Basic Stats
| LEI | 5493004KHMS7ZZPSQE04 |
| CIK | 1750153 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Canoo Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| January 24, 2025 |
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, 2025 CANOO INC. (Exact name of registrant as specified in its charter) Delaware 001-38824 83-1476189 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| January 21, 2025 |
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 17, 2025 CANOO INC. (Exact name of registrant as specified in its charter) Delaware 001-38824 83-1476189 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| December 20, 2024 |
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): December 18, 2024 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-38824 (Commission File Number) 83-14761 |
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| December 20, 2024 |
EX-3.1 2 tm2431543d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF CANOO INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Canoo Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: 1. Pursuant to Section 242 of the Ge |
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| December 13, 2024 |
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): December 9, 2024 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-38824 (Commission File Number) 83-147618 |
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| December 6, 2024 |
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): December 4, 2024 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 83-147618 |
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| November 27, 2024 |
COMMON STOCK PURCHASE AGREEMENT Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this “Agreement”) is dated as of November [●], 2024, between Canoo, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (including each purchaser’s successors and assigns, the “Purchaser”). Recitals Subject to the terms and conditions set forth in this Agreement an |
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| November 27, 2024 |
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): November 26, 2024 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 83-14761 |
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| November 27, 2024 |
Canoo Inc. 7,185,125 Shares Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration Statement No.333-280962 PROSPECTUS SUPPLEMENT (To Prospectus Dated July 31, 2024) Canoo Inc. 7,185,125 Shares Common Stock We are issuing 7,185,125 shares of our common stock, par value $0.0001 per share (the “Common Stock”) in payment to certain vendors for services rendered or other payment obligations over the next several fiscal |
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| November 26, 2024 |
DEFA14A 1 tm2429634d1defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as pe |
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| November 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive |
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| November 14, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3882 |
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| November 14, 2024 |
yorkvillewaiver-november |
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| November 14, 2024 |
exhibit-afvxcanooxrevolv [***] = Certain information that has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. |
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| November 13, 2024 |
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): November 13, 2024 CANOO INC. (Exact name of registrant as specified in its charter) Delaware 001-38824 83-1476189 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| November 13, 2024 |
CANOO INC. ANNOUNCES THIRD QUARTER 2024 RESULTS Exhibit 99.1 CANOO INC. ANNOUNCES THIRD QUARTER 2024 RESULTS •Quarterly revenue of $0.9 million, and year-to-date revenue of $1.50 million •Quarterly Adjusted EBITDA was $(37.7) million, an improvement of 2% versus Q3 2023 •Adjusted Net Loss Per Share was $(0.54), a 67% improvement versus $(1.71) in Q3 2023 and comparable to $(0.61) per share in Q2 2024 •Quarterly cash outflow of $31.3 million in |
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| November 5, 2024 |
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): October 30, 2024 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-38824 (Commission File Number) 83-147618 |
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| October 24, 2024 |
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): October 18, 2024 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 83-147618 |
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| October 24, 2024 |
Unsecured Grid Promissory Note, issued to AFV Management Advisors, LLC, dated October 18, 2024. Exhibit 10.1 UNSECURED GRID PROMISSORY NOTE FOR VALUE RECEIVED, Canoo Inc., a Delaware corporation (the “Maker”), hereby unconditionally promises to pay to the order of AFV Management Advisors, LLC, , a Delaware limited liability company (together with its successors and assigns, the “Lender”), in lawful money of the United States of America and in immediately available funds, EIGHT HUNDRED FIFTY |
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| October 15, 2024 |
Supplemental Agreement, dated October 11, 2024, by and between Canoo Inc. and YA II PN, Ltd. Exhibit 10.1 SUPPLEMENTAL AGREEMENT This Supplemental Agreement (this “Agreement”), dated as of October 11, 2024, is entered into by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), CANOO INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”). Capitalized terms used but not otherwise defined herein shall have the mean |
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| October 15, 2024 |
Exhibit 10.2 OMNIBUS CONSENT TO PRE-PAID ADVANCE AGREEMENTS This Omnibus Consent to Pre-Paid Advance Agreements (this “Consent” or “Agreement”) is entered into as of October 11, 2024, by and between Canoo Inc., a Delaware corporation (the “Company”), and YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), with reference to (1) that certain Pre-Paid Advance Agreement, dated Ju |
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| October 15, 2024 |
Warrant Agreement, dated October 11, 2024 Exhibit 4.1 WARRANT THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED |
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| October 15, 2024 |
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): October 11, 2024 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 83-147618 |
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| October 8, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as pe |
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| October 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| September 27, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as per |
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| September 24, 2024 |
Canoo Launches Commercial Operations and Activation Center in the United Kingdom Exhibit 99.1 Canoo Launches Commercial Operations and Activation Center in the United Kingdom · Canoo to establish first European location in Bicester Motion allowing UK customers to experience and test drive Canoo’s right-hand drive commercial electric vans · Canoo’s expansion poised to capitalize on the strong demand in the light commercial vehicle (LCV) market JUSTIN, Texas, September 24, 2024 |
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| September 24, 2024 |
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): September 24, 2024 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 83-1476 |
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| September 19, 2024 |
Exhibit 99.1 Canoo’s Oklahoma City Manufacturing Facility Achieves Final Activation as First Automotive Foreign-Trade Zone in the State of Oklahoma ● FTZ activation insulates Canoo from import tariffs and allows for deferments and exemptions as the company expands its global presence ● The approval of Canoo's FTZ allows other vendors and partners to relocate into Canoo’s user-driven site thereby b |
