ZEO 8-K
Zeo Energy Corp. (ZEO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 21, 2026 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
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.
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed on a current report under the Form 8-K on January 27, 2026, Zeo Energy Corp, a Delaware corporation (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with White Lion Capital, LLC (“White Lion). Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to require White Lion to purchase, from time to time as determined by the Company, up to $30.0 million in aggregate gross purchase price of newly issued Class A Common Stock of the Company.
On August 20, 2026, the parties entered into an amendment to the Purchase Agreement (the “Amendment”). The principal purpose of the Amendment is to modify the definition of the minimum purchase price per share pursuant to an Accelerated Purchase Notice to be not lower than the applicable floor price, as determined by the Company in its sole discretion, and the price set forth in the applicable Accelerated Purchase Notice. Previously, the Company did not have the discretion to set a floor price. All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Purchase Agreement.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibits 10.1, to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description | |
| 10.1 | Amendment No. 1 to Common Stock Purchase Agreement, dated as of August 20, 2026, by and between the Company and White Lion Capital, LLC | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ZEO ENERGY CORP. | ||
| Dated: August 21, 2026 | By: | /s/ Timothy Bridgewater |
| Timothy Bridgewater | ||
| Chief Executive Officer | ||
2
Exhibit 10.1
AMENDMENT NO. 1
TO
COMMON STOCK PURCHASE AGREEMENT
BETWEEN
ZEO ENERGY CORP.
AND
WHITE LION CAPITAL LLC
THIS AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective August 20, 2026 (the “Amendment Effective Date”), is by and between ZEO ENERGY CORP., a corporation organized under the laws of Delaware (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), is entered into to amend that certain Common Stock Purchase Agreement by and between the Company and Investor, dated January 27, 2026 (the “Agreement”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to amend the Agreement as follows:
1. Amendment to Article I.
The following defined terms appearing in Section 1.1 of the Agreement are hereby deleted and amended and restated in full to read as set forth below:
| a. | “Accelerated Purchase Investment Amount” shall mean the applicable Purchase Notice Shares referenced in the Accelerated Purchase Notice multiplied by the applicable Accelerated Purchase Price. If the applicable floor price underlying an Accelerated Purchase Notice is reached during the Accelerated Valuation Period, the Investor may purchase up to any number of Purchase Notice Shares underlying the applicable Accelerated Purchase Notice, at the Investor’s sole discretion, at the applicable Accelerated Purchase Price. |
| b. | “Accelerated Purchase Price” shall mean the lowest traded price of the Common Stock during the applicable Accelerated Valuation Period, not to be lower than the applicable floor price determined by the Company in its sole discretion and set forth in the applicable Accelerated Purchase Notice. |
2. Amendment to Exhibit B. Exhibit B attached to this Amendment shall amend and restate Exhibit B to the Agreement in its entirety.
3. Representations and Warranties.
Each of the Investor and the Company represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary entity action and that the officers executing this Amendment on its behalf were similarly authorized and empowered and that this Amendment does not contravene any provisions of its articles of incorporation, bylaws, certificate of formation, limited liability company agreement or other formation documents, or of any contract or agreement to which it is a party or by which any of its properties are bound.
4. Miscellaneous.
(a) Except as modified by this Amendment, the Agreement continues in full force and effect in accordance with its terms.
(b) This Amendment shall be governed by and construed in accordance with the laws of the State of New York as set forth in Section 10.1 of the Agreement and the dispute resolution provisions set forth in the Agreement.
(c) This Amendment may be executed in any number of counterparts and by electronic transmission (which shall bind the parties hereto), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
** signature page follows **
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officer as of the Amendment Effective Date.
| ZEO ENERGY CORP. | ||
| By: | /s/ Timothy Bridgewater | |
| Name: | Timothy Bridgewater | |
| Title: | CEO | |
| WHITE LION CAPITAL, LLC | ||
| By: | /s/ Sam Yaffa | |
| Name: | Sam Yaffa | |
| Title: | Managing Partner | |
3
EXHIBIT B
FORM OF ACCELERATED PURCHASE NOTICE
TO: WHITE LION CAPITAL LLC
We refer to the Common Stock Purchase Agreement, dated as of January 27, 2026, (as amended, the “Agreement”), entered into by and between ZEO ENERGY CORP., and White Lion Capital LLC. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.
We hereby:
1) Give you notice that we require you to purchase __________ Purchase Notice Shares at the Accelerated Purchase Price; and
2) Set a floor price of __________; and
3) Certify that, as of the date hereof, the conditions set forth in Section 7 of the Agreement are satisfied.
| ZEO ENERGY CORP. | ||
| By: | ||
| Name: | ||
| Title: | ||
4