Form 8-K - Current report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 6, 2024

  

FREYR Battery, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

333-274434

93-3205861

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

6&8 East Court Square, Suite 300,

Newnan, Georgia 30263

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: [phone]

Not Applicable

(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

Common Stock, par value $0.01 per share

FREY

The New York Stock Exchange

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50

FREY WS

The New York Stock Exchange

 

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2). 

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. ☐

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Item 2.02. Results of Operations and Financial Condition.

On November 6, 2024, FREYR Battery, Inc., a Delaware corporation, issued a press release announcing its financial results for the third quarter ended September 30, 2024.

The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

The information in this Item 2.02, including the Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits. 

(d) Exhibits.

Exhibit No.						Description
99.1						Press Release, dated November 6, 2024, reporting FREYR Battery, Inc.’s financial results for the third quarter ended September 30, 2024.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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SIGNATURE

 

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, hereunto duly authorized.

			FREYR BATTERY, INC.
Date: November 6, 2024			By:			/s/ Joseph Evan Calio
			Name:			Joseph Evan Calio
			Title:			Chief Financial Officer

 

2

News Release

FREYR Battery Reports Third Quarter 2024 Results

New York, Oslo, and Newnan, GA, November 6, 2024, FREYR Battery, Inc. (NYSE: FREY) (“FREYR” or the “Company”), a developer of sustainable clean energy capacity and solutions, today reported financial results for the third quarter of 2024.

Results Overview, Financing, and Liquidity

•FREYR reported a net loss attributable to stockholders for the third quarter of 2024 of $(27.5) million, or $(0.20) per diluted share compared to a net loss for the third quarter of 2023 of $(9.8) million or $(0.07) per diluted share. The increase in net loss in the third quarter of 2024 was primarily due to a $1.1 million warrant liability fair value adjustment for the three months ended September 30, 2024, compared to $24.4 million for the three months ended September 30, 2023, and a restructuring charge of $4.5 million for the three months ended September 30, 2024 compared to none for the three months ended September 30, 2023.

•As of September 30, 2024, FREYR had cash, cash equivalents, and restricted cash of $184.1 million, and no debt.

1 | News Release | FREYR Battery, Inc. | www.freyrbattery.com/news-and-media

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FREYR BATTERY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(Unaudited)

						September 30, 2024						December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents						$	181,851					$	253,339
Restricted cash						2,202						22,403
Prepaid assets						2,838						2,168
Other current assets						12,583						34,044
Total current assets						199,474						311,954
Property and equipment, net						368,342						366,357
Intangible assets, net						2,700						2,813
Long-term investments						21,819						22,303
Right-of-use asset under operating leases						22,640						24,476
Other long-term assets						10						4,282
Total assets						$	614,985					$	732,185
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable						$	10,080					$	18,113
Accrued liabilities and other						21,254						30,790
Share-based compensation liability						19						281
Total current liabilities						31,353						49,184
Warrant liability						721						2,025
Operating lease liability						16,775						18,816
Other long-term liabilities						27,446						27,444
Total liabilities						76,295						97,469
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value, 10,000 shares authorized, none issued and outstanding as of both September 30, 2024 and December 31, 2023						—						—
Common stock, $0.01 par value, 355,000 shares authorized as of both September 30, 2024 and December 31, 2023; 140,490 issued and outstanding as of September 30, 2024; and 139,705 issued and outstanding as of December 31, 2023						1,405						1,397
Additional paid-in capital						929,324						925,623
Accumulated other comprehensive loss						(34,035)						(18,826)
Accumulated deficit						(358,004)						(274,999)
Total stockholders' equity						538,690						633,195
Non-controlling interests						—						1,521
Total equity						538,690						634,716
Total liabilities and equity						$	614,985					$	732,185

2 | News Release | FREYR Battery, Inc. | www.freyrbattery.com/news-and-media

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FREYR BATTERY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except per share amounts)

(Unaudited)

