Heliogen Extends Limited Duration Stockholders Rights Plan

Heliogen, Inc. (“Heliogen” or the “Company”) (OTCQX: HLGN), a leading provider of AI-enabled concentrating solar energy technology, today announced that its Board of Directors (the “Board”) adopted an amendment to its existing limited duration stockholder rights plan (as amended, the “Rights Plan”) to extend the duration of the Rights Plan and reduce the exercise price of the rights.

Julie Kane, Chair of the Board, stated “Heliogen continues to experience a significant and ongoing dislocation in the trading price of its common stock. The extension of the Rights Plan is intended to enable all of our stockholders to realize the long-term value of their investment, particularly in light of the Company’s previously announced consideration of strategic alternatives. The Rights Plan should reduce the likelihood that any person or group gains control of Heliogen through open market accumulation without paying all stockholders an appropriate control premium or without providing the Board sufficient time to make informed judgments and take actions that are in the best interests of all stockholders.”

The Board did not adopt the extension to the Rights Plan in response to a specific takeover threat. In addition, the Rights Plan does not prevent the Board from engaging with parties or accepting an acquisition proposal if the Board believes that it is in the best interests of Heliogen and all of its stockholders. The Rights Plan is similar to other plans adopted by publicly held companies in comparable circumstances, and does not contain any dead-hand, slow-hand, no-hand or similar feature that limits the ability of a future Board to redeem the rights.

The Rights Plan, as amended, will automatically expire on April 17, 2025 unless the rights are earlier redeemed by the Company. The rights will be exercisable only if a person or group (an “acquiring person”), other than an “exempt person” (as described in the Rights Plan), 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 Plan). Any stockholders with beneficial ownership of the Company’s outstanding common stock above the applicable threshold as of the time of this announcement are grandfathered at their current ownership levels but are not permitted to increase their ownership without triggering the Rights Plan. Once the rights become exercisable, each right will entitle its holder (other than the acquiring person, whose rights will become void) to purchase, for $26.40, additional shares of the Company’s common stock having a market value of twice such exercise price. In addition, the Rights Plan has customary flip-over and exchange features.