Current Report Filing (8-k)
28 Junio 2023 - 3:06PM
Edgar (US Regulatory)
0001750153
false
0001750153
2023-06-22
2023-06-22
0001750153
us-gaap:CommonStockMember
2023-06-22
2023-06-22
0001750153
us-gaap:WarrantMember
2023-06-22
2023-06-22
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
June 22, 2023
CANOO INC.
(Exact name of registrant as specified in its
charter)
Delaware
(State
or Other Jurisdiction
of Incorporation) |
001-38824
(Commission
File Number) |
82-1476189
(I.R.S. Employer Identification Number) |
19951 Mariner Avenue
Torrance,
California |
90503 |
(Address of principal executive offices) |
(Zip Code) |
(424) 271-2144
(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 |
Common Stock, $0.0001 par value per share |
|
GOEV |
|
The Nasdaq Global Select Market |
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share |
|
GOEVW |
|
The Nasdaq Global Select Market |
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.
On June 22, 2023, Canoo
Inc., a Delaware corporation (the “Company”), entered into a Common Stock and Common Warrant Subscription Agreement
(the “Purchase Agreement”) with certain special purpose vehicles managed by entities affiliated with Mr. Tony
Aquila, the Company’s Executive Chairman and Chief Executive Officer (the “Purchasers”). The Purchase Agreement
provides for the sale and issuance by the Company of 16,330,720 shares (the “Shares”) of the Company’s common
stock, par value $0.0001 per share (“Common Stock”), together with warrants (the “Warrants”) to
purchase up to 16,330,720 shares of Common Stock (the “Warrant Shares”) at a combined purchase price of $0.5358 per
share and accompanying Warrant. The Warrants will have an exercise price of $0.67 per share, will be initially exercisable beginning six
(6) months following the date of issuance (the “Initial Exercise Date”) and will expire five (5) years from
the Initial Exercise Date. The transaction is expected to close as promptly as practicable, subject to customary closing conditions. The
Company expects to use the proceeds for general corporate purposes.
Pursuant to the Purchase
Agreement, the Shares, the Warrants and the Warrant Shares will be subject to a lock-up period of twelve (12) months after the
closing date of the transaction (the “Restricted Period”). Prior to the
date of expiration of the Restricted Period, the Company has agreed to file with the Securities and Exchange Commission a
registration statement providing for the resale of the Shares and the Warrant Shares. The Purchase Agreement includes customary
representations, warranties and covenants of the parties.
The
foregoing description of the Purchase Agreement and the Warrants are not complete and are qualified in their entirety by reference to
the full text of the form of Purchase Agreement and form of Warrant, which are filed as exhibits to this Current Report on Form 8-K
and are incorporated by reference herein.
Item
3.02. Unregistered Sales of Equity Securities.
The information
contained in Item 1.01 above is incorporated herein by reference. The issuance of the Shares and Warrants was exempt from
registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”). Each Purchaser represented to the Company that it is an “accredited investor” as defined in
Rule 501 of the Securities Act and that the Shares and the Warrants were acquired for investment purposes and not with a view
to, or for sale in connection with, any distribution thereof.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
Forward-Looking Statements
This report contains forward-looking statements,
and any statements other than statements of historical fact could be deemed to be forward-looking statements. These forward-looking statements
include, among other things, the timing of the closing of the transaction, the amount of proceeds to be received by the Company from the
sale of shares of Common Stock in the transaction and the uses thereof and related matters. These statements are subject to risks and
uncertainties, including failure of closing conditions to be satisfied in connection with the transaction, and actual results may differ
materially from these statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only
as of the date of this report. The Company undertakes no obligation to revise or update any forward-looking statements to reflect events
or circumstances after the date hereof.
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 hereunto duly authorized.
Date: June 28, 2023 |
CANOO INC. |
|
|
|
|
By: |
/s/ Hector Ruiz |
|
Name: |
Hector Ruiz |
|
Title: |
General Counsel and Corporate Secretary |
Hennessy Capital Acquisi... (NASDAQ:HCAC)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Hennessy Capital Acquisi... (NASDAQ:HCAC)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
Real-Time news about Hennessy Capital Acquisition Corporation IV (NASDAQ): 0 recent articles
Más de Canoo Inc. Artículos de Noticias