SC 13D

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

None (See Item 5)

SHARED VOTING POWER

442,298 shares (See Item 5)

SOLE DISPOSITIVE POWER

None (See Item 5)

SHARED DISPOSITIVE POWER

442,298 shares (See Item 5)

0001193125-24-044545.txt : 20240223 0001193125-24-044545.hdr.sgml : 20240223 20240223162950 ACCESSION NUMBER: 0001193125-24-044545 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20240223 DATE AS OF CHANGE: 20240223 GROUP MEMBERS: MP 13 VENTURES, LLC GROUP MEMBERS: NANT CAPITAL, LLC GROUP MEMBERS: PATRICK SOON-SHIONG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Heliogen, Inc. CENTRAL INDEX KEY: 0001840292 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 854204953 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-92390 FILM NUMBER: 24671680 BUSINESS ADDRESS: STREET 1: 130 W UNION ST. CITY: PASADENA STATE: CA ZIP: 91103 BUSINESS PHONE: 9709240446 MAIL ADDRESS: STREET 1: 130 W UNION ST. CITY: PASADENA STATE: CA ZIP: 91103 FORMER COMPANY: FORMER CONFORMED NAME: Athena Technology Acquisition Corp. DATE OF NAME CHANGE: 20210112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cambridge Equities, LP CENTRAL INDEX KEY: 0001629222 ORGANIZATION NAME: IRS NUMBER: 452968305 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 9922 JEFFERSON BOULEVARD CITY: CULVER CITY STATE: CA ZIP: 90232 BUSINESS PHONE: 310-836-6400 MAIL ADDRESS: STREET 1: 9922 JEFFERSON BOULEVARD CITY: CULVER CITY STATE: CA ZIP: 90232 SC 13D 1 d748411dsc13d.htm SC 13D SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Heliogen, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

42329E105

(CUSIP Number)

Nant Capital, LLC

Attn: Charles Kenworthy

450 Duley Road

El Segundo, California 90245

(310) 836-6400

With a copy to:

Martin J. Waters

Thomas E. Hornish

Savir S. Punia

Wilson Sonsini Goodrich & Rosati

Professional Corporation

12235 El Camino Real

San Diego, California 92130

(858) 350-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 15, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☒

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

13D

CUSIP No. 630104305


(1)		NAMES OF REPORTING PERSONS Cambridge Equities, LP
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions) WC, AF, OO (See Item 3)
(5)		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

This percentage is calculated based upon (x) 442,298 shares of the Issuer’s Common Stock (as defined below) beneficially owned by Cambridge Equities, LP (“Cambridge Equities”), divided by (y) 5,908,645 shares of the Issuer’s Common Stock outstanding, as of November 9, 2023, as provided by the Issuer. The beneficial ownership information reported herein and the transaction information reported in Item 5 below reflects a 1-for-35 reverse stock split of the Issuer’s Common Stock effected by the Issuer on August 31, 2023.

13D

CUSIP No. 630104305


(1)		NAMES OF REPORTING PERSONS MP 13 Ventures, LLC
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions) AF (See Item 3)
(5)		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

This percentage is calculated based upon (x) 442,298 shares of the Issuer’s Common Stock held by Cambridge Equities, divided by (y) 5,908,645 shares of the Issuer’s Common Stock outstanding, as of November 9, 2023, as provided by the Issuer. MP 13 Ventures, LLC (“MP 13 Ventures”) may be deemed to beneficially own, and share voting power and investment power with Cambridge Equities over, all shares of the Issuer’s Common Stock beneficially owned by Cambridge Equities. The beneficial ownership information reported herein and the transaction information reported in Item 5 below reflects a 1-for-35 reverse stock split of the Issuer’s Common Stock effected by the Issuer on August 31, 2023.

13D

CUSIP No. 630104305


(1)		NAMES OF REPORTING PERSONS Nant Capital, LLC
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions) WC, AF, OO (See Item 3)
(5)		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

This percentage is calculated based upon (x) 946,275 shares of the Issuer’s Common Stock held by Nant Capital, LLC (“Nant Capital”) divided by (y) 5,908,645 shares of the Issuer’s Common Stock outstanding, as of November 9, 2023, as provided by the Issuer. The beneficial ownership information reported herein and the transaction information reported in Item 5 below reflects a 1-for-35 reverse stock split of the Issuer’s Common Stock effected by the Issuer on August 31, 2023.

