Item 1.01. Entry into a Material Definitive Agreement.
On August 8, 2022, Canoo Inc. ("we," "us," the "Company" or "Canoo") entered
into an Equity Distribution Agreement (as supplemented by that certain side
letter also entered into among the parties on August 8, 2022 (the "Side
Letter"), the "Sales Agreement") with Evercore Group L.L.C. and H.C. Wainwright
& Co., LLC (collectively, the "agents") to sell shares of the Company's common
stock, par value $0.0001 per share (the "Shares"), having an aggregate sales
price of up to $200.0 million, from time to time, through an "at the market
offering" program under which the agents will act as sales agents. The sales, if
any, of the Shares made under the Sales Agreement will be made by any method
permitted by law deemed to be an "at the market offering" as defined in Rule 415
promulgated under the Securities Act of 1933, as amended.
The agents will be entitled to total compensation at a commission rate of 3.0%
of the gross sales price per share sold, with H.C. Wainwright & Co., LLC being
entitled to an additional 1.5% of the gross sales price per share sold. We have
agreed to provide the agents with customary indemnification and contribution
rights. We will also reimburse the agents for certain specified expenses in
connection with entering into the Sales Agreement. The Sales Agreement contains
customary representations and warranties and conditions to the sale of the
Shares pursuant thereto.
We are not obligated to sell any of the Shares under the Sales Agreement and may
at any time suspend solicitation and offers thereunder. The offering of Shares
pursuant to the Sales Agreement will terminate on the earlier of (1) the sale,
pursuant to the Sales Agreement, of Shares having an aggregate sales price of
$200.0 million and (2) the termination of the Sales Agreement by either us or
the agents, as permitted therein.
The Shares will be issued pursuant to the Company's shelf registration statement
on Form S-3 (File No. 333-264842). The Company filed a prospectus supplement on
August 8, 2022 (the "Prospectus Supplement") with the U.S. Securities and
Exchange Commission in connection with the offer and sale of the Shares.
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of any offer to buy the Shares, nor shall there be an offer,
solicitation or sale of the Shares in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such state.
The foregoing description of the Sales Agreement and the Side Letter is only a
summary and is qualified in its entirety by reference to the full text of the
Sales Agreement and the Side Letter which are filed as Exhibit 1.1 and Exhibit
1.2, respectively, to this Current Report on Form 8-K and are incorporated by
Attached to this Current Report on Form 8-K as Exhibit 5.1, and incorporated by
reference to the Prospectus Supplement, is the opinion of Kirkland & Ellis LLP
relating to the legality of the Shares.
Item 9.01. Financial Statements and Exhibits.
1.1 Equity Distribution Agreement, among Canoo Inc. and Evercore Group
L.L.C. and H.C. Wainwright & Co., LLC dated August 8, 2022.
1.2 Side Letter to Equity Distribution Agreement, among Canoo Inc. and
Evercore Group L.L.C. and H.C. Wainwright & Co., LLC, dated August 8,
5.1 Opinion of Kirkland & Ellis LLP.
23.1 Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).
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