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    GOEV   US13803R1023

CANOO INC.

(GOEV)
  Report
Delayed Nasdaq  -  04:00 2022-09-26 pm EDT
2.040 USD   -8.11%
09/16Stifel Starts Canoo at Buy With $4 Price Target
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08/26Canoo Inc. : Termination of a Material Definitive Agreement (form 8-K)
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08/23Canoo Completes Advanced Vehicle Deliveries for Walmart to Finalize Custom Configuration
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CANOO INC. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

08/09/2022 | 05:10pm EDT

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 reference herein.

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.



(d) Exhibits.



Exhibit
  No.                                    Description
  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,
           2022.
  5.1        Opinion of Kirkland & Ellis LLP.
  23.1       Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).
  104      Cover Page Interactive Data File (Formatted as Inline XBRL)

© Edgar Online, source Glimpses

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Analyst Recommendations on CANOO INC.
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Financials (USD)
Sales 2022 1,50 M - -
Net income 2022 -551 M - -
Net Debt 2022 68,7 M - -
P/E ratio 2022 -1,06x
Yield 2022 -
Capitalization 652 M 652 M -
EV / Sales 2022 480x
EV / Sales 2023 2,00x
Nbr of Employees 805
Free-Float 77,8%
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Mean consensus BUY
Number of Analysts 4
Last Close Price 2,22 $
Average target price 8,13 $
Spread / Average Target 266%
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Managers and Directors
Anthony Aquila Executive Chairman & Chief Executive Officer
Josette Sheeran President & Director
Ramesh Murthy Chief Financial & Accounting Officer
Sohel Merchant Chief Technology Officer
Ram Balasubramanian Chief Information Officer
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