13D

CUSIP No. 630104305


(1)		NAMES OF REPORTING PERSONS Patrick Soon-Shiong
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions) PF, AF, OO (See Item 3)
(5)		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

This percentage is calculated based upon (x) the sum of (i) 67,020 shares of the Issuer’s Common Stock beneficially owned by Dr. Patrick Soon-Shiong; (ii) 442,298 shares of the Issuer’s Common Stock held by the Cambridge Equities; and (iii) 946,275 shares of the Issuer’s Common Stock held by Nant Capital, divided by (y) 5,908,645 shares of the Issuer’s Common Stock outstanding, as of November 9, 2023, as provided by the Issuer. Dr. Soon-Shiong may be deemed to beneficially own, and share voting power and investment power over, all shares of the Issuer’s Common Stock beneficially owned by Cambridge Equities and Nant Capital. Dr. Soon-Shiong disclaims beneficial ownership of the shares of the Issuer’s Common Stock beneficially owned by Cambridge Equities and Nant Capital except to the extent of his pecuniary interest. The beneficial ownership information reported herein and the transaction information reported in Item 5 below reflects a 1-for-35 reverse stock split of the Issuer’s Common Stock effected by the Issuer on August 31, 2023.

Item 1. Security and Issuer.

This Statement relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Heliogen, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive office is located at 130 West Union Street Pasadena, California 91103. The beneficial ownership information reported herein and the transaction information reported in Item 5 below reflects a 1-for-35 reverse stock split (the “Reverse Stock Split”) of the Issuer’s Common Stock effected by the Issuer on August 31, 2023 (unless noted otherwise).

Item 2. Identity and Background.

(a), (f) This Schedule 13D is being filed jointly by:

(i) Dr. Patrick Soon-Shiong, a natural person and citizen of the United States;

(ii) Cambridge Equities, LP, a limited partnership organized under the laws of the State of Delaware (“Cambridge Equities”);

(iii) MP 13 Ventures, LLC, a limited liability company organized under the laws of the State of Delaware (“MP 13 Ventures”); and

(iv) Nant Capital, LLC, a limited liability company organized under the laws of the State of Delaware (“Nant Capital”).

The persons and entities listed in items (i) through (iv) above are collectively referred to herein as the “Reporting Persons.”

The Reporting Persons have entered into a joint filing agreement, a copy of which is attached as Exhibit 99.1.

(b) The address of the principal business and principal office, as applicable, of each of Dr. Patrick Soon-Shiong, Cambridge Equities, MP 13 Ventures, Nant Capital, and Messrs. Kenworthy and Morse is 450 Duley Road, El Segundo, California 90245.

(c) The principal business of Cambridge Equities is investment. MP 13 Ventures is the general partner of Cambridge Equities and thus may be deemed to control Cambridge Equities. The principal business of MP 13 Ventures is investment. Dr. Soon-Shiong is the sole member of MP 13 Ventures and thus may be deemed to control MP 13 Ventures and each entity directly or indirectly controlled by MP 13 Ventures (including Cambridge Equities). The principal business of Nant Capital is investment. Dr. Soon-Shiong is the sole member of Nant Capital and thus may be deemed to control Nant Capital.

(d) During the past five years, none of the Reporting Persons, or to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, none of the Reporting Persons, or to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Business Combination of Athena and Legacy Heliogen

Nant Capital and Dr. Soon-Shiong acquired 25,657,986 shares of Common Stock (not taking into account the Reverse Stock Split) (the “Merger Shares”) of the Issuer pursuant to the Business Combination Agreement, dated July 6, 2021, (the “Business Combination Agreement”), by and among Athena Technology Acquisition Corp. (“Athena”), HelioMax Merger Sub Inc., a wholly owned subsidiary of Athena (“Merger Sub”) and Heliogen, Inc. (“Legacy Heliogen”) in exchange for Legacy Heliogen shares.

Pursuant to the terms of the Business Combination Agreement, a business combination of Legacy Heliogen and Athena was effected by the merger of Merger Sub with and into Legacy Heliogen, with Legacy Heliogen surviving as a wholly owned subsidiary of Athena (the “Merger”). In connection with the consummation of the Merger, Athena changed its name from Athena Technology Acquisition Corp. to Heliogen, Inc. and Legacy Heliogen changed its named from Heliogen, Inc. to Heliogen Holdings, Inc.

At the Effective Time of the Merger (the “Effective Time”), as a result of the Merger, each share of Legacy Heliogen capital stock that was then issued and outstanding was cancelled and converted into the right to receive 2.013 shares (the “Exchange Ratio”) of the Issuer’s Common Stock (not taking into account the Reverse Stock Split).