						Three months ended September 30,												Nine months ended September 30,
						2024						2023						2024						2023
Operating expenses:
General and administrative						$	18,515					$	27,772					$	61,386					$	85,405
Research and development						8,616						7,086						30,854						18,295
Restructuring charge						4,507						—						4,644						—
Share of net loss of equity method investee						150						153						484						208
Total operating expenses						31,788						35,011						97,368						103,908
Loss from operations						(31,788)						(35,011)						(97,368)						(103,908)
Other income (expense):
Warrant liability fair value adjustment						1,096						24,399						1,294						23,248
Interest income, net						1,074						1,284						3,627						6,042
Foreign currency transaction (loss) gain						(110)						(3,213)						1,245						20,546
Other income, net						2,172						2,537						7,806						6,103
Total other income						4,232						25,007						13,972						55,939
Loss before income taxes						(27,556)						(10,004)						(83,396)						(47,969)
Income tax expense						—						—						(11)						(341)
Net loss						(27,556)						(10,004)						(83,407)						(48,310)
Net loss attributable to non-controlling interests						81						219						402						517
Net loss attributable to stockholders						$	(27,475)					$	(9,785)					$	(83,005)					$	(47,793)
Weighted average shares outstanding - basic and diluted						140,490						139,705						140,102						139,705
Net loss per share attributable to stockholders - basic and diluted						$	(0.20)					$	(0.07)					$	(0.59)					$	(0.34)
Other comprehensive (loss) income:
Net loss						$	(27,556)					$	(10,004)					$	(83,407)					$	(48,310)
Foreign currency translation adjustments						5,973						6,134						(15,209)						(48,009)
Total comprehensive loss						$	(21,583)					$	(3,870)					$	(98,616)					$	(96,319)
Comprehensive loss attributable to non-controlling interests						81						219						402						517
Comprehensive loss attributable to stockholders						$	(21,502)					$	(3,651)					$	(98,214)					$	(95,802)

3 | News Release | FREYR Battery, Inc. | www.freyrbattery.com/news-and-media

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FREYR BATTERY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

						Nine months ended September 30,
						2024						2023
Cash flows from operating activities:
Net loss						$	(83,407)					$	(48,310)
Adjustments to reconcile net loss to cash used in operating activities:
Share-based compensation expense						6,449						7,859
Depreciation and amortization						7,028						1,922
Reduction in the carrying amount of right-of-use assets						1,282						1,005
Warrant liability fair value adjustment						(1,294)						(23,248)
Share of net loss of equity method investee						484						208
Foreign currency transaction net unrealized gain						(1,075)						(19,346)
Other						—						(929)
Changes in assets and liabilities:
Prepaid assets and other current assets						13						1,672
Accounts payable, accrued liabilities and other						(429)						28,401
Operating lease liability						(1,626)						(3,212)
Net cash used in operating activities						(72,575)						(53,978)
Cash flows from investing activities:
Proceeds from the return of property and equipment deposits						22,735						—
Proceeds from property related grants						—						3,500
Purchases of property and equipment						(34,683)						(168,811)
Investments in equity method investee						—						(1,655)
Purchases of other long-term assets						—						(1,000)
Net cash used in investing activities						(11,948)						(167,966)
Cash flows from financing activities:
Payment for non-controlling interest						(4,130)						—
Net cash used in financing activities						(4,130)						—
Effect of changes in foreign exchange rates on cash, cash equivalents, and restricted cash						(3,036)						(13,240)
Net decrease in cash, cash equivalents, and restricted cash						(91,689)						(235,184)
Cash, cash equivalents, and restricted cash at beginning of period						275,742						563,045
Cash, cash equivalents, and restricted cash at end of period						$	184,053					$	327,861
Supplementary disclosure for non-cash activities:
Accrued purchases of property and equipment						$	6,133					$	11,187
Reconciliation to condensed consolidated balance sheets:
Cash and cash equivalents						$	181,851					$	299,419
Restricted cash						2,202						28,442
Cash, cash equivalents, and restricted cash						$	184,053					$	327,861

4 | News Release | FREYR Battery, Inc. | www.freyrbattery.com/news-and-media

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Investor contact:

Jeffrey Spittel

Senior Vice President, Investor Relations and Corporate Development

[e-mail]

Tel: [phone]

Media contact:

Amy Jaick

Global Head of Communications
[e-mail]

Tel: [phone]

5 | News Release | FREYR Battery, Inc. | www.freyrbattery.com/news-and-media

Cover	Nov. 06, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 06, 2024
Entity Registrant Name	FREYR Battery, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	333-274434
Entity Address, Address Line One	6&8 East Court Square, Suite 300
Entity Address, Postal Zip Code	30263
Entity Address, City or Town	Newnan
City Area Code	678
Local Phone Number	632-3112
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Tax Identification Number	93-3205861
Entity Central Index Key	0001992243
Amendment Flag	false
Entity Address, State or Province	GA
OrdinarySharesWithoutNominalValueMember
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	FREY
Security Exchange Name	NYSE
WarrantsEachWholeWarrantExercisableForOneOrdinaryShareAtAnExercisePriceOf1150Member
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
Trading Symbol	FREY WS
Security Exchange Name	NYSE

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