Current Report Filing (8-k)
25 Januar 2023 - 10:13PM
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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):
January 24, 2023
CANOO INC.
(Exact name of registrant as specified in its
charter)
Delaware
(State
or other jurisdiction
of incorporation or organization) |
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)
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, $0.0001 par value |
|
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On January 24, 2023, Canoo Inc. (the “Company”)
held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders
approved an amendment to Paragraph A of Article IV of the Company’s Second Amended and Restated Certificate of Incorporation to
increase the Company’s number of shares of authorized common stock, par value $0.0001 per share, from 500,000,000 shares to 1,000,000,000
shares and the corresponding increase in the total number of authorized share of capital stock the Company may issue from 510,000,000
to 1,010,000,000 shares (the “Authorized Shares Amendment”).
On January 25, 2023, the Company filed a Certificate
of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation with the Delaware Secretary of State implementing
the Authorized Shares Amendment. The Certificate of Amendment implementing the Authorized Shares Amendment is filed as Exhibit 3.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
To the extent applicable, the contents of Item
5.07 below are incorporated into this Item 5.03 by this reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 24, 2023, the Company held the Special
Meeting at 8:30 a.m. Central Time. At the close of business on December 1, 2022, the record date of the Special Meeting, the Company had
345,016,538 shares of common stock outstanding. The holders of 209,303,732 shares of the Company’s common stock were present at
the Special Meeting, either online or by proxy, which constituted a quorum for the purpose of conducting business at the Special Meeting.
The following are the voting
results of the proposals considered and voted on at the Special Meeting, each of which is described in detail in the Company’s definitive
proxy statement, dated December 7, 2022, as supplemented by a supplement dated January 13, 2023, filed by the Company with the Securities
and Exchange Commission.
Proposal No. 1:
The Company’s stockholders
approved, pursuant to Nasdaq Marketplace Rules (“Nasdaq Rules”) 5635(b) and 5635(d), the potential issuance of shares
of the Company’s common stock upon the exercise of certain warrants in excess of 20% of the number of shares outstanding
on July 11, 2022, under the Warrant Issuance Agreement with Walmart Inc., which was referred to as the Walmart Share Issuance Proposal.
Votes For |
|
Votes Against |
|
Abstentions |
147,041,816 |
|
4,043,282 |
|
349,730 |
Proposal No. 2:
The Company’s stockholders
approved, pursuant to Nasdaq Rule 5635(d), the issuance of shares of the Company’s common stock in excess of 20% of the number
of shares outstanding on May 10, 2022, pursuant to the Pre-Paid Advance Agreement with YA II PN, LTD, which was referred
to as the Yorkville Share Issuance Proposal.
Votes For |
|
Votes Against |
|
Abstentions |
145,098,694 |
|
5,895,760 |
|
440,374 |
Proposal No. 3:
The Company’s stockholders
approved an amendment to the Pre-Paid Advance Agreement with YA II PN, LTD to lower the minimum price at which shares may be sold
by us from $1.00 per share to $0.50 per share, which was referred to as the Yorkville Floor Price Proposal.
Votes For |
|
Votes Against |
|
Abstentions |
144,985,528 |
|
6,020,516 |
|
428,784 |
Proposal No. 4:
The Company’s stockholders
approved the Authorized Shares Amendment, which was referred to as the Share Authorization Proposal.
Votes For |
|
Votes Against |
|
Abstentions |
199,683,040 |
|
8,780,556 |
|
840,136 |
Proposal No. 5:
The Company’s stockholders
approved a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, one or more of the other
proposals to be voted on at the Special Meeting, which was referred to as the Adjournment Proposal.
Votes For |
|
Votes Against |
|
Abstentions |
199,677,062 |
|
8,620,197 |
|
1,006,473 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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: January 25, 2023 |
CANOO INC. |
|
|
|
|
By: |
/s/ Hector Ruiz |
|
Name: |
Hector Ruiz |
|
Title: |
General Counsel and Corporate Secretary |
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