization of next-generation concentrated solar energy. We are developing a modular, artificial intelligence enabled, concentrated solar energy plant that will use an array of mirrors to reflect sunlight and capture, concentrate, store and convert it into cost-effective energy on demand. Unless otherwise indicated or the context requires otherwise, references in our unaudited consolidated financial statements to “we,” “us,” or “our” and similar expressions refer to Heliogen.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Accordingly, these unaudited consolidated financial statements do not include all information or notes required by GAAP for annual financial statements. In the opinion of management, the unaudited consolidated financial statements have been prepared on the same basis as the annual financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary for fair statement.

The results reported in these unaudited consolidated financial statements are not necessarily indicative of the results that may be reported for the entire year. These unaudited consolidated financial statements should be read in conjunction with the annual financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2024.

Certain immaterial prior period amounts, such as severance costs, have been reclassified to conform to current period presentation. These changes did not have a material impact on our financial position or results of operations.

Liquidity and Going Concern

These financial statements have been prepared assuming the Company will continue as a going concern. This basis of accounting contemplates continuity of operations, realization of assets and satisfaction of liabilities and commitments in the normal course of business. These financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

As of September 30, 2024, the Company had liquidity of $44.6 million, consisting of cash and cash equivalents and no debt. During the nine months ended September 30, 2024, the Company incurred a net loss of $46.3 million and used cash in operations of $31.1 million. The Company expects to continue to generate operating losses and have significant cash outflows from operating activities for at least the next few years. Based on these factors, the Company anticipates that it may not have sufficient resources to fund its cash obligations for the next 12 months after the issuance date of the unaudited consolidated financial statements, which raises substantial doubt about the Company’s ability to continue as a going concern.

The Company has evaluated the conditions discussed above and is taking various steps in an effort to alleviate them. The Company is exploring various cost saving opportunities and intends to continue seeking opportunities to generate additional revenue through its commercialization of engineering services. The Company has also engaged a financial advisor and is actively assessing various avenues to secure additional capital, including, but not limited to, the issuance of debt, equity or both. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company.

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Heliogen, Inc.

Notes to the Unaudited Consolidated Financial Statements

On May 16, 2024, the Company made the strategic decision to implement a targeted plan, which included a workforce reduction, the closing of the Company’s manufacturing facility in Long Beach, California, (the “Manufacturing Facility”) and a reduction in third-party costs. These actions are intended to further reduce structural costs and operating expenses and better align the Company’s operating structure for commercialization with a technology-centric and capital light model, as the Company continues to explore and evaluate strategic alternatives with its third-party financial advisor. Refer to Note 12—Impairment and Other Charges—Manufacturing Facility Closure for additional information.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in our unaudited consolidated financial statements and the accompanying notes. Despite our intention to establish accurate estimates and reasonable assumptions, actual results could differ materially from such estimates and assumptions.

Note 2—Revenue

Disaggregated Revenue

The following table provides information about disaggregated revenue:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
$ in thousands	2024		2023		2024		2023
Project revenue	$	420	$	950	$	1,395	$	2,401
Engineering services revenue	14		146		779		473
Total services revenue	434		1,096		2,174		2,874
Grant revenue	616		1,177		2,665		2,730
Total revenue	$	1,050	$	2,273	$	4,839	$	5,604

Services Revenue

Project revenue consists of amounts recognized under contracts with customers for the development, construction and delivery of commercial-scale concentrated solar energy facilities. The Company’s recognized project revenue is associated with a commercial-scale demonstration agreement (“CSDA”) executed with Woodside Energy (USA) Inc. (“Woodside”) in March 2022 for the engineering, procurement and construction of a 5 MWe concentrated solar energy facility to be built in Mojave, California (the “Capella Project”) for the customer’s use in research, development and testing.

Engineering services revenue consists of amounts recognized under contracts with customers for the provision of engineering, research and development (“R&D”), or other similar services in our field of expertise. The Company’s recognized engineering services revenue is associated with engineering studies and projects in the United States (“U.S.”) and Europe.

Grant Revenue

The Company’s grant revenue is primarily related to the Company’s award (the “DOE Award”) from the U.S. Department of Energy (the “DOE”) for costs incurred during such periods that are reimbursable under the DOE Award. During the second quarter of 2024, the proposed budget modification was approved by the DOE for the Capella Project, which did not change the DOE Award amount but resulted in updated cost sharing ratios and indirect rates.

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Heliogen, Inc.

Notes to the Unaudited Consolidated Financial Statements

Contract Estimates

In the fourth quarter of 2023, the Company adjusted its Capella Project estimate after completing the front-end engineering design phase. Our current cost estimates for the Capella Project are subject to further refinement as we continue value engineering, exploring additional cost savings opportunities and continue to negotiate an executable engineering, procurement and construction (“EPC”) contract. As a result, the actual cost for the Capella Project could vary from our current estimate.

During the three and nine months ended September 30, 2023, we recognized a reduction in contract loss provisions of $0.5 million and $0.1 million, respectively, associated with our projects in Germany. No provision for contract losses was recognized during the three and nine months ended September 30, 2024.

We amortized $0.5 million and $1.1 million during the three and nine months ended September 30, 2024, respectively, and $0.3 million and $1.6 million during the three and nine months ended September 30, 2023, respectively, of the previously recognized contract loss provisions as a reduction to cost of services revenue incurred during the periods based on percentages of completion.

Performance Obligations

Revenue recognized under contracts with customers, which excludes amounts to be received from government grants, relates solely to the performance obligations satisfied during the three and nine months ended September 30, 2024 and 2023 with no revenue recognized from performance obligations satisfied in prior periods.

As of September 30, 2024, we had approximately $36.8 million of the transaction price allocated to the remaining performance obligation from our contract for the Capella Project. Currently, we are unable to estimate the timing of recognition of revenue for the remaining transaction price.

Receivables

Receivables consisted of the following:


$ in thousands	September 30, 2024		December 31, 2023



Trade receivables	$	790	$	954
Grant receivables:
Billed	735		—
Unbilled	412		3,623

Total grant receivables	1,147		3,623

Other receivables	226		309
Total receivables	2,163		4,886
Allowance for credit losses	(209)		(207)
Total receivables, net	$	1,954	$	4,679

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Heliogen, Inc.