At the Effective Time, as a result of the Merger, (i) each option to purchase Legacy Heliogen capital stock that was outstanding and unexercised immediately prior to the Effective Time was assumed by the Issuer and converted into an option to purchase shares of the Issuer’s Common Stock and (ii) each award of restricted stock units in respect of Legacy Heliogen common stock outstanding as of immediately prior to the Effective Time was assumed by the Issuer and converted into an award of restricted stock units in respect of shares of the Issuer’s Common Stock.

Open-Market Purchases

On March 23, 2023, Dr. Soon-Shiong used approximately $89,539 of personal funds to purchase 426,374 shares of Common Stock (not taking into account the Reverse Split) through open-market transactions.

On March 24, 2023, Dr. Soon-Shiong used approximately $216,663 of personal funds to purchase 907,677 shares of Common Stock (not taking into account the Reverse Split) through open-market transactions.

On April 5, 2023, Nant Capital used approximately $94,177 of funds to purchase 385,024 shares of Common Stock (not taking into account the Reverse Split) through open-market transactions.

On April 6, 2023, Nant Capital used approximately $159,103 of funds to purchase 641,027 shares of Common Stock (not taking into account the Reverse Split) through open-market transactions.

On April 10, 2023, Nant Capital used approximately $21,969 of funds to purchase 88,086 shares of Common Stock (not taking into account the Reverse Split) through open-market transactions.

On April 11, 2023, Nant Capital used approximately $70,055 of funds to purchase 280,219 shares of Common Stock (not taking into account the Reverse Split) through open-market transactions.

On April 12, 2023, Nant Capital used approximately $43,018 of funds to purchase 172,345 shares of Common Stock (not taking into account the Reverse Split) through open-market transactions.

On April 13, 2023, Nant Capital used approximately $1,770 of funds to purchase 7,077 shares of Common Stock (not taking into account the Reverse Split) through open-market transactions.

On June 1, 2023, Nant Capital used approximately $5,410 of funds to purchase 21,657 shares of Common Stock (not taking into account the Reverse Split) through open-market transactions.

On June 2, 2023, Nant Capital used approximately $38,750 of funds to purchase 158,355 shares of Common Stock (not taking into account the Reverse Split) through open-market transactions.

On June 7, 2023, Nant Capital used approximately $245,200 of funds to purchase 1,000,000 shares of Common Stock (not taking into account the Reverse Split) through open-market transactions.

On June 8, 2023, Nant Capital used approximately $430,219 of funds to purchase 1,966,263 shares of Common Stock (not taking into account the Reverse Split) through open-market transactions.

On June 9, 2023, Nant Capital used approximately $176,756 of funds to purchase 768,835 shares of Common Stock (not taking into account the Reverse Split) through open-market transactions.

On June 13, 2023, Nant Capital used approximately $210,650 of funds to purchase 1,058,542 shares of Common Stock (not taking into account the Reverse Split) through open-market transactions.

On June 14, 2023, Nant Capital used approximately $58,748 of funds to purchase 279,752 shares of Common Stock (not taking into account the Reverse Split) through open-market transactions.

On June 15, 2023, Nant Capital used approximately $81,244 of funds to purchase 387,612 shares of Common Stock (not taking into account the Reverse Split) through open-market transactions.

On June 16, 2023, Nant Capital used approximately $8,803 of funds to purchase 40,048 shares of Common Stock (not taking into account the Reverse Split) through open-market transactions.

On June 20, 2023, Nant Capital used approximately $14,723 of funds to purchase 62,916 shares of Common Stock (not taking into account the Reverse Split) through open-market transactions.

On June 21, 2023, Nant Capital used approximately $61,863 of funds to purchase 263,695 shares of Common Stock (not taking into account the Reverse Split) through open-market transactions.

On June 22, 2023, Nant Capital used approximately $146,068 of funds to purchase 634,251 shares of Common Stock (not taking into account the Reverse Split) through open-market transactions.

On September 1, 2023, Nant Capital used approximately $47,792 of funds to purchase 7,360 shares of Common Stock (after taking into account the Reverse Stock Split) through open-market transactions.

Stock Transfer Agreement

On February 15, 2024, Cambridge Equities, L.P. (“Cambridge”) acquired 442,298 shares of Common Stock (after taking into account the Reverse Stock Split) of the Issuer pursuant to the Stock Transfer Agreement (the “Stock Transfer Agreement”), by and among Idealab Holdings, LLC (“ILH”), a 5% holder of the Issuer, and Cambridge. Pursuant to the Stock Transfer Agreement, ILH agreed to transfer and sell to Cambridge shares of the Issuer’s Common Stock at a purchase price of $1.5195 per share, representing the OTCQX Best Market volume weighted average closing price of the Issuer’s Common Stock, as reported by the OTC Markets Group, Inc. during the ten (10) trading day period ending on the trading day prior to the date of sale, for an aggregate purchase amount of approximately $672,072 in exchange for shares of Series Seed 4 Preferred Stock of Carbon Capture, Inc. held by Cambridge.