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| September 19, 2024 |
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): September 19, 2024 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 83-1476 |
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| September 16, 2024 |
Canoo Inc. $142,800,000 Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-264842 PROSPECTUS SUPPLEMENT (To Prospectus Dated May 19, 2022) Canoo Inc. $142,800,000 Common Stock We have entered into an Equity Distribution Agreement (the “Sales Agreement”) with Northland Securities, Inc. (the “Agent”) relating to shares of our common stock, par value $0.0001 per share (“Common Stock”), offer |
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| September 13, 2024 |
Exhibit 10.2 OMNIBUS CONSENT TO PRE-PAID ADVANCE AGREEMENTS This Omnibus Consent to Pre-Paid Advance Agreements (this “Consent” or “Agreement”) is entered into as of September 13, 2024, by and between Canoo Inc., a Delaware corporation (the “Company”), and YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), with reference to (1) that certain Pre-Paid Advance Agreement, dated |
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| September 13, 2024 |
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): September 13, 2024 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 83-1476 |
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| September 13, 2024 |
Exhibit 10.1 Execution Version Canoo Inc. EQUITY DISTRIBUTION AGREEMENT September 13, 2024 Northland Securities, Inc. 150 South Fifth Street, Suite 3300 Minneapolis, MN 55402 Ladies and Gentlemen: Canoo Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiari |
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| September 9, 2024 |
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): September 9, 2024 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 83-14761 |
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| September 9, 2024 |
Canoo Expands Presence in Oklahoma and Texas with Engineering Talent and Headquarters Relocation Exhibit 99.1 Canoo Expands Presence in Oklahoma and Texas with Engineering Talent and Headquarters Relocation Justin, TX (September 9, 2024) – Canoo Inc. (NASDAQ: GOEV), a technology equipment manufacturer specializing in electric cargo vehicles for commercial, government and fleet customers, today announced the company will migrate its engineering workforce to its two Oklahoma locations – Oklahom |
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| August 29, 2024 |
Warrant Agreement, dated August 28, 2024 Exhibit 4.1 WARRANT THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED |
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| August 29, 2024 |
Supplemental Agreement, dated August 28, 2024, by and between Canoo Inc. and YA II PN, Ltd. Exhibit 10.1 SUPPLEMENTAL AGREEMENT This Supplemental Agreement (this “Agreement”), dated as of August 28, 2024, is entered into by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), CANOO INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings set f |
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| August 29, 2024 |
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): August 28, 2024 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 83-1476189 |
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| August 29, 2024 |
Canoo Inc. $25,158,219.18 Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-280962 PROSPECTUS SUPPLEMENT (To Prospectus Dated July 31, 2024) Canoo Inc. $25,158,219.18 Common Stock We are offering $25,158,219.18 of our common stock, par value $0.0001 per share (our “Common Stock”), by this prospectus supplement and the accompanying prospectus, directly to YA II PN, Ltd., a Cayman Islands ex |
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| August 14, 2024 |
CANOO INC. ANNOUNCES SECOND QUARTER 2024 RESULTS Exhibit 99.1 CANOO INC. ANNOUNCES SECOND QUARTER 2024 RESULTS •Quarterly revenue record of $605K •Quarterly Adjusted EBITDA was $(38.6) million, an improvement of 38% versus Q2 2023, and an improvement of 20% versus Q1 2024 •Adjusted Net Loss Per Share was $(0.61), a 46% improvement from $(1.13) per share in Q1 2024 •33% or $20.7 million reduction in Operating Expenses versus Q1 2024 •Reduced tota |
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| August 14, 2024 |
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): August 14, 2024 CANOO INC. (Exact name of registrant as specified in its charter) Delaware 001-38824 83-1476189 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| August 14, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38824 CAN |
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| August 14, 2024 |
Securities Purchase Agreement, dated SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is made as of April 26, 2024 (the “Effective Date”), by and between Canoo Inc. |
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| August 14, 2024 |
and between the Company and Anthony Aquila Executive Chairman Agreement This Executive Chairman Agreement (this “Agreement”) is made as of the 12st day of August 2024 (the “Effective Date”) and is by and between Canoo Inc. |
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| August 14, 2024 |
, 2024, by and between the Company and AFV Partners SPV-11/ SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is made as of May 3, 2024 (the “Effective Date”), by and between Canoo Inc. |
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| August 2, 2024 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-280962 PROSPECTUS Canoo Inc. Common Stock Depositary Shares Preferred Stock Senior Debt Securities Subordinated Debt Securities Warrants Rights Units From time to time, we may offer and sell any combination of the securities described in this prospectus in one or more offerings. The securities we may offer may be |
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| July 30, 2024 |
Canoo Inc. 19951 Mariner Avenue Torrance, California 90503 July 29, 2024 Canoo Inc. 19951 Mariner Avenue Torrance, California 90503 July 29, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Patrick Fullem Re: Canoo Inc. Registration Statement on Form S-3 Filed July 23, 2024 File No. 333-280962 Ladies and Gentlemen: Canoo Inc. (the “Company”) hereby requests acc |
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| July 29, 2024 |
Canoo Inc. 19951 Mariner Avenue Torrance, California 90503 July 29, 2024 Canoo Inc. 19951 Mariner Avenue Torrance, California 90503 July 29, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Patrick Fullem Re: Canoo Inc. Registration Statement on Form S-3 Filed July 23, 2024 File No. 333-280962 Ladies and Gentlemen: Canoo Inc. (the “Company”) hereby requests acc |
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| July 23, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-264842 AMENDMENT NO. 1 DATED JULY 23, 2024 To Prospectus Supplement dated April 10, 2023 (To Prospectus Dated May 19, 2022) Canoo Inc. This Amendment No. 1 to Prospectus Supplement (the “Amendment”) amends our prospectus supplement dated April 10, 2023 (the “Prospectus Supplement”). This amendment should be read in conjunction with |
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| July 23, 2024 |
Canoo Inc. $15,000,000 Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-264842 PROSPECTUS SUPPLEMENT (To Prospectus Dated May 19, 2022) Canoo Inc. $15,000,000 Common Stock We are offering $15,000,000 of our common stock, par value $0.0001 per share (our “Common Stock”), by this prospectus supplement and the accompanying prospectus, directly to YA II PN, Ltd., a Cayman Islands exempt li |
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| July 23, 2024 |