Notes to the Unaudited Consolidated Financial Statements

Contract Liabilities

The following table outlines the activity related to contract liabilities:


$ in thousands



Balance as of December 31, 2023	$	17,008
Payments received in advance of performance	4,336
Revenue recognized	(1,395)
Recognition of consideration payable associated with Project Warrants	(135)
Other	4
Balance as of September 30, 2024	$	19,818

During the three and nine months ended September 30, 2024, we recognized revenue of $0.4 million and $1.4 million, respectively, that was included in contract liabilities as of December 31, 2023.

Customer Concentrations

The following table shows the customers, including governmental entities, who accounted for greater than 10% of our total revenue:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Customer A	39	%	42	%	41	%	43	%
Customer B	59	%	52	%	55	%	48	%

The following table shows the customers, including governmental entities, who accounted for greater than 10% of our total receivables:


	September 30, 2024		December 31, 2023

Customer B	59	%	77	%
Customer C	29	%	12	%

Note 3—Warrants

Public Warrants and Private Warrants

The Company’s warrant liabilities as of September 30, 2024 include public warrants (the “Public Warrants”) and private placement warrants (the “Private Warrants,” and together with the Public Warrants, the “Public and Private Warrants”). The Public Warrants and Private Warrants permit warrant holders to purchase in the aggregate 238,095 shares and 6,667 shares, respectively, of the Company’s common stock at an exercise price of $402.50 per share. The Public and Private Warrants became exercisable on March 18, 2022 and expire on December 30, 2026, or earlier upon redemption or liquidation. The Public and Private Warrants are recorded as liabilities on the consolidated balance sheets and measured at fair value at each reporting date, with the change in fair value included in gain (loss) on warrant remeasurement on the consolidated statements of operations.

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Heliogen, Inc.

Notes to the Unaudited Consolidated Financial Statements

Project Warrants

In connection with the execution of the CSDA with Woodside in March 2022, the Company issued warrants permitting Woodside to purchase 26,068 shares of the Company’s common stock at an exercise price of $0.35 per share (the “Project Warrants”). The Project Warrants expire upon the earlier of a change in control of the Company or March 28, 2027 and vest pro rata with certain payments required to be made by Woodside under the CSDA. The fair value of the Project Warrants upon issuance was $173.60 per warrant based on the closing price of the Company’s common stock on March 28, 2022, less the exercise price. The Project Warrants are recorded as equity on the consolidated balance sheets.

During the three and nine months ended September 30, 2024, $41 thousand and $0.1 million, respectively, was recognized as additional paid-in capital related to the vesting of Project Warrants. During the three and nine months ended September 30, 2023, $0.1 million and $0.2 million, respectively, was recognized as additional paid-in capital related to the vesting of Project Warrants. As of September 30, 2024, vested Project Warrants were exercisable for 14,978 shares of the Company’s common stock.

Collaboration Warrants

In connection with the execution of a collaboration agreement (the “Collaboration Agreement”) with Woodside in March 2022, the Company issued warrants permitting Woodside to purchase 104,275 shares of the Company’s common stock at an exercise price of $0.35 per share (the “Collaboration Warrants”). Under the Collaboration Agreement, Woodside will assist us in defining product offerings that use our modular technology for potential customers. The Collaboration Warrants expire upon the earlier of a change in control of the Company or March 28, 2027. Of these warrants, (i) half of the warrants vested immediately upon execution of the Collaboration Agreement, to purchase 52,138 shares of the Company’s common stock and (ii) the remaining warrants will vest based on certain specified performance goals under the Collaboration Agreement. The fair value of the Collaboration Warrants upon issuance was $173.60 per warrant based on the closing price of the Company’s common stock on March 28, 2022, less the exercise price.

The Collaboration Warrants are recorded as equity on the consolidated balance sheets and the related expense is recognized ratably as selling, general and administrative (“SG&A”) expense for marketing services to be provided over the estimated service period. The Company recognized SG&A expense, related to the vesting of the Collaboration Warrants, of $0.5 million and $1.5 million, respectively, during the three and nine months ended September 30, 2023, respectively. During the fourth quarter of 2023, we fully impaired the Collaboration Warrants and recognized the remaining expense as an impairment charge on our consolidated statements of operations.

Note 4—Fair Value of Financial Instruments

The Company’s assets and liabilities measured at fair value on a recurring basis are summarized in the following table by fair value measurement level:


$ in thousands	Level	September 30, 2024		December 31, 2023
Assets:
Investments	1	$	—	$	12,386
Liabilities:
Public Warrants (1)	1	$	26	$	97
Private Warrants (1)	2	1		3

________________

(1)Included in other long-term liabilities on the consolidated balance sheets.

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Heliogen, Inc.

Notes to the Unaudited Consolidated Financial Statements

Private Warrants. The fair value of the Private Warrants approximates the fair value of the Public Warrants due to the existence of similar redemption provisions. As a result, the Company has determined that the fair value of the Private Warrants at a specific date would be similar to that of the Public Warrants, and thus the fair value is determined by using the closing price of the Public Warrants, which was $0.003 as of September 30, 2024.

Contingent Consideration. In connection with the acquisition of HelioHeat GmbH in September 2021, part of the fair value of the consideration transferred was contingent consideration. The contingent consideration was classified as Level 3 in the fair value hierarchy and measured at fair value using a probability-weighted discounted cash flow model utilizing estimated timing for the commissioning and required operational period of a commercial facility using the acquired particle receiver technology.

As of September 30, 2024 and December 31, 2023, the fair value of the contingent consideration was zero. The following table summarizes the activities of our Level 3 fair value measurement for the three and nine months ended September 30, 2023:


	Three Months Ended		Nine Months Ended

$ in thousands	September 30, 2023		September 30, 2023
Beginning balance	$	1,590	$	353

Change in fair value (1)	52		1,289

Ending balance	$	1,642	$	1,642

________________

(1)The changes in the fair value of the contingent consideration are included in other income, net on our consolidated statements of operations.

Note 5—Inventories

Inventories consisted of the following:


$ in thousands	September 30, 2024		December 31, 2023
Raw materials	$	—	$	1,870
Finished goods	—		2,424
Work in process	—		53
Reserve for excess and obsolete inventory	—		(2,391)
Total inventories, net	$	—	$	1,956

During the second quarter of 2024, we recorded an inventory reserve of $1.7 million, included in cost of services revenue on our consolidated statements of operations, to adjust for excess and obsolete inventories based on our current future project needs.

During the third quarter of 2024, in connection with the closure of our Manufacturing Facility, the Company sold the excess and obsolete inventory and wrote-off the corresponding $4.1 million reserve.

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Heliogen, Inc.