Item 4. Purpose of Transaction.

The Reporting Persons have acquired their shares of the Issuer for investment. The Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth below, would relate to or would result in: (a) any extraordinary corporate transaction involving the Issuer; (b) any change in the present board of directors or management of the Issuer; (c) any material change in the present capitalization or dividend policy of the Issuer; (d) any material change in the operating policies or corporate structure of the Issuer; (e) any change in the Issuer’s charter or by-laws; (f) the shares of the Issuer ceasing to be listed from a national securities exchange or to ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; or (g) causing the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.

The Reporting Persons, however, reserve the right, at a later date, to effect one or more of such changes and may dispose of or enter into other transactions in the shares they may be deemed to beneficially own.

The Reporting Persons have been and may continue to be in contact with members of the Issuer’s management, the Issuer’s board of directors, other significant shareholders and others regarding alternatives that the Issuer could employ to maximize shareholder value.

The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or to recommend courses of action to management and the shareholders of the Issuer.

Item 5. Interest in Securities of the Issuer.

(a) and (b) Cambridge Equities beneficially owns 442,298 shares of the Issuer’s Common Stock, representing approximately 7.49% of the outstanding Common Stock. MP 13 Ventures may be deemed to beneficially own, and share voting power and investment power with Cambridge Equities over, all shares of Common Stock beneficially owned by Cambridge Equities.

Nant Capital beneficially owns 946,275 shares of the Issuer’s Common Stock, representing approximately 16.02% of the outstanding Common Stock of the Issuer.

Dr. Soon-Shiong beneficially owns 67,020 shares of the Issuer’s Common Stock. Dr. Soon-Shiong has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all such 67,020 shares of the Issuer’s Common Stock. In addition, Dr. Soon-Shiong may be deemed to beneficially own, and share voting power and investment power over, all shares of the Issuer’s Common Stock described above as being beneficially owned by Cambridge Equities and Nant Capital. As a result, Dr. Soon-Shiong may be deemed to beneficially own, in the aggregate, 1,455,593 shares of the Issuer’s Common Stock, representing approximately 24.63% of the outstanding Common Stock of the Issuer.

For purposes of this Item 5(a) and (b), the percentages are calculated based upon (x) the shares of the Issuer’s Common Stock beneficially owned by the Reporting Person, divided by (y) 5,908,645 shares of the Issuer’s Common Stock outstanding as of November 9, 2023 as provided by the Issuer.

(d) To the knowledge of the Reporting Persons, other than as described in this Schedule 13D, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by it.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 3 above summarizes certain terms of the Stock Transfer Agreement and is incorporated herein by reference. A copy of this agreement is attached as an exhibit to this Schedule 13D and is incorporated by reference herein.

Registration Rights and Lock-Up Agreement

On December 30, 2021 (the “Closing Date”), certain stockholders and certain officers and directors of the Issuer, including Nant Capital and Dr. Soon-Shiong (together, the “Registration Rights Holders”), entered into that certain Registration Rights and Lock-up Agreement (the “Registration Rights Agreement”), pursuant to which the Registrations Rights Holders agreed to be contractually restricted from selling or transferring their shares of the Issuer’s Common Stock for a period of 180 days after the Closing Date (the “Lock-Up Period”), with 50%, 25% and 25% of such shares subject to earlier release if the closing stock price for the Common Stock equals or exceeds $12.00 per share, $13.50 per share and $17.00 per share, respectively, for any 20 trading days within any 30-trading day period. Pursuant to the Registration Rights Agreement, subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised and compliance with the Lock-Up Period, the Registration Rights Holders may demand at any time or from time to time, that the Issuer files a registration statement to register certain shares of Common Stock held by such Registration Rights Holders or to conduct an underwritten offering. The Registration Rights also provides the Registration Rights Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions.

The foregoing description of the Registration Rights Agreement does not purport to be complete, and is qualified in its entirety by reference to the text of such agreement (or the form thereof). Such agreement (or the form thereof) is attached hereto as an exhibit and is incorporated by reference herein. Other than as described in this Schedule 13D, to the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and any person with respect to any securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

The following documents are filed as exhibits:


Exhibit Number		Description

99.1		Joint Filing Agreement, dated as of February 23, 2024, by and among Cambridge Equities, LP, MP 13 Ventures, LLC, Nant Capital, LLC, and Patrick Soon-Shiong.