Form of Subordinated Debt Indenture between the Company and one or more trustees to be named Exhibit 4.6 CANOO INC. to [TRUSTEE], Trustee INDENTURE Dated as of [ ] SUBORDINATED DEBT SECURITIES CANOO INC. Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939 Trust Indenture Act Section Indenture Section Section 3.10(a)(1) 6.09 (a)(2) 6.09 (a)(3) Not Applicable (a)(4) Not Applicable (b) 6.08 Section 3.11(a) 6.13 (b) 6 |
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| July 23, 2024 |
Form of Senior Indenture between the Company and one or more trustees to be named Exhibit 4.5 CANOO INC. to [TRUSTEE] Trustee INDENTURE Dated as of [ ] SENIOR DEBT SECURITIES CANOO INC. Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939 Trust Indenture Act Section Indenture Section Section 3.10(a)(1) 6.09 (a)(2) 6.09 (a)(3) Not Applicable (a)(4) Not Applicable (b) 6.08 Section 3.11(a) 6.13 (b) 6.13 Section 3.12 |
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| July 23, 2024 |
Calculation of Registration Fee Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Canoo Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee C |
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| July 23, 2024 |
Canoo Inc. 13,719,850 Shares of Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-280390 PROSPECTUS Canoo Inc. 13,719,850 Shares of Common Stock This prospectus relates to the offer and sale of up to 13,719,850 shares of our common stock, $0.0001 par value per share (our “Common Stock”), by YA II PN, LTD., a Cayman Islands exempt limited partnership (“YA” or the “Selling Stockholder”). YA is a fund manage |
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| July 23, 2024 |
As filed with the Securities and Exchange Commission on July 23, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 23, 2024 No. |
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| July 22, 2024 |
Pre-Paid Advance Agreement, dated July 19, 2024, by and between Canoo Inc. and YA II PN, Ltd. Exhibit 10.1 PREPAID ADVANCE AGREEMENT THIS PREPAID ADVANCE AGREEMENT (this “Agreement”) dated as of July 19, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and CANOO INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collect |
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| July 22, 2024 |
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): July 19, 2024 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 ( |
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| July 18, 2024 |
Canoo Inc. 19951 Mariner Avenue Torrance, California 90503 July 18, 2024 Canoo Inc. 19951 Mariner Avenue Torrance, California 90503 July 18, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Erin Donahue and Erin Purnell Re: Canoo Inc. Registration Statement on Form S-3, as amended Filed June 21, 2024 File No. 333-280390 Ladies and Gentlemen: Canoo Inc. (the “Co |
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| July 10, 2024 |
Canoo Inc. 19951 Mariner Avenue Torrance, California 90503 July 10, 2024 Canoo Inc. 19951 Mariner Avenue Torrance, California 90503 July 10, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Erin Donahue and Erin Purnell Re: Canoo Inc. Registration Statement on Form S-3 Filed on June 21, 2024 File No. 333-280390 Ladies and Gentlemen: Canoo Inc. (the “Company”), |
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| July 10, 2024 |
As filed with the Securities and Exchange Commission on July 10, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 10, 2024 No. |
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| July 9, 2024 |
Canoo Inc. 5,571,500 Shares of Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-280395 PROSPECTUS Canoo Inc. 5,571,500 Shares of Common Stock This prospectus relates to the offer and sale of up to 5,571,500 shares of our Common Stock, $0.0001 par value per share (our “Common Stock”), by Capital OKC Alliance II Inc., a Delaware corporation (the “Selling Stockholder”). The shares of our Common Stock bein |
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| July 3, 2024 |
Canoo Inc. 19951 Mariner Avenue Torrance, California 90503 July 3, 2024 Canoo Inc. 19951 Mariner Avenue Torrance, California 90503 July 3, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Erin Donahue Re: Canoo Inc. Registration Statement on Form S-3 Filed June 21, 2024 File No. 333-280395 Ladies and Gentlemen: Canoo Inc. (the “Company”) hereby requests accele |
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| June 21, 2024 |
As filed with the Securities and Exchange Commission on June 21, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 21, 2024 No. |
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| June 21, 2024 |
Calculation of Registration Fee. Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Canoo Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price Fee Rate Amount of |
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| June 21, 2024 |
As filed with the Securities and Exchange Commission on June 21, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 21, 2024 No. |
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| June 21, 2024 |
Calculation of Registration Fee. Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Canoo Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price Fee Rate Amount of |
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| June 13, 2024 |
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 13, 2024 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 ( |
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| June 13, 2024 |
Exhibit 10.1 PRE-PAID ADVANCE AGREEMENT THIS PRE-PAID ADVANCE AGREEMENT (this “Agreement”) dated as of June 13, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and CANOO INC., a company incorporated under the laws of the State of Delaware (the “Company”). WHEREAS, the parties desire that, upon the terms and subject to the conditions contain |
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| May 15, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38824 CA |
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| May 14, 2024 |
CANOO INC. ANNOUNCES FIRST QUARTER 2024 RESULTS Exhibit 99.1 CANOO INC. ANNOUNCES FIRST QUARTER 2024 RESULTS •Quarterly Adjusted EBITDA was $(48.3) million, an improvement of 28.0% (or $18.8 million) versus Q1 2023 and an improvement of 11.5% (or $6.3 million) versus Q4 2023 •Adjusted Net Loss Per Share was $(1.13) per share, a 34.6% Improvement from $(1.73) per share in Q4 2023 •Increased Purchases of Long Lead Time New and Like New Equipment |
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| May 14, 2024 |
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): May 14, 2024 CANOO INC. (Exact name of registrant as specified in its charter) Delaware 001-38824 82-1476189 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| May 7, 2024 |
GOEV.W / Canoo Inc. - Equity Warrant / Aquila Tony - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* Canoo Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 13803R 102 (CUSIP Number) AFV PARTNERS SPV-4 LLC 2126 HAMILTON ROAD, SUITE 260 ARGYLE, TX 76226 TELEPHONE: (940) 226-4511 (Name, Address and Telephone Number of Person Authorized to |
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| May 7, 2024 |
A. Agreement regarding filing of joint Schedule 13D. Exhibit A JOINT FILING STATEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to herein) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0. |
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| May 6, 2024 |
Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES C CUMULATIVE PERPETUAL REDEEMABLE PREFERRED STOCK, PAR VALUE $0.0001 PER SHARE, OF CANOO INC. Pursuant to Sections 151 and 103 of the General Corporation Law of the State of Delaware CANOO INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), certifies that pursuant to the authority cont |
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| May 6, 2024 |