Notes to the Unaudited Consolidated Financial Statements

Note 6—Property, Plant & Equipment

Major classes of property, plant and equipment, consisted of the following:


$ in thousands	Estimated Useful Lives in Years	September 30, 2024		December 31, 2023
Leasehold improvements	5 — 7	$	740	$	3,107
Computer equipment	2 — 3	2,105		2,165
Machinery, vehicles and other equipment	5 — 7	894		4,307
Furniture and fixtures	2 — 5	538		664
Construction in progress		—		125
Total property, plant and equipment		4,277		10,368
Accumulated depreciation		(3,650)		(4,791)
Total property, plant and equipment, net		$	627	$	5,577

Depreciation expense for property, plant and equipment was $0.1 million and $0.5 million for the three months ended September 30, 2024 and 2023, respectively, and $0.8 million and $1.6 million for the nine months ended September 30, 2024 and 2023, respectively, and is recorded in SG&A expense with a portion allocated to cost of services revenue.

During the second quarter of 2024, we recorded an impairment of property, plant and equipment of $3.4 million, included in impairment and other charges on our consolidated statements of operations. Refer to Note 12—Impairment and Other Charges—Manufacturing Facility Closure for additional information.

Asset Sales

During the second quarter of 2024, we began to sell assets located at our Manufacturing Facility as a result of the decision to close the facility. Refer to Note 1—Organization and Basis of Presentation—Liquidity and Going Concern for additional information. During the three months and nine months ended September 30, 2024, we received $0.4 million and $0.8 million, respectively, in proceeds from the sale of property, plant and equipment and recognized losses of $0.1 million and $0.1 million, respectively, from disposal of assets, which is recorded in SG&A expense.

Note 7—Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


$ in thousands	September 30, 2024		December 31, 2023
Payroll and other employee benefits	$	588	$	1,084
Professional fees	1,126		1,913
Research, development and project costs	4,892		3,658
Inventory in-transit	—		29
Operating lease liabilities, current portion	2,387		1,792
Other accrued expenses	802		431
Total accrued expenses and other current liabilities	$	9,795	$	8,907

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Heliogen, Inc.

Notes to the Unaudited Consolidated Financial Statements

Note 8—Leases

The Company has operating leases, primarily for real estate. There are no material residual value guarantees associated with any of the Company’s operating leases.

As discussed in Note 1—Organization and Basis of Presentation—Liquidity and Going Concern, on May 16, 2024, the Company made the decision to implement a targeted plan, which included a workforce reduction, the closing of its Manufacturing Facility and a reduction in third-party costs. Due to the decision to close the Manufacturing Facility, the Company no longer anticipates utilizing the five-year renewal option for the manufacturing space in Long Beach, California (the “Long Beach Lease”). As a result, during the nine months ended September 30, 2024, our right-of-use asset and operating lease liabilities for the Long Beach Lease were both decreased by $6.4 million. As of September 30, 2024, the Company still has a $1.5 million standby letter of credit outstanding associated with the Long Beach lease, included in restricted cash on the consolidated balance sheet. No amounts have been drawn under the standby letter of credit.

The following table provides information on the amounts of our right-of-use assets and liabilities included on our consolidated balances sheets:


$ in thousands	Financial Statement Line	September 30, 2024		December 31, 2023
Operating lease right-of-use assets	Operating lease right-of-use assets	$	6,166	$	13,909

Operating lease liabilities, current	Accrued expenses and other current liabilities	2,387		1,792
Operating lease liabilities, non-current	Operating lease liabilities, non-current	4,531		12,878

The following table summarizes the components of lease costs:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
$ in thousands	2024		2023		2024		2023
Operating lease cost	$	676	$	688	$	2,079	$	2,040


Sublease income	(43)		(45)		(125)		(114)
Total lease cost	$	633	$	643	$	1,954	$	1,926

The Company has variable and other related lease costs which were not considered material for the three and nine months ended September 30, 2024 and 2023.

The weighted-average remaining lease terms and discount rates for the Company’s operating leases were as follows:


	September 30, 2024		December 31, 2023
Weighted-average remaining lease term (years)	3.2		7.0
Weighted-average discount rate	7.9	%	7.4	%

The following table summarizes the supplemental cash flow information related to leases:


	Nine Months Ended
	September 30,
$ in thousands	2024		2023
Cash paid for amounts included in the measurement of operating lease liabilities	$	2,089	$	2,003
Right-of-use assets obtained in exchange for new operating lease liabilities	132		187

Decrease in right-of-use asset and operating lease liabilities due to lease remeasurement	6,417		—

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Heliogen, Inc.

Notes to the Unaudited Consolidated Financial Statements

As of September 30, 2024, the maturities of our future undiscounted cash flows associated with our operating lease liabilities were as follows:


$ in thousands
2024 (remaining months)	$	730
2025	2,854
2026	2,372
2027	967
2028	539
Thereafter	549
Total future lease payments	$	8,011
Less: Imputed interest	(1,093)
Present value of future lease payments	$	6,918

Note 9—Equity

Stockholder Matters

As previously reported, on November 7, 2023, the NYSE notified the Company that it had determined to commence proceedings to delist the Company’s common stock and Public Warrants from the NYSE. Trading in these securities was immediately suspended. The NYSE reached its decision to delist these securities pursuant to Section 802.01B of the NYSE Listed Company Manual. On April 15, 2024, the Company notified the NYSE that the Company intended to withdraw its appeal of the delisting determination and on June 10, 2024, the NYSE filed with the SEC a Notification of Removal From Listing and/or Registration under Section 12(b) of the Exchange Act on Form 25 in order to delist the Company’s common stock and Public Warrants from the NYSE and deregister the Company’s common stock and Public Warrants under Section 12(b) of the Exchange Act. The delisting became effective on June 20, 2024.

The Company’s common stock is currently quoted on the OTCQX, the highest market tier operated by the OTC Markets Group, Inc. The Company intends to continue to comply with public company SEC regulations and other NYSE listing requirements, including filing quarterly financial statements, having independently audited financials, and maintaining an independent board of directors with corporate governance rules and oversight committees.