99.2		Registration Rights and Lock-up Agreement (incorporated by reference to Exhibit 10.5 to the Issuer’s Current Report on Form 8-K (File No. 001-40209) filed with the SEC on January 6, 2022).

99.3		Stock Transfer Agreement, by and among Idealab Holdings, LLC and Cambridge Equities, LP.

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the information set forth in this statement is true, complete and correct.

Dated: February 23, 2024


CAMBRIDGE EQUITIES, LP

By:		MP 13 Ventures, LLC, its General Partner

By:		/s/ Charles Kenworthy
Its:		Manager

MP 13 VENTURES, LLC

By:		/s/ Charles Kenworthy
Its:		Manager

NANT CAPITAL, LLC

By:		/s/ Charles Kenworthy
Its:		Manager

PATRICK SOON-SHIONG

/s/ Patrick Soon-Shiong

EX-99.1 2 d748411dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the common stock, par value $0.0001 per share, of Heliogen, Inc., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other filing party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

[Signature Page Follows]

In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 23, 2024


CAMBRIDGE EQUITIES, LP

By:		MP 13 Ventures, LLC, its General Partner

By:		/s/ Charles Kenworthy
Its:		Manager

MP 13 VENTURES, LLC

By:		/s/ Charles Kenworthy
Its:		Manager

NANT CAPITAL, LLC

By:		/s/ Charles Kenworthy
Its:		Manager

PATRICK SOON-SHIONG

/s/ Patrick Soon-Shiong

EX-99.3 3 d748411dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

STOCK TRANSFER AGREEMENT

THIS STOCK TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of January 23, 2024, by and between Idealab Holdings, LLC (“ILH”) and Cambridge Equities, LP (“CELP”).

Each of ILH and CELP may individually be referred to as a “Party” and collectively, as the “Parties”.

RECITALS

ILH holds 442,298 shares (the “HLGN Shares”) of the Common Stock of Heliogen, Inc., a Delaware corporation (“HLGN”).

CELP holds 1,047,578 shares (the “CCI Shares” and together with the HLGN Shares, the “Exchange Shares”) of the Series Seed 4 Preferred Stock of Carbon Capture, Inc. (“CCI”).

ILH desires to purchase the CCI Shares from CELP, and CELP desires to purchase the HLGN shares from ILH via exchange of securities.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereafter set forth, the Parties agree to the following:

1. Transfer and Price. Subject to the terms and conditions hereof, ILH will transfer and sell to CELP, and CELP will purchase from ILH, the HLGN Shares (the “HLGN Share Purchase”) at Fair Market Value, as defined below, and in full and fair consideration therefor, CELP will transfer and sell to ILH, and ILH will purchase from CELP, the CCI Shares (the “CCI Share Purchase”, and collectively the “Share Purchases”), effective as of the Closing (as defined below). Fair Market Value means the OTCQX volume weighted average closing price of the HLGN Common Stock, as reported by OTC Markets Group Inc. at www.otcmarkets.com, during the ten (10) trading day period ending on the trading day prior to the Closing and without any payment of a cash purchase price.

2. The Closing. The closing of the Share Purchases (the “Closing”) shall be effective upon completion of items 2(a) – 2(d) hereunder:

(a)

ILH’s delivery of its signatures to this Agreement;

(b)

CELP’s delivery of its signatures to this Agreement;

(c)

CELP’s delivery of the executed Assignment Separate from Electronic Certificate per the attached Exhibit A, with confirmation from CCI that the CCI Shares have been registered in the name of ILH, as evidenced by notice of electronic share issuance from eShares, Inc. d/b/a Carta, Inc.;

(d)

ILH’s delivery of an executed Letter of Authorization of Stock Transfer materially in the form of the attached Exhibit B together with confirmation from ILH’s broker that the HLGN shares have been transferred via the Depository Trust & Clearing Corporation system.

3. Legends. ILH understands that the CCI Shares, and any securities issued in respect of or exchanged for the CCI Shares, may be notated with one or all of the following legends:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.”

“THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE ISSUER), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT.”

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.”

4. Representations and Warranties of ILH as Purchaser of the CCI Shares. In connection with the proposed purchase of the CCI Shares, ILH hereby agrees, represents and warrants as follows.