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): May 3, 2024 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. |
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| April 16, 2024 |
GOEV.W / Canoo Inc. - Equity Warrant / Aquila Tony - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* Canoo Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 13803R 102 (CUSIP Number) AFV PARTNERS SPV-4 LLC 2126 HAMILTON ROAD, SUITE 260 ARGYLE, TX 76226 TELEPHONE: (940) 226-4511 (Name, Address and Telephone Number of Person Authorized to |
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| April 16, 2024 |
A. Agreement regarding filing of joint Schedule 13D. EX-99.A 2 tm2411938d1ex99-a.htm EXHIBIT 99.A Exhibit A JOINT FILING STATEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to herein) on behalf of each of them of a statement on Schedule 13D (including amendme |
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| April 12, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) CANOO INC. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0001 per share Rule |
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| April 12, 2024 |
As filed with the Securities and Exchange Commission on April 12, 2024 As filed with the Securities and Exchange Commission on April 12, 2024 Registration No. |
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| April 11, 2024 |
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): April 9, 2024 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 ( |
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| April 11, 2024 |
Form of Warrant (attached as Exhibit A to Exhibit 10.1). Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is made as of April 9, 2024 (the “Effective Date”), by and between Canoo Inc., a Delaware corporation (the “Company”), and the purchaser(s) listed on the signature page(s) hereto (each a “Purchaser,” and together the “Purchasers”). WHEREAS, the Company desires to issue, sell and deliver an aggregate of |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38824 CANOO INC. (Exact name of registrant as s |
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| April 1, 2024 |
Exhibit 97.1 CANOO INC. CLAWBACK POLICY PURPOSE Canoo Inc., a Delaware corporation (the “Company”), believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s Board of Directors (the “Board”) has therefore adop |
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| April 1, 2024 |
Exhibit 19.1 Insider Trading Policy Policy Principles •Employees, directors, other applicable members of management and designated consultants (each a “Covered Person,” and collectively, “Covered Persons”) of Canoo Inc. and its subsidiaries (together, the “Company”) are responsible for understanding the obligations that come with having access to material nonpublic information and wanting to trans |
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| April 1, 2024 |
Exhibit 21.1 Legal Name Jurisdiction of Organization Canoo Technologies Inc. Delaware EV US Holdco Inc. Delaware EV Global Holdco LLC Delaware Canoo Sales, LLC Delaware Canoo Manufacturing, LLC Delaware EV Global Ltd. Cayman Islands EVelozcity Hong Kong Ltd. Hong Kong EVelozcity (Shanghai) Automobile Co. Ltd People’s Republic of China Canoo Nederland B.V. The Netherlands |
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| April 1, 2024 |
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): April 1, 2024 CANOO INC. (Exact name of registrant as specified in its charter) Delaware 001-38824 82-1476189 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| April 1, 2024 |
CANOO INC. ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2023 FINANCIAL RESULTS Exhibit 99.1 CANOO INC. ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2023 FINANCIAL RESULTS •45% or $184.2 million Annual Adjusted EBITDA Improvement from $(408.6) million in 2022 to $(224.4) million in 2023 •40% or $11.9 million Reduction in Capital Expenditures versus already reduced 2023 Second-Half Guidance •Secured USPS Agreement to Purchase Right Hand Drive LDV 190s •Started Commercial Fleet Cus |
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| March 15, 2024 |
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): March 15, 2024 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 |
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| March 15, 2024 |
Canoo Inc. $62,032,000 Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-266666 PROSPECTUS SUPPLEMENT (To Prospectus Dated August 18, 2022) Canoo Inc. $62,032,000 Common Stock We are offering $62,032,000 of our common stock, par value $0.0001 per share (our “Common Stock”), by this prospectus supplement and the accompanying prospectus, directly to YA II PN, Ltd., a Cayman Islands exempt limited p |
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| March 14, 2024 |
Exhibit 10.2 WARRANT CANCELLATION AND EXCHANGE AGREEMENT This WARRANT CANCELLATION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of March 12, 2024, by and between Canoo Inc., a Delaware corporation (the “Company”), and YA II PN, Ltd. (“Warrant Holder”). WHEREAS, pursuant to that certain (i) Warrant Agreement, dated January 31, 2024, by and between the Company and Warrant Holder and (ii) War |
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| March 14, 2024 |
Form of Warrant (attached as Exhibit A to Exhibit 10.2). Exhibit 4.1 WARRANT THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED |
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| March 14, 2024 |
Supplemental Agreement, dated March 12, 2024, by and between Canoo Inc. and YA II PN, Ltd. Exhibit 10.1 SUPPLEMENTAL AGREEMENT This Supplemental Agreement (this “Agreement”), dated as of March 12, 2024, is entered into by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), CANOO INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings se |
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| March 14, 2024 |
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): March 12, 2024 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 |
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| March 8, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CANOO INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Canoo Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: 1. Pursuant to Section 242 of the General Corporat |
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| March 8, 2024 |
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): March 7, 2024 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 ( |
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| February 29, 2024 |
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): February 29, 2024 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 82-14761 |
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| February 13, 2024 |
GOEV / Canoo Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Canoo Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 13803R102 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ |
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| February 13, 2024 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the equity securities of Canoo Inc is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended |
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| February 13, 2024 |
GOEV / Canoo Inc. / YA II PN, Ltd. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to SCHEDULE 13G Under the Securities Exchange Act of 1934 Canoo Inc. (Name of Issuer) Common Shares, with a nominal value $0.0001 per share (Title of Class of Securities) 13803R102 (CUSIP Number) December 31, 2023 (Date of Event, which Requires Filing of this Statement) Check the appropriate box to designate th |
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| February 9, 2024 |