Stockholders Rights Plan

On April 16, 2023, the Company’s Board of Directors (the “Board”) declared a dividend of one preferred share purchase right (“Right”) for each outstanding share of the Company’s common stock to the stockholders of record as of the close of business on April 28, 2023, and adopted a limited duration 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 Rights will be exercisable only if a person or group (an “acquiring person”) acquires or launches a tender or exchange offer to acquire beneficial ownership (which includes certain synthetic equity interests) of 12.5% or more of the Company’s outstanding common stock (20% for certain passive institutional investors as described in the Rights Agreement) without the approval of the Board. Under the original terms of the Rights Agreement, once the Rights become exercisable, each Right will entitle its holder (other than the acquiring person, whose rights will become void) to purchase for $122.50, subject to adjustment, additional shares of our common stock having a market value of twice such exercise price. In addition, the Rights Agreement has customary flip-over and exchange features.

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Heliogen, Inc.

Notes to the Unaudited Consolidated Financial Statements

On April 16, 2024, we entered into Amendment No. 1 (the “Amendment”) to the Rights Agreement. The Amendment extends the final expiration date of the Rights Agreement by one year such that the Rights will now expire on April 17, 2025. The Amendment also changes the definition of “Exercise Price” from $122.50 to $26.40 and amends the definition of “acquiring person” to reflect the terms and conditions of the limited waiver previously granted by us to Nant Capital, LLC and certain of its affiliates, as previously disclosed on the Company’s Current Report on Form 8-K dated February 15, 2024. The Rights Agreement otherwise remains unmodified and in full force and effect in accordance with its terms.

The Rights Agreement will reduce the likelihood that any entity, person or group gains control of Heliogen through open market accumulation without paying all stockholders an appropriate control premium or without providing our Board sufficient time to make informed judgments and take actions that are in the best interests of all stockholders.

Note 10—Loss per Share

Basic and diluted losses per share (“EPS”) were as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
$ in thousands, except share and per share data	2024		2023		2024		2023
Numerator:
Net loss	$	(11,815)	$	(18,570)	$	(46,322)	$	(50,797)
Denominator:
Weighted-average common shares outstanding	6,016,299		5,865,954		5,981,790		5,698,405
Weighted-average impact of warrants (1)	70,083		69,869		69,239		66,951
Denominator for basic EPS – weighted-average shares	6,086,382		5,935,823		6,051,029		5,765,356
Effect of dilutive securities	—		—		—		—
Denominator for diluted EPS – weighted-average shares	6,086,382		5,935,823		6,051,029		5,765,356

EPS – Basic and Diluted	$	(1.94)	$	(3.13)	$	(7.66)	$	(8.81)

________________

(1)Warrants that have a $0.35 exercise price per common share are assumed to be exercised when vested because common shares issued for little consideration upon exercise are included in outstanding shares for the purposes of computing basic and diluted EPS.

The following securities were excluded from the calculation of losses per share as their impact would be anti-dilutive:


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2024	2023	2024	2023
Stock options	172,453	239,424	172,453	239,424
Shares issuable under the employee stock purchase plan	17,571	18,103	17,571	18,103
Unvested restricted stock units	570,521	447,286	570,521	447,286

Unvested warrants	63,227	61,533	63,227	61,533
Vested warrants	244,762	244,762	244,762	244,762

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Heliogen, Inc.

Notes to the Unaudited Consolidated Financial Statements

Note 11—Share-based Compensation

The Heliogen, Inc. 2021 Equity Incentive Plan aims to incentivize employees, directors and consultants who render services to the Company through the granting of stock awards, including stock options, stock appreciation right awards, restricted stock awards, restricted stock unit (“RSU”) awards, performance awards, and other stock-based awards.

The following table summarizes our share-based compensation expense by the affected line on our consolidated statements of operations:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
$ in thousands	2024		2023		2024		2023
Cost of services revenue	$	44	$	197	$	152	$	442
Selling, general and administrative	826		199		2,497		(7,344)
Research and development	(161)		(91)		27		824
Total share-based compensation expense	$	709	$	305	$	2,676	$	(6,078)

The following table summarizes our share-based compensation expense by grant type:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
$ in thousands	2024		2023		2024		2023
Stock options	$	107	$	172	$	353	$	(11,883)
Restricted stock units	590		75		2,293		5,449
Employee stock purchase plan	12		49		30		240
Vendor Warrants	—		9		—		116
Total share-based compensation expense	$	709	$	305	$	2,676	$	(6,078)

Stock Options

The following table summarizes the Company’s stock option activity:


$ in thousands, except share and per share data	Number of Shares	Weighted Average Exercise Price ($)		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value ($)





Outstanding balance as of December 31, 2023	204,394	$	12.64	5.82	$	6

Exercised	(3,818)	0.70
Forfeited	(3,985)	53.95
Expired	(24,138)	30.13
Outstanding balance as of September 30, 2024	172,453	$	9.50	4.03	$	1
Exercisable as of September 30, 2024	162,696	$	9.12	3.89	$	1

As of September 30, 2024, the unrecognized compensation cost related to stock options was $0.2 million which is expected to be recognized over a weighted-average period of 0.5 years.

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Heliogen, Inc.

Notes to the Unaudited Consolidated Financial Statements

Restricted Stock Units

The following table summarizes the Company’s RSU award activity:


	Number of Shares	Weighted Average Grant Date Fair Value ($)
Unvested as of December 31, 2023	339,287	$	58.92
Granted	523,702	1.54
Vested	(129,505)	42.92
Forfeited	(162,963)	38.24
Unvested as of September 30, 2024	570,521	$	15.58

As of September 30, 2024, the unrecognized compensation cost related to unvested RSU awards was $4.4 million which is expected to be recognized over a weighted-average period of 2.1 years.

Note 12—Impairment and Other Charges

Impairment and other charges consisted of the following:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
$ in thousands	2024		2023		2024		2023
Property, plant and equipment	$	—	$	—	$	3,354	$	—
Goodwill	—		—		—		1,008




Severance costs	202		115		847		587
Manufacturing Facility closing costs	—		—		161		—
Total impairment and other charges	$	202	$	115	$	4,362	$	1,595

Manufacturing Facility Closure

As discussed in Note 1—Organization and Basis of Presentation—Liquidity and Going Concern, on May 16, 2024, the Company made the strategic decision to implement a targeted plan, which included a workforce reduction, the closing of its Manufacturing Facility and a reduction in third-party costs. Costs and charges related to the implementation of the Company’s targeted plan, are accrued when probable and reasonably estimable or at the time of program announcement. The Company expects to incur the costs associated with its targeted plan over the remainder of 2024 and possibly into the first quarter of 2025, however the ultimate amount and timing of total costs and charges in connection with the Company’s targeted plan may vary due to a variety of factors, including the finalization of the closure of the Manufacturing Facility and continued sales of property, plant and equipment located at the Manufacturing Facility.