(a) ILH is purchasing the CCI Shares solely for its own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Act”). ILH further represents that it does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the CCI Shares or any portion thereof; and that the entire legal and beneficial interest of the CCI Shares will be held for the account of ILH only and neither in whole nor in part for any other party.

(b) ILH understands that the CCI Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, ILH must hold the CCI Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. ILH further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the CCI Shares, and on requirements relating to CCI which are outside of ILH’s control, and which CCI is under no obligation and may not be able to satisfy.

(c) ILH understands that no public market now exists for the CCI Shares, and that CCI and CELP have not made assurances that a public market will ever exist for the CCI Shares.

(d) ILH is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. ILH is an experienced investor in securities of development stage companies and realizes that the purchase of the CCI Shares will be a highly speculative investment and has such knowledge and experience in financial or business matters to evaluate the merits and risks of its purchase of the CCI Shares.

5. Representations and Warranties of ILH as Seller of the HLGN Shares. In connection with the transfer of the HLGN Shares to CELP, ILH represents the following to CELP:

(a) Ownership. ILH is the sole record holder and beneficial owner of the HLGN Shares and the HLGN Shares are free and clear of any liens, encumbrances, claims, charges, demands, mortgages, pledges, and other security interests of any kind, other than restrictions on transfer under applicable state and federal laws and restrictions (collectively “Liens”). ILH further represents (i) that ILH has good, valid and marketable title to the HLGN Shares and the right and authority to transfer and sell the HLGN Shares to CELP pursuant to this Agreement and without any third party consent and upon the consummation of the transaction contemplated by this Agreement, CELP will acquire good and valid title to the HLGN Shares, free and clear of all Liens; and (ii) that there are no suits, proceedings, or investigations pending or, to ILH’s knowledge, currently threatened against ILH in connection with ILH’s ownership of the HLGN Shares, nor is ILH aware of any facts that might result in any such action, suit, proceeding or investigation. All of the HLGN Shares are free and clear of restrictions on or conditions to transfer or assignment, as well as any claims, liabilities, pledges, mortgages, restrictions or encumbrances of any kind, direct or indirect, affecting the HLGN Shares.

(b) Knowledgeable Investor. ILH: (i) is an experienced investor knowledgeable about HLGN’s industry and its business affairs, financial condition and prospects, (ii) has had sufficient access to and the opportunity to ask questions of and receive answers from the HLGN’s management regarding HLGN, its business and its prospects and the HLGN Shares, (iii) has acquired sufficient information about the HLGN to reach an informed and knowledgeable decision, (iv) will forego any subsequent economic rights to the HLGN Shares and that such rights may be substantial, (v) has reviewed this Agreement with its own legal counsel and has received all of the information that ILH considers necessary or appropriate for deciding whether to sell and transfer the HLGN Shares, and (vi) on behalf of its agents, representatives, attorneys, assigns, heirs, executors and administrators, as applicable, hereby fully, finally and forever waives all rights to any claims against CELP and its directors, officers, employees, members, partners and stockholders relating to the transaction contemplated by this Agreement other than for material misstatements or fraud by CELP.

(c) Authorization. ILH has the right and all necessary power and authority to execute this Agreement and perform ILH’s obligations to sell, transfer and deliver the HLGN Shares being transferred and sold hereunder to CELP pursuant to this Agreement and all agreements, instruments and documents contemplated hereby and, this Agreement constitutes a valid and binding obligation of ILH.

(d) No Conflict. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any provision of any instrument, judgment, order, writ, decree or contract or an event which results in the creation of any Liens upon the HLGN Shares.

(e) Validity. This Agreement, when executed and delivered by ILH, will constitute the valid and legally binding obligation of ILH, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of a specific performance, injunctive relief, or other equitable remedies.

(f) No Broker-Dealer. ILH has not effected the sale and transfer of the Exchange Shares by or through a broker-dealer in any public offering.

6. Representations and Warranties of CELP as Seller of the CCI Shares. In connection with the transfer of the CCI Shares to ILH, CELP represents the following to ILH:

(a) Ownership. CELP is the sole record holder and beneficial owner of the CCI Shares and the CCI Shares are free and clear of any Liens. CELP further represents (i) that CELP has good, valid and marketable title to the CCI Shares and the right and authority to transfer and sell the CCI Shares to ILH pursuant to this Agreement and without any third party consent and upon the consummation of the transaction contemplated by this Agreement, ILH will acquire good and valid title to the CCI Shares, free and clear of all Liens and (ii) that there are no suits, proceedings, or investigations pending or, to CELP’s knowledge, currently threatened against CELP in connection with CELPs ownership of the CCI Shares, nor is CELP aware of any facts that might result in any such action, suit, proceeding or investigation. All of the CCI Shares are free and clear of restrictions on or conditions to transfer or assignment, as well as any claims, liabilities, pledges, mortgages, restrictions or encumbrances of any kind, direct or indirect, affecting the CCI Shares.