Canoo Inc. $20,000,000 Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-266666 PROSPECTUS SUPPLEMENT (To Prospectus Dated August 18, 2022) Canoo Inc. $20,000,000 Common Stock We are offering $20,000,000 of our common stock, par value $0.0001 per share (our “Common Stock”), by this prospectus supplement and the accompanying prospectus, directly to YA II PN, Ltd., a Cayman Islands exempt limited p |
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| February 9, 2024 |
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): February 9, 2024 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 82-147618 |
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| February 7, 2024 |
Exhibit 99.1 Canoo Appoints Former NASA Chief Technology Officer Deborah Diaz and Veteran EV Transportation Leader James Chen to Board of Directors JUSTIN, Texas – February 7, 2024 – Canoo Inc. (NASDAQ: GOEV), an advancing high-tech mobility company, today announced appointments of two leaders in electric mobility, public policy, clean energy, technology, and cybersecurity to the company’s Board o |
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| February 7, 2024 |
Exhibit 10.2 Separation, Consulting and General Release Agreement This Separation, Consulting and General Release Agreement (this “Agreement”) is made as of this 1st day of February, 2024, by and between Canoo Inc. (the “Company”), and Kenneth Manget (“Executive,” and together with the Company, the “Parties”). WHEREAS, the Parties entered into an employment offer letter dated January 25, 2023 and |
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| February 7, 2024 |
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): February 1, 2024 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 82-147618 |
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| February 7, 2024 |
Exhibit 10.1 Separation, Consulting and General Release Agreement This Separation, Consulting and General Release Agreement (this “Agreement”) is made as of this 5th day of February, 2024, by and between Canoo Inc. (the “Company”), and Josette Sheeran (“Executive,” and together with the Company, the “Parties”). WHEREAS, the Parties entered into an employment offer letter dated July 22, 2021 (the “ |
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| January 31, 2024 |
Supplemental Agreement, dated January 31, 2024, by and between Canoo Inc. and YA II PN, Ltd. Exhibit 10.1 SUPPLEMENTAL AGREEMENT This Supplemental Agreement (this “Agreement”), dated as of January 31, 2024, is entered into by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), CANOO INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings |
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| January 31, 2024 |
Exhibit 10.2 WARRANT CANCELLATION AND EXCHANGE AGREEMENT This WARRANT CANCELLATION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of January 31, 2024, by and between Canoo Inc., a Delaware corporation (the “Company”), and YA II PN, Ltd. (“Warrant Holder”). WHEREAS, pursuant to that certain (i) Warrant Agreement, dated June 30, 2023, by and between the Company and Warrant Holder, (ii) Warrant |
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| January 31, 2024 |
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 31, 2024 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 82-147618 |
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| January 19, 2024 |
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 19, 2024 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 82-147618 |
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| January 19, 2024 |
Canoo Inc. $15,957,447 Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-266666 PROSPECTUS SUPPLEMENT (To Prospectus Dated August 18, 2022) Canoo Inc. $15,957,447 Common Stock We are offering $15,957,447 of our common stock, par value $0.0001 per share (our “Common Stock”), by this prospectus supplement and the accompanying prospectus, directly to YA II PN, Ltd., a Cayman Islands exempt limited p |
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| January 19, 2024 |
Canoo Inc. $17,500,000 Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-266666 PROSPECTUS SUPPLEMENT (To Prospectus Dated August 18, 2022) Canoo Inc. $17,500,000 Common Stock We are offering $17,500,000 of our common stock, par value $0.0001 per share (our “Common Stock”), by this prospectus supplement and the accompanying prospectus, directly to YA II PN, Ltd., a Cayman Islands exempt limited p |
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| January 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ |
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| January 18, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by |
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| January 12, 2024 |
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 11, 2024 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 82-147618 |
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| January 12, 2024 |
Supplemental Agreement, dated January 11, 2024, by and between Canoo Inc. and YA II PN, Ltd. Exhibit 10.1 SUPPLEMENTAL AGREEMENT This Supplemental Agreement (this “Agreement”), dated as of January 11, 2024, is entered into by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), CANOO INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings |
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| January 8, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by |
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| January 5, 2024 |
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): December 31, 2023 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 82-14761 |
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| January 2, 2024 |
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): December 29, 2023 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 82-14761 |
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| December 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Prox |
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| December 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Stat |
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| December 20, 2023 |
Supplemental Agreement, dated December 20, 2023, by and between Canoo Inc. and YA II PN, Ltd. Exhibit 10.1 SUPPLEMENTAL AGREEMENT This Supplemental Agreement (this “Agreement”), dated as of December 20, 2023, is entered into by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), CANOO INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings |
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| December 20, 2023 |
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): December 20, 2023 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 82-14761 |
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| December 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant x Filed by a party other than the registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive |
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| December 1, 2023 |
Canoo Inc. $21,276,600 Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-266666 PROSPECTUS SUPPLEMENT (To Prospectus Dated August 18, 2022) Canoo Inc. $21,276,600 Common Stock We are offering $21,276,600 of our common stock, par value $0.0001 per share (our “Common Stock”), by this prospectus supplement and the accompanying prospectus, directly to YA II PN, Ltd., a Cayman Islands exempt limited |
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| December 1, 2023 |
Financial Statements and Exhibits, Other Events 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): December 1, 2023 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 82-147618 |
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| November 22, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): November 21, 2023 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 82-14761 |
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| November 22, 2023 |