During the second quarter of 2024, management concluded that these actions constituted a triggering event and as a result, we performed an impairment assessment for our long-lived assets, including right-of-use assets. During the second quarter of 2024, we recorded impairments of $3.4 million to property, plant and equipment related to leasehold improvements, machinery and equipment and other fixed assets located at our Manufacturing Facility.

During the second quarter of 2024, we recorded severance costs of $0.6 million related to employee transition, severance and related benefits, primarily associated with the workforce reduction mentioned above.

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Heliogen, Inc.

Notes to the Unaudited Consolidated Financial Statements

During the second quarter of 2024, we recorded reorganization costs of $0.2 million associated with closing our Manufacturing Facility. We estimate that we could incur between $0.2 million to $2.0 million of costs associated with closing the Manufacturing Facility, including lease termination costs and other related costs, over the remainder of 2024 and possibly into the first quarter of 2025.

As of September 30, 2024, the reorganization costs liability decreased to $0.1 million due to payments made during the three months ended September 30, 2024, associated with closing our Manufacturing Facility. The reorganization costs liability is included in accrued expenses and other current liabilities on our consolidated balance sheets.

Goodwill Impairment

During the first quarter of 2023, we assessed our goodwill for impairment due to a sustained decrease in the Company’s market capitalization. The Company concluded that it was more likely than not that the fair value of its reporting unit was less than its carrying amount as of March 31, 2023. As a result, we fully impaired goodwill and recorded an impairment of $1.0 million during the first quarter of 2023.

Reorganization Costs

During the three months ended September 30, 2024, we recorded additional severance costs of $0.2 million related to employee severance and related benefits. In October 2024, we initiated additional workforce reductions which resulted in severance costs of approximately $0.6 million for employee severance and related benefits.

In February 2023, the Company initiated a strategic plan to respond to market feedback, streamline our operations, and improve our financial condition. As a result, during the three and nine months ended September 30, 2023, we recorded severance costs of $0.1 million and $0.6 million, respectively, for employee severance and related benefits.

Note 13—Income Taxes

We calculate our quarterly tax provision pursuant to the guidelines in Accounting Standards Codification (“ASC”) 740, Income Taxes. ASC 740 requires companies to estimate the annual effective tax rate for current year ordinary income. The estimated annual effective tax rate represents the Company’s estimate of the tax provision in relation to the best estimate of pre-tax ordinary income or loss. The estimated annual effective tax rate is then applied to year-to-date ordinary income or loss to calculate the year-to-date interim tax provision. The relationship between our income tax provision or benefit and our pre-tax book income or loss can vary significantly from period to period considering, among other factors, the overall level of pre-tax book income or loss and changes in the blend of jurisdictional income or loss that is taxed at different rates and changes in valuation allowances. The income tax provision was $1 thousand and $5 thousand for the three and nine months ended September 30, 2024, respectively. The income tax provision was $1 thousand and $3 thousand for the three and nine months ended September 30, 2023, respectively. Any income tax benefit associated with the pre-tax loss for the three and nine months ended September 30, 2024 and 2023, resulting primarily from the U.S. jurisdiction, is offset by a full valuation allowance.

The Company is under audit by the Internal Revenue Services for the year ended December 31, 2022. We believe that we have made adequate provision for all income tax uncertainties.

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Heliogen, Inc.

Notes to the Unaudited Consolidated Financial Statements

Note 14—Related Party Transactions

NantG Power, LLC

On March 24, 2023, Heliogen entered into an agreement with NantG Power, LLC (“NantG”), an affiliated sister-company to Nant Capital LLC, a holder of more than 5% of Heliogen’s outstanding voting stock, to provide front-end concept design and R&D engineering services. During the three and nine months ended September 30, 2024, the Company recognized $20 thousand and $0.2 million, respectively, of services revenue from NantG. During the three and nine months ended September 30, 2023, the Company recognized $15 thousand of services revenue from NantG. As of September 30, 2024 and December 31, 2023, we had outstanding accounts receivable of $20 thousand and $0.1 million, respectively, with NantG.

Note 15—Commitments and Contingencies

From time to time, we are involved in various claims and lawsuits arising in the normal course of business, including proceedings involving tort and other general liability claims and other miscellaneous claims. We recognize a liability when we believe the loss is probable and reasonably estimable. We currently believe that the ultimate outcome of such lawsuits and proceedings will not, individually or in the aggregate, have a material effect on our unaudited consolidated financial statements as of and for the nine months ended September 30, 2024.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following management’s discussion and analysis (“MD&A”) provides information that management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The following discussion includes forward-looking statements that involve risks, uncertainties and assumptions, including those described in “Cautionary Note Regarding Forward-Looking Statements” included in the fore-part in this Quarterly Report on Form 10-Q (our “Quarterly Report”) and included in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023 (our “Annual Report”), as filed with the SEC on March 26, 2024.

The following MD&A should be read in conjunction with our unaudited consolidated financial statements and related notes included in Part I Item 1 in this Quarterly Report and our audited consolidated financial statements as of December 31, 2023, included in our Annual Report.

Overview

Heliogen, Inc. and its subsidiaries (collectively, “Heliogen,” the “Company,” “we,” “us,” or “our”) is a leader in next generation concentrated solar energy. We are developing a modular, artificial intelligence enabled, concentrated solar energy plant that uses an array of mirrors to reflect sunlight and capture, concentrate, store and convert it into cost-effective energy on demand. Our product offering will deliver industrial process steam or power, dispatchable around the clock using thermal energy storage based on proven technology. Our next-generation system will be able to cost-effectively generate and store thermal energy at very high temperatures, enabling more cost-effective production of electricity at a smaller scale. The inclusion of a thermal energy storage system distinguishes our solution from clean energy provided by typical photovoltaic and wind installations which do not produce thermal energy and are only able to produce energy intermittently unless battery storage is added. The system will be configurable for several applications, including carbon-free industrial-grade heat and steam (for use in industrial processes), and clean power (electricity) for a variety of applications, based on a customer’s needs.

Recent Developments

In May 2024, we implemented a targeted plan, which included a workforce reduction, the closing of our manufacturing facility in Long Beach, California, (the “Manufacturing Facility”) and a reduction in third-party costs. These actions are intended to further reduce structural costs and operating expenses and better align our operating structure for commercialization with a technology-centric and capital light model, as we continue to explore and evaluate strategic alternatives with our third-party financial advisor.