(b) Knowledgeable Investor. CELP: (i) is an experienced investor knowledgeable about CCI’s industry and its business affairs, financial condition and prospects, (ii) has had sufficient access to and the opportunity to ask questions of and receive answers from CCI’S management regarding CCI, its business and its prospects and the CCI Shares, (iii) has acquired sufficient information about CCI to reach an informed and knowledgeable decision, (iv) will forego any subsequent economic rights to the CCI Shares and that such rights may be substantial, (v) has reviewed this Agreement with its own legal counsel and has received all of the information that CCI considers necessary or appropriate for deciding whether to sell and transfer the CCI Shares, and (vi) on behalf of its agents, representatives, attorneys, assigns, heirs, executors and administrators, as applicable, hereby fully, finally and forever waives all rights to any claims against CCI and its directors, officers, employees, members, partners and stockholders relating to the transaction contemplated by this Agreement other than for material misstatements or fraud by ILH.

(c) Authorization. CELP has the right and all necessary power and authority to execute this Agreement and perform CELP’s obligations to sell, transfer and deliver the CCI Shares being transferred and sold hereunder to ILH pursuant to this Agreement and all agreements, instruments and documents contemplated hereby and, this Agreement constitutes a valid and binding obligation of CELP.

(e) Validity. This Agreement, when executed and delivered by CELP, will constitute the valid and legally binding obligation of CELP, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of a specific performance, injunctive relief, or other equitable remedies.

(f) No Broker-Dealer. CELP has not effected the sale and transfer of the Exchange Shares by or through a broker-dealer in any public offering.

7. Informed Decision; Investigation; Future Gains; Tax Consequences; Etc.

(a) Each of ILH and CELP has entered into this Agreement based on its knowledge, investigation and analysis. Each of the Parties acknowledges that the Share Purchases were negotiated at arm’s-length and that the Share Purchases may have future value greater or lesser than the amount paid for the Share Purchases under this Agreement. Each of the Parties understands that CCI’s and HLGN’s plans for the future, respectively, if successful, may result in the Share Purchases becoming significantly more or less valuable. Each of the Parties acknowledges and understands that the each of CCI and HLGN may pursue liquidity events. Nevertheless, ILH and CELP are selling the Exchanged Shares of their own free will, and ILH and CELP are purchasing the Exchanged Shares of their own free will. Neither CCI or HLGN nor any of their respective agents has made any representation to the Parties about the advisability of this decision or the potential future value of the Exchanged Shares. Each of the Parties has the capacity to protect its own interests in connection with the sale of the Share Purchases and the transactions contemplated by this Agreement by reason of its business or financial experience or the business or financial experience of its professional advisors who are unaffiliated with, and who are not compensated by the CCI or HLGN. Each of the Parties agrees that neither the other Party nor any of their respective affiliated parties are under any obligation to disclose to such Party any information or opinion they may have about the potential future value of CCI’s or HLGN’s capital stock, even if such information is material, and each of the Parties has determined to enter into this Agreement notwithstanding such lack of information. Each of the Parties hereby acknowledges that any future sale of shares of CCI’s or HLGN’s capital stock could be at a premium or a discount to the current Fair Market Value, and such sale could occur at any time or not at all. Each of the Parties hereby acknowledges that it has not relied on any representation or statement of the other Party, other than those set forth in this Agreement, in making its investment decision to enter into this Agreement.

(b) Each of the Parties further acknowledges that it has received all information it has deemed appropriate or necessary to enable such Party to evaluate its decision to enter into this Agreement. Without limiting the foregoing, each of the Parties expressly acknowledges that as of immediately prior to the consummation of the Share Purchases contemplated hereunder, (i) the Parties may have access to certain non-public and confidential information with respect to the Exchange Shares that is not known to the other Party and that may be material to a Party’s decision to deliver the Exchange Shares, including information that may be indicative of a value of the Exchange Shares (“Non-Public Information”), (ii) each Party is an experienced and sophisticated investor and understands the potential disadvantage to which it is subject on account of the disparity of access to Non-Public Information between the Parties, (iii) the Parties waive all warranties (express or implied) arising by law, equity or otherwise with respect to a Party’s inability to review any such Non-Public Information, expressly mutually release the other Party from any and all liabilities arising from a Party’s inability to review any such Non-Public Information, and agrees to make no claim against any such Person with respect a Party’s inability to review any such Non-Public Information, excluding any claim in respect of a breach by a Party of any representation, warranty or agreement of expressly set forth in this Agreement.