Supplemental Agreement, dated November 21, 2023, by and between Canoo Inc. and YA II PN, Ltd. Exhibit 10.1 SUPPLEMENTAL AGREEMENT This Supplemental Agreement (this “Agreement”), dated as of November 21, 2023, is entered into by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), CANOO INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings |
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| November 14, 2023 |
CANOO INC. ANNOUNCES THIRD QUARTER 2023 RESULTS Exhibit 99.1 CANOO INC. ANNOUNCES THIRD QUARTER 2023 RESULTS •Accelerating revenue generation phase •Delivering first units to state of Oklahoma as part of up to 1,000-unit agreement •Commissioned ladder frame and battery lines •LDV 190 undergoing customer evaluation and testing •Announced the American Bulldog, builds upon rapid product development and real-world testing Justin, TX (November 14, 2 |
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| November 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3882 |
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| November 14, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 14, 2023 CANOO INC. (Exact name of registrant as specified in its charter) Delaware 001-38824 82-1476189 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ |
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| November 6, 2023 |
Canoo Inc. 267,632,968 Shares of Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-275145 PROSPECTUS Canoo Inc. 267,632,968 Shares of Common Stock This prospectus relates to the offer and sale of up to 267,632,968 shares of our Common Stock, $0.0001 par value per share (our “Common Stock”), by YA II PN, LTD., a Cayman Islands exempt limited partnership (“YA” or the “Selling Stockholder”). YA is a fund mana |
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| November 6, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by |
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| November 2, 2023 |
Canoo Inc. 19951 Mariner Avenue Torrance, California 90503 November 2, 2023 Canoo Inc. 19951 Mariner Avenue Torrance, California 90503 November 2, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Bradley Ecker Re: Canoo Inc. Registration Statement on Form S-3 Filed October 24, 2023 File No. 333-275145 Ladies and Gentlemen: Canoo Inc. (the “Company”) hereby request |
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| October 27, 2023 |
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): October 25, 2023 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 82-147618 |
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| October 24, 2023 |
Calculation of Registration Fee. Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Canoo Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price Fee Rate Amount of |
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| October 24, 2023 |
As filed with the Securities and Exchange Commission on October 24, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 24, 2023 No. |
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| October 24, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) CANOO INC. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0001 per share Rule |
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| October 24, 2023 |
As filed with the Securities and Exchange Commission on October 24, 2023. As filed with the Securities and Exchange Commission on October 24, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Canoo Inc. (Exact name of registrant as specified in its charter) Delaware 83-1476189 (State or other jurisdiction of incorporation or organization) (IRS Employer Iden |
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| October 12, 2023 |
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): October 12, 2023 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 82-147618 |
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| October 12, 2023 |
Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES B CUMULATIVE PERPETUAL REDEEMABLE PREFERRED STOCK, PAR VALUE $0.0001 PER SHARE, OF CANOO INC. Pursuant to Sections 151 and 103 of the General Corporation Law of the State of Delaware CANOO INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), certifies that pursuant to the authority contained in its Cert |
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| October 10, 2023 |
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): October 9, 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 |
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| October 6, 2023 |
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): October 5, 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 |
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| October 6, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CANOO INC. * * * * Adopted in accordance with the provisions of §242 of the General Corporation Law of the State of Delaware * * * * The undersigned, being an authorized officer of Canoo Inc., a corporation duly organized and existing under and by virtue of the laws of the State of Delaware (the |
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| October 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi |
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| October 2, 2023 |
Exhibit 99.1 Canoo has entered into a $45 million Convertible Preferred Stock purchase agreement by a foreign strategic institutional investor with the potential for upsizing to $150 million Justin, TX – (October 2, 2023) – Canoo (NASDAQ: GOEV), a leading high-tech advanced mobility company, announced today that it has entered into a purchase agreement with a foreign strategic institutional invest |
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| October 2, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is made as of [ ], 2023 (the “Effective Date”), by and between Canoo Inc., a Delaware corporation (the “Company”), and the purchaser(s) listed on the signature page(s) hereto (each a “Purchaser,” and together the “Purchasers”). WHEREAS, the Company desires to issue, sell and deliver an aggregate of $[ |
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| October 2, 2023 |
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): September 29, 2023 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 82-1476 |
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| September 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi |
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| September 26, 2023 |
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): September 26, 2023 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 82-1476 |
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| September 26, 2023 |
Form of Convertible Debenture (attached as Exhibit A to Exhibit 10.1). Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 26, 2023, is between CANOO, INC., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 19951 Mariner Avenue, Torrance, California 90503 (the “Company”), and each of the investors listed on the Schedule of Buyers attached as S |
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| September 26, 2023 |
Registration Rights Agreement. Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 26, 2023 by and among CANOO, INC., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 19951 Mariner Avenue, Torrance, California 90503 (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “In |
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| September 26, 2023 |
Exhibit 99.1 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of September 26, 2023, is entered into by and between the undersigned stockholder (the “Stockholder”) of Canoo Inc., a Delaware corporation (the “Company”), and the Company. The Company and the Stockholder are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.” RECITALS A. |
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| September 15, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): September 14, 2023 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 82-1476 |