We estimate that we could incur the following charges in connection with the targeted plan; $0.2 million to $2.0 million of costs associated with closing the manufacturing facility, including lease termination costs and other related costs, in addition to the $3.4 million of asset impairment charges and $0.6 million of employee transition, severance payments and related benefits that were incurred during the second quarter of 2024. We have incurred $4.2 million of these costs during the nine months ended September 30, 2024, which were recorded as impairment and other charges on our consolidated statements of operations. We expect to incur the remainder of these costs through the end of 2024 and possibly into the first quarter of 2025. Refer to Note 12—Impairment and Other Charges—Manufacturing Facility Closure for additional information.

How We Generate Revenue

We primarily generate revenue by contracting with owner-operators to build turnkey facilities that deploy Heliogen’s technology. Our services revenue which is derived from customer contracts, is primarily recognized over time using the incurred costs method for our contracts with customers that include projects under development and engineering and design services. Engineering service contracts can be short-term or span several years and we recognize revenue over time as customers receive and consume the benefit of such services. Additionally, we have government grants which are accounted for as grant revenue and are recognized only when there is reasonable assurance that the entity will comply with any conditions attached to the grant and the grant funds will be received.

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Cost of Conducting Our Business

Cost of revenue consists primarily of direct material, labor and subcontractor costs related to our revenue contracts. Additionally, we have indirect costs related to contract performance, such as indirect labor, supplies, tools and allocated depreciation.

Results of Operations

Comparison of the Three Months Ended September 30, 2024 and 2023


	Three Months Ended
	September 30,
$ in thousands	2024		2023		$ Change		% Change
Revenue:
Services revenue	$	434	$	1,096	$	(662)	(60)	%
Grant revenue	616		1,177		(561)		(48)	%
Total revenue	1,050		2,273		(1,223)
Cost of revenue:
Cost of services revenue (including depreciation)	494		1,220		(726)		(60)	%
Cost of grant revenue	616		1,177		(561)		(48)	%
Contract loss (adjustments) provisions	—		(538)		538		(100)	%
Gross profit (loss)	(60)		414		(474)

Operating expenses:
Selling, general and administrative	7,854		14,882		(7,028)		(47)	%
Research and development	4,509		5,162		(653)		(13)	%

Impairment and other charges	202		115		87		76	%
Operating loss	(12,625)		(19,745)		7,120

Interest income, net	535		335		200		60	%

Gain on warrant remeasurement	53		74		(21)		(28)	%
Other income, net	223		767		(544)		(71)	%
Net loss before taxes	(11,814)		(18,569)		6,755
Provision for income taxes	(1)		(1)		—		—	%
Net loss	$	(11,815)	$	(18,570)	$	6,755

Revenue and Gross Loss

During the three months ended September 30, 2024, we recognized total revenue of $1.1 million, a decrease of $1.2 million compared to total revenue of $2.3 million for the three months ended September 30, 2023.

We recognized services revenue of $0.4 million during the three months ended September 30, 2024, a decrease of $0.7 million compared to services revenue of $1.1 million for the three months ended September 30, 2023. The decrease in services revenue is primarily due to a reduction in revenue recognized on the engineering, procurement and construction of a 5 MWe concentrated solar energy facility to be built in Mojave, California (the “Capella Project”) during the three months ended September 30, 2024 compared to the three months ended September 30, 2023, resulting from a decrease in the cost incurred on the project.

We recognized grant revenue of $0.6 million during the three months ended September 30, 2024, a decrease of $0.6 million compared to grant revenue of $1.2 million for the three months ended September 30, 2023. The decrease was driven by a decrease in reimbursable costs incurred on the Capella Project under the award (the “DOE Award”) received from the U.S. Department of Energy (the “DOE”) for the three months ended September 30, 2024.

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During the three months ended September 30, 2024, we recognized a gross loss of $0.1 million, a change of $0.5 million compared to gross profit of $0.4 million for the three months ended September 30, 2023. The change was primarily driven by the recognition of a reduction in our contract loss provision during the three months ended September 30, 2023 of $0.5 million associated with our projects in Germany.

Selling, General and Administrative

The following table summarizes selling, general and administrative (“SG&A”) expenses:


	Three Months Ended
	September 30,
$ in thousands	2024		2023		$ Change
Employee compensation, excluding share-based compensation	$	2,853	$	5,606	$	(2,753)
Share-based compensation	826		199		627
Collaboration Warrants	—		496		(496)
Other selling, general and administrative	4,175		8,581		(4,406)
Total selling, general and administrative	$	7,854	$	14,882	$	(7,028)

During the three months ended September 30, 2024, we recognized SG&A expense of $7.9 million, a decrease of $7.0 million compared to SG&A expense of $14.9 million for the three months ended September 30, 2023. The decrease was primarily driven by a decrease of $2.9 million in professional and consulting fees as we focused on reducing third-party costs, a decrease of $2.8 million in employee compensation primarily driven by headcount reductions and a decrease of $1.2 million in other SG&A expense as we focused on reducing discretionary spending.

Research and Development

The following table summarizes research and development (“R&D”) expenses:


	Three Months Ended
	September 30,
$ in thousands	2024		2023		$ Change
Employee compensation, excluding share-based compensation	$	1,966	$	3,653	$	(1,687)
Share-based compensation	(161)		(91)		(70)
Other research and development	2,704		1,600		1,104
Total research and development	$	4,509	$	5,162	$	(653)

During the three months ended September 30, 2024, we recognized R&D expense of $4.5 million, a decrease of $0.7 million compared to R&D expense of $5.2 million for the three months ended September 30, 2023. The decrease was primarily driven by a decrease of $1.7 million in employee compensation primarily due to headcount reductions, partially offset by an increase in other R&D costs associated with the construction of our steam plant, located in Plains, Texas (the “Texas Steam Plant”).

Other Income, Net

During the three months ended September 30, 2024, we recognized other income of $0.2 million, a decrease of $0.5 million compared to other income of $0.8 million for the three months ended September 30, 2023. The decrease is primarily attributable to a decrease of $0.8 million in accretion income related to our investments in available-for-sale securities, which was partially offset by a cash prize award of $0.2 million received for our heliostats during the three months ended September 30, 2024.