8. Further Instruments. The Parties agree to execute such further instruments and to take such further action as directed by HLGN or CCI as may reasonably be necessary to carry out the intent of this Agreement.

9. Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the Party to be notified at such Party’s address as set forth on the signature page, as subsequently modified by written notice.

10. Successors and Assigns. This Agreement shall inure to the benefit of the successors and assigns of the Parties, their, executors, administrators, successors and assigns.

11. Entire Agreement; Amendments. This Agreement, together with the exhibits hereto, shall be construed under the laws of the State of California (as it applies to agreements between California residents, entered into and to be performed entirely within California), and constitutes the entire agreement of the Parties with respect to the subject matter hereof, superseding all prior written or oral agreements, and no amendment or addition hereto shall be deemed effective as against a Party hereto unless agreed to in writing by such Party.

12. Right to Specific Performance. Each Party agrees that the other Party shall be entitled to a decree of specific performance of the terms hereof or an injunction restraining violation of this Agreement, said right to be in addition to any other remedies available to such Party.

13. Separability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way and shall be construed in accordance with the purposes and tenor and effect of this Agreement.

14. Representation by Counsel. Each Party has either consulted with its own legal counsel and other advisors and representatives regarding the transactions contemplated by this Agreement or, having had the opportunity to consult with such persons regarding such transactions, have chosen not to do so of their own volition.

15. Counterparts. This Agreement may be executed in counterparts, each of which will be an original and all of which together will constitute one and the same agreement. Execution of a facsimile or scanned copy will have the same force and effect as execution of an original, and a facsimile or scanned signature will be deemed an original and valid signature.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date and year first written above.


CAMBRIDGE EQUITIES, L.P.				IDEALAB HOLDINGS, LLC

/s/ Charles N Kenworthy				/s/ Marcia Goodstein
Name: Charles N Kenworthy Title: Manager 450 Duley Road El Segundo, CA 90245				Name: Marcia Goodstein Title: Chief Executive Officer 130 West Union Street Pasadena, CA 91103

(The remainder of this page has been intentionally left blank)

EXHIBIT A

ASSIGNMENT SEPARATE FROM ELECTRONIC CERTIFICATE

FOR VALUE RECEIVED and pursuant to that certain Stock Transfer Agreement (the ”Agreement”) dated January 23, 2024 by and between Idealab Holdings, LLC (“ILH”) and Cambridge Equities, LP (“CELP”), CELP hereby sells, assigns and transfers unto ILH the 1,047,578 shares of Series Seed 4 Preferred Stock of Carbon Capture, Inc. (“Company”) titled in CELP’s name on the Company’s books and represented by Certificate Number SSP4-8 , and hereby irrevocably constitutes and appoints the Company as transfer agent with the authority to transfer said stock on the books of the Company with full power of substitution in the premises.


Dated: January 23, 2024

CAMBRIDGE EQUITIES, L.P.


Name: Charles N Kenworthy
Title: Manager

IDEALAB HOLDINGS, LLC


Name: Marcia Goodstein
Title:		Chief Executive Officer


Acknowledged:

COMPANY:

CARBON CAPTURE, INC.

By: __________________________________
Name: Adrian Corless
Title: Chief Executive Officer

EXHIBIT B

FORM OF LETTER OF AUTHORIZATION OF STOCK TRANSFER

AUTHORIZATION LETTER- STREET

DTC ELGIBLE SECURITIES

Mr. Mark G. Mathews |

Alex. Brown Venture Capital Services Group

101 California Street, Suite 4500

San Francisco, CA 94111

Dear Mr. Mathews,

Please use this letter as authorization to transfer the 442,298 Common shares of Heliogen Incorporated, CUSIP number: 42329E204, held in street name in Idealab Holdings, LLC account # 262KV265 to the following transferee:


Transferee:		Cambridge Equities, LP
Name of Institution:		Merrill Lynch
DTC Number:		[__________]
Account Number:		[__________]
For Further Credit (if applicable)		Cambridge Equities, LP
Contact Name:		[__________]
Contact Number:		[__________]
Contact e-Mail:		[__________]

Dated: January 23, 2024

IDEALAB HOLDINGS, LLC

By: ______________________________

Name: Marcia Goodstein

Title: Chief Executive Officer