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| September 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi |
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| September 13, 2023 |
Canoo Inc. $12,500,000 Common Stock TABLE OF CONTENTS Filed Pursuant to Rule424(b)(5) Registration No. 333-266666 PROSPECTUS SUPPLEMENT (To Prospectus Dated August 18, 2022) Canoo Inc. $12,500,000 Common Stock We are offering $12,500,000 of our common stock, par value $0.0001 per share (our “Common Stock”), by this prospectus supplement and the accompanying prospectus, directly to YA II PN, Ltd., a Cayman Islands exempt limited pa |
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| September 13, 2023 |
Supplemental Agreement, dated September 11, 2023, by and between Canoo Inc. and YA II PN, Ltd. Exhibit 10.1 SUPPLEMENTAL AGREEMENT This Supplemental Agreement (the “Agreement”), dated as of September 11, 2023, is entered into by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), CANOO INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings |
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| September 13, 2023 |
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): September 11, 2023 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 82-1476 |
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| August 31, 2023 |
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): August 26, 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 nu |
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| August 31, 2023 |
Canoo Names Ethridge Chief Financial Officer Exhibit 99.1 For immediate release: Canoo Names Ethridge Chief Financial Officer Justin, TX – (August 28, 2023) – Canoo (NASDAQ: GOEV), a leading high-tech advanced mobility company, announced it has named current Board Member Greg Ethridge as Chief Financial Officer, succeeding Ken Manget. Ethridge will report to Canoo Chairman and CEO, Tony Aquila. This move is effective immediately, and Ethridg |
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| August 31, 2023 |
Exhibit 10.1 CANOO.COM – 15520 TX 114 SUITE 2C JUSTIN, TX 76247 August 27, 2023 Greg Ethridge Re: Offer of Employment Dear Greg: Canoo Inc. (the “Company” or “Canoo”) is pleased to extend this offer of employment to you (“you”) for the full-time position of Chief Financial Officer, on the terms and conditions set forth in this letter. Canoo strives to hire only the best and the brightest talent in |
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| August 17, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| August 15, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul |
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| August 15, 2023 |
Canoo Inc. 149,637,448 Shares of Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-273730 PROSPECTUS Canoo Inc. 149,637,448 Shares of Common Stock This prospectus relates to the offer and sale of up to 149,637,448 shares of our Common Stock, $0.0001 par value per share (our “Common Stock”), by YA II PN, LTD., a Cayman Islands exempt limited partnership (“YA” or the “Selling Stockholder”). YA is a fund mana |
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| August 14, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 CANOO INC. (Exact name of registrant as specified in its charter) Delaware 001-38824 82-1476189 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| August 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38824 CAN |
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| August 14, 2023 |
CANOO INC. ANNOUNCES SECOND QUARTER 2023 RESULTS Exhibit 99.1 CANOO INC. ANNOUNCES SECOND QUARTER 2023 RESULTS •SEC matter is settled •Introduced a derivative of the Lifestyle Delivery Vehicle (LDV), the LDV 190 •Achieved installed manufacturing capacity at Oklahoma City and Pryor, Oklahoma locations •Generated first revenues from vehicle deliveries and government contract •Closed on Fortune 100 customer agreement to purchase vehicles for nation |
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| August 14, 2023 |
CANOO INC. ANNOUNCES SECOND QUARTER 2023 RESULTS Exhibit 99.1 CANOO INC. ANNOUNCES SECOND QUARTER 2023 RESULTS •SEC matter is settled •Introduced a derivative of the Lifestyle Delivery Vehicle (LDV), the LDV 190 •Achieved installed manufacturing capacity at Oklahoma City and Pryor, Oklahoma locations •Generated first revenues from vehicle deliveries and government contract •Closed on Fortune 100 customer agreement to purchase vehicles for nation |
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| August 14, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 14, 2023 CANOO INC. (Exact name of registrant as specified in its charter) Delaware 001-38824 82-1476189 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| August 11, 2023 |
Canoo Inc. 19951 Mariner Avenue Torrance, California 90503 August 11, 2023 Canoo Inc. 19951 Mariner Avenue Torrance, California 90503 August 11, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Patrick Fullem Re: Canoo Inc. Registration Statement on Form S-3 Filed August 4, 2023 File No. 333-273730 Ladies and Gentlemen: Canoo Inc. (the “Company”) hereby requests |
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| August 4, 2023 |
Registration Rights Agreement. Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 2, 2023 by and among CANOO, INC., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 19951 Mariner Avenue, Torrance, California 90503 (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Invest |
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| August 4, 2023 |
Calculation of Registration Fee. Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Canoo Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price Fee Rate Amount of |
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| August 4, 2023 |
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): August 2, 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 |
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| August 4, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 2, 2023, is between CANOO, INC., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 19951 Mariner Avenue, Torrance, California 90503 (the “Company”), and each of the investors listed on the Schedule of Buyers attached as Sched |
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| August 4, 2023 |
Exhibit 99.1 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of August 2, 2023, is entered into by and between the undersigned stockholder (the “Stockholder”) of Canoo Inc., a Delaware corporation (the “Company”), and the Company. The Company and the Stockholder are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.” RECITALS A. |
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| August 4, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| August 4, 2023 |
As filed with the Securities and Exchange Commission on August 4, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 4, 2023 No. |
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| July 7, 2023 |
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 30, 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 ( |
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| July 7, 2023 |
B. Power of Attorney (AFV-10/A). Exhibit B POWER OF ATTORNEY Date: July 7, 2023 Know all by these presents, that the undersigned hereby constitutes and appoints Hector Ruiz, with full power of substitution, the undersigned’s true and lawful attorney-in-fact to: 1. |
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| July 7, 2023 |
C. Power of Attorney (AFV-10/B). Exhibit C POWER OF ATTORNEY Date: July 7, 2023 Know all by these presents, that the undersigned hereby constitutes and appoints Hector Ruiz with full power of substitution, the undersigned’s true and lawful attorney-in-fact to: 1. |
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| July 7, 2023 |