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Comparison of the Nine Months Ended September 30, 2024 and 2023


	Nine Months Ended
	September 30,
$ in thousands		2024		2023		$ Change		% Change
Revenue:
Services revenue		$	2,174	$	2,874	$	(700)	(24)	%
Grant revenue		2,665		2,730		(65)		(2)	%
Total revenue		4,839		5,604		(765)
Cost of revenue:
Cost of services revenue (including depreciation)		3,851		3,221		630		20	%
Cost of grant revenue		2,665		2,690		(25)		(1)	%
Contract loss (adjustments) provisions		—		(148)		148		(100)	%
Gross profit (loss)		(1,677)		(159)		(1,518)

Operating expenses:
Selling, general and administrative		29,714		36,227		(6,513)		(18)	%
Research and development		13,051		15,368		(2,317)		(15)	%

Impairment and other charges		4,362		1,595		2,767		173	%
Operating loss		(48,804)		(53,349)		4,545

Interest income, net		1,893		888		1,005		113	%

Gain on warrant remeasurement		74		326		(252)		(77)	%
Other income, net		520		1,341		(821)		(61)	%
Net loss before taxes		(46,317)		(50,794)		4,477
Provision for income taxes		(5)		(3)		(2)		67	%
Net loss		$	(46,322)	$	(50,797)	$	4,475

Revenue and Gross Loss

During the nine months ended September 30, 2024, we recognized total revenue of $4.8 million, a decrease of $0.8 million compared to total revenue of $5.6 million for the nine months ended September 30, 2023.

We recognized services revenue of $2.2 million during the nine months ended September 30, 2024, a decrease of $0.7 million compared to services revenue of $2.9 million for the nine months ended September 30, 2023. The decrease in services revenue is primarily due to a reduction in revenue recognized on the Capella Project during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, resulting from a decrease in the cost incurred on the project, which was partially offset by an increase in engineering services performed during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

We recognized grant revenue of $2.7 million during the nine months ended September 30, 2024, a decrease of $0.1 million compared to grant revenue of $2.7 million for the nine months ended September 30, 2023. The decrease was driven by a decrease in reimbursable costs incurred on the Capella Project under the DOE Award, which was partially offset by the approval of the proposed budget modification by the DOE for the Capella Project, which did not change the DOE Award amount but resulted in more favorable cost sharing ratios and indirect rates for the nine months ended September 30, 2024.

During the nine months ended September 30, 2024, we recognized a gross loss of $1.7 million, a change of $1.5 million compared to gross loss of $0.2 million for the nine months ended September 30, 2023. The change was primarily driven by an inventory reserve of $1.7 million recorded during the nine months ended September 30, 2024 to adjust for excess and obsolete inventories based on our current future project needs. The decrease was partially offset by the recognition of a contract loss provision during the nine months ended September 30, 2023 of $0.1 million primarily related to our German operations.

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Selling, General and Administrative

The following table summarizes SG&A expenses:


	Nine Months Ended
	September 30,
$ in thousands	2024		2023		$ Change
Employee compensation, excluding share-based compensation	$	10,374	$	16,365	$	(5,991)
Share-based compensation	2,497		(7,344)		9,841
Collaboration Warrants	—		1,486		(1,486)
Other selling, general and administrative	16,843		25,720		(8,877)
Total selling, general and administrative	$	29,714	$	36,227	$	(6,513)

During the nine months ended September 30, 2024, we recognized SG&A expense of $29.7 million, a decrease of $6.5 million compared to SG&A expense of $36.2 million for the nine months ended September 30, 2023. The decrease was primarily driven by a decrease of $6.5 million in professional and consulting fees as we focused on reducing third-party costs, a decrease of $6.0 million in employee compensation primarily driven by headcount reductions, a decrease of $1.5 million in Collaboration Warrants because they were fully impaired in the fourth quarter of 2023 and a decrease of $1.6 million in other SG&A expense as we focused on reducing discretionary spending. The decrease was partially offset by a $9.8 million increase in share-based compensation primarily due to a one-time reversal of share-based compensation of $12.5 million during the first quarter of 2023, as a result of stock options forfeited in connection with the termination of our former Chief Executive Officer.

Research and Development

The following table summarizes R&D expenses:


	Nine Months Ended
	September 30,
$ in thousands	2024		2023		$ Change
Employee compensation, excluding share-based compensation	$	6,972	$	10,425	$	(3,453)
Share-based compensation	27		824		(797)
Other research and development	6,052		4,119		1,933
Total research and development	$	13,051	$	15,368	$	(2,317)

During the nine months ended September 30, 2024, we recognized R&D expense of $13.1 million, a decrease of $2.3 million compared to R&D expense of $15.4 million for the nine months ended September 30, 2023. The decrease was driven by a decrease of $3.5 million in employee compensation primarily due to headcount reductions and a decrease of $0.8 million in share-based compensation expense due to forfeitures, partially offset by an increase in other R&D costs associated with the construction of our Texas Steam Plant.

Impairment and Other Charges

During the nine months ended September 30, 2024, we recognized impairment and other charges of $4.4 million, consisting of $3.4 million to property, plant and equipment related to leasehold improvements, machinery and equipment and other fixed assets located at our Manufacturing Facility, $0.8 million of employee severance and related benefits associated with workforce reductions and $0.2 million of reorganization costs associated with closing our Manufacturing Facility. Refer to Note 12—Impairment and Other Charges for additional information.

During the nine months ended September 30, 2023, we recognized impairment and other charges of $1.6 million, consisting of an impairment charge of $1.0 million to fully impair goodwill due to a sustained decrease in our market capitalization and $0.6 million expense for employee severance and related benefits.

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Interest Income, Net

During the nine months ended September 30, 2024, we recognized interest income of $1.9 million, an increase of $1.0 million compared to interest income of $0.9 million for the nine months ended September 30, 2023. The increase is primarily attributable to the rising interest rate environment for our investments, partially offset by the decrease in our average investment balance.

Other Income, Net

During the nine months ended September 30, 2024, we recognized other income of $0.5 million, a decrease of $0.8 million compared to other income of $1.3 million for the nine months ended September 30, 2023. The decrease is primarily attributable to a decrease of $2.5 million in accretion income related to our investments in available-for-sale securities, partially offset by a gain of $1.3 million for the nine months ended September 30, 2023 in the estimated fair value of the contingent consideration associated with the acquisition of HelioHeat GmbH based on the revised probability of payment, which was partially offset by a cash prize award of $0.2 million received for our heliostats during the nine months ended September 30, 2024.

Liquidity and Capital Resources

Our principal sources of liquidity are cash and investments on hand, which are short-term in duration and highly liquid, and cash receipts from customers and government grants. Our principal uses of cash are expenditures related to project development and completion, as well as R&D and SG&A expenditures in support of our technology development and operational support.

As of September 30, 2024, the Company had liquidity of $44.6 million, consisting of cash and cash equivalents and no debt. As of November 4, 2024, the Company had liquidity of $40.7 million, consisting of cash and cash equivalents and no debt.

Going Concern

The accompanying financial statements have been prepared assuming we will continue as a going concern. As of September 30, 2024, our liquidity was $44.6 million and we had an accumulated deficit of $484.5 million. During the nine months ended September 30, 2024, we incurred a net loss of $46.3 million and used cash in operations of $31.1 million. We expect to continue to generate operating losses and have significant cash outflows from operating activities for at least the next few years. Based on our liquidity position as of September 30, 2024 and our current forecast of operating results and cash flows, we anticipate that we may not have sufficient resources to fund our cash obligations for the next 12 months after the issuance date of this Quarterly Report. These factors raise substantial doubt about our ability to continue as a going concern.

We have evaluated the conditions discussed above and we are taking various steps in an effort to alleviate them. We are exploring various cost saving opportunities and intend to continue seeking opportunities to generate additional revenue through our commercialization of engineering services. We have also engaged a financial advisor and we are actively assessing various avenues to secure additional capital, including, but not limited to, the issuance of debt, equity or both. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to us. If we are unable to effectively implement additional cost reductions, generate additional revenue or raise additional funding, we may be forced to delay, reduce or eliminate some or all of our commercialization efforts, product expansion or R&D programs and our business, financial condition and results of operations could be materially and adversely affected. Assuming no additional funding and based on our current operating and development plans, we expect that existing liquidity as of the date of this filing will be sufficient to fund currently anticipated operating expenses into the second half of 2025.

On May 16, 2024, the Company made the strategic decision to implement a targeted plan, which included a workforce reduction, the closing of the Manufacturing Facility, and a reduction in third-party costs. These actions are intended to further reduce structural costs and operating expenses and better align the Company’s operating structure for commercialization with a technology-centric and capital light model, as the Company continues to explore and evaluate strategic alternatives with its third-party financial advisor.

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Summary of Cash Flows

The following table provides a summary of our cash flows:


	Nine Months Ended
	September 30,
$ in thousands	2024		2023
Net cash used in operating activities	$	(31,110)	$	(54,922)
Net cash provided by investing activities	13,083		70,598
Net cash provided by (used in) financing activities	(57)		1,336

Net Cash from Operating Activities. Net cash used in operating activities was $31.1 million for the nine months ended September 30, 2024 compared to net cash used in operating activities of $54.9 million for the nine months ended September 30, 2023. The $23.8 million decrease in the net cash used in operating activities was primarily driven by reductions in headcount and discretionary spending as we focused on cost saving opportunities.

Net Cash from Investing Activities. Net cash provided by investing activities was $13.1 million for the nine months ended September 30, 2024 compared to net cash provided by investing activities of $70.6 million for the nine months ended September 30, 2023. For the nine months ended September 30, 2024, we received proceeds from the maturities of available-for-sale securities of $12.5 million to fund our operations and proceeds from the sale of property, plant and equipment of $0.8 million, partially offset by capital expenditures of $0.3 million. For the nine months ended September 30, 2023, we received net proceeds from the maturities of available-for-sale securities of $71.7 million, partially offset by capital expenditures of $1.1 million.

Net Cash from Financing Activities. Net cash used in financing activities was $57 thousand for the nine months ended September 30, 2024 compared to net cash provided by financing activities of $1.3 million for the nine months ended September 30, 2023. For the nine months ended September 30, 2024, we paid $73 thousand related to taxes for net-share settlement of share-based compensation, partially offset by proceeds of $13 thousand associated with our employee stock purchase plan. For nine months ended September 30, 2023, we received proceeds of $1.2 million from stock option exercises and proceeds of $0.2 million associated with our employee stock purchase plan.

Cash Requirements

Our material cash requirements from known contractual and other obligations consist of our long-term operating leases, which are primarily for real estate. Refer to Note 8—Leases for additional information regarding maturity analysis of our operating leases.

Critical Accounting Estimates

There have been no material changes to our discussion of critical accounting estimates from those set forth in our Annual Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Item 10 of Regulation S-K and are not required to provide the information otherwise required under this item.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, and as a result of the material weaknesses in our internal control over financial reporting described in our Annual Report, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2024, our disclosure controls and procedures were not effective.

Changes in Internal Control over Financial Reporting

Other than executing upon the implementation of the remediation measures described in our Annual Report and the associated changes to our internal control over financial reporting, there were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II - Other Information

Item 1. Legal Proceedings

Information relating to various commitments and contingencies is described in Note 15—Commitments and Contingencies to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report.

Item 1A. Risk Factors

There are no material changes from the risk factors previously disclosed in Part I, Item 1A. Risk Factors in our Annual Report, as supplemented by the risk factor previously disclosed in Part II, Item IA. Risk Factors in our Quarterly Reports for each of the periods ended March 31, 2024 and June 30, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit Number

Description

Incorporated by Reference

Form

File No.

Exhibit

Filing Date

3.1

Second Amended and Restated Certificate of Incorporation of Heliogen, Inc.

8-K

001-40209

3.1

January 6, 2022

3.2

Certificate of Amendment of Certificate of Incorporation of Heliogen, Inc., dated August 31, 2023.

8-K

001-40209

3.1

August 31, 2023

3.3

Second Amended and Restated Bylaws of Heliogen, Inc.

10-Q

001-40209

3.2

November 8, 2022

3.4

Certificate of Designations of Series A Junior Participating Preferred Stock of Heliogen, Inc.

8-K

001-40209

3.1

April 17, 2023

4.1

Rights Agreement, dated as of April 16, 2023, between Heliogen, Inc. and Continental Stock Transfer & Trust Company, as rights agent.

8-K

001-40209

4.1

April 17, 2023

4.2

Amendment No. 1, dated as of April 16, 2024, to Rights Agreement, dated as of April 16, 2023, by and between Heliogen, Inc. and Continental Stock Transfer & Trust Company, as rights agent.

8-K

001-40209

4.1

April 16, 2024

31.1*

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

The following information from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Loss, (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) the Notes to Unaudited Consolidated Financial Statements.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

________________

* Filed herewith.

** Furnished herewith.

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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 on November 8, 2024.


						Heliogen, Inc.

			By:			/s/ Christiana Obiaya
						Christiana Obiaya
						Chief Executive Officer (Principal Executive Officer)

			By:			/s/ Phelps Morris
						Phelps Morris
						Chief Financial Officer (Principal Financial Officer)