A. Agreement regarding filing of joint Schedule 13D. Exhibit A JOINT FILING STATEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to herein) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0. |
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| July 7, 2023 |
D. Form of Yorkville Voting Agreement. Exhibit D VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of June 30, 2023, is entered into by and between the undersigned stockholder (the “Stockholder”) of Canoo Inc. |
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| July 7, 2023 |
Exhibit 99.1 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of June 30, 2023, is entered into by and between the undersigned stockholder (the “Stockholder”) of Canoo Inc., a Delaware corporation (the “Company”), and the Company. The Company and the Stockholder are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.” RECITALS A. |
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| July 7, 2023 |
Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 30, 2023 by and among CANOO, INC., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 19951 Mariner Avenue, Torrance, California 90503 (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investo |
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| July 7, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 30, 2023, is between CANOO, INC., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 19951 Mariner Avenue, Torrance, California 90503 (the “Company”), and each of the investors listed on the Schedule of Buyers attached as Schedu |
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| July 7, 2023 |
GOEV / Canoo Inc - Class A / Aquila Tony - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Canoo Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 13803R 102 (CUSIP Number) AFV PARTNERS SPV-4 LLC 2126 HAMILTON ROAD, SUITE 260 ARGYLE, TX 76226 TELEPHONE: (940) 226-4511 (Name, Address and Telephone Number of Person Authorized to |
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| June 28, 2023 |
Exhibit B POWER OF ATTORNEY Date: June 28, 2023 Know all by these presents, that the undersigned hereby constitutes and appoints Hector Ruiz, with full power of substitution, the undersigned’s true and lawful attorney-in-fact to: 1. |
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| June 28, 2023 |
Form of Warrant (incorporated by reference into Exhibit C hereto). Exhibit C COMMON STOCK AND COMMON WARRANT SUBSCRIPTION AGREEMENT This Common Stock and Common Warrant Subscription Agreement (this “Agreement”) is made as of June 22, 2023 (the “Effective Date”), by and between Canoo Inc. |
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| June 28, 2023 |
Exhibit 10.1 COMMON STOCK AND COMMON WARRANT SUBSCRIPTION AGREEMENT This Common Stock and Common Warrant Subscription Agreement (this “Agreement”) is made as of June 22, 2023 (the “Effective Date”), by and between Canoo Inc., a Delaware corporation (the “Company”), and the purchaser(s) listed on the signature page(s) hereto (each a “Purchaser,” and together the “Purchasers”). WHEREAS, the Company |
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| June 28, 2023 |
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 ( |
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| June 28, 2023 |
GOEV / Canoo Inc - Class A / Aquila Tony - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Canoo Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 13803R 102 (CUSIP Number) AFV PARTNERS SPV-4 LLC 2126 HAMILTON ROAD, SUITE 260 ARGYLE, TX 76226 TELEPHONE: (940) 226-4511 (Name, Address and Telephone Number of Person Authorized to |
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| June 28, 2023 |
Agreement regarding filing of joint Schedule 13D. Exhibit A JOINT FILING STATEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to herein) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0. |
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| June 1, 2023 |
Exhibit A JOINT FILING STATEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to herein) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0. |
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| June 1, 2023 |
GOEV / Canoo Inc - Class A / DD Global Holdings Ltd - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| May 15, 2023 |
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): May 15, 2023 CANOO INC. (Exact name of registrant as specified in its charter) Delaware 001-38824 82-1476189 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| May 15, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38824 CA |
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| May 15, 2023 |
CANOO INC. ANNOUNCES FIRST QUARTER 2023 RESULTS Exhibit 99.1 CANOO INC. ANNOUNCES FIRST QUARTER 2023 RESULTS •Our LDV vehicle is eligible for the full IRA commercial tax credit of $7,500 in 2023 •25% reduction in annual operating expenses compared to last fiscal year •Secured favorable long-term lease for Oklahoma City manufacturing facility •Focused on exiting 2023 at a 20K run-rate, which opens the ability for us to move to 40k run-rate by 20 |
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| April 25, 2023 |
Exhibit 4.1 CANOO, INC. Convertible Debenture Principal Amount: $48,000,000 Debenture Issuance Date: April 24, 2023 Debenture Number: GOEV-1 FOR VALUE RECEIVED, CANOO, INC., an entity organized under the laws of the State of Delaware (the "Company"), hereby promises to pay to the order of YA II PN, Ltd., or its registered assigns (the "Holder") the amount set out above as the principal amount (as |
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| April 25, 2023 |
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): April 24, 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 |
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| April 25, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-266666 PROSPECTUS SUPPLEMENT (To Prospectus dated August 18, 2022) $48,000,000 Convertible Debentures due 2024 Shares of Common Stock underlying the Convertible Debentures We are offering $48,000,000 aggregate principal amount of our convertible debentures due 2024 (the “Debentures”), which Debentures are convertible into sh |
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| April 25, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 24, 2023, is between CANOO, INC., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 19951 Mariner Avenue, Torrance, California 90503 (the “Company”), and each of the investors listed on the Schedule of Buyers attached as Sched |
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| April 21, 2023 |
Canoo Inc. 34,230,870 Shares of Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-269695 PROSPECTUS Canoo Inc. 34,230,870 Shares of Common Stock This prospectus relates to the resale of up to 34,230,870 shares of our common stock, $0.0001 par value per share (our “Common Stock”), by YA II PN, LTD., a Cayman Islands exempt limited partnership (“YA” or the “Selling Stockholder”). YA is a fund managed by Yor |
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| April 20, 2023 |
Canoo Inc. 19951 Mariner Avenue Torrance, California 90503 April 20, 2023 Canoo Inc. 19951 Mariner Avenue Torrance, California 90503 April 20, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Bradley Ecker Re: Canoo Inc. Registration Statement on Form S-3 Filed February 10, 2023 and amended April 10, 2023 File No. 333-269695 Ladies and Gentlemen: Canoo Inc. (the |
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| April 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38824 CANOO INC. (Exact name of registrant as |
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| April 10, 2023 |
Exhibit 10.1 LEASE AGREEMENT between I-40 OKC PARTNERS LLC Landlord and CANOO INC. Tenant Dated as of: April 7, 2023 9528 W I-40 Service Road Oklahoma City, Oklahoma TABLE OF CONTENTS Page 1. Reference Data and Definitions 1 2. Granting Clause 3 3. Condition of Premises 4 4. Use 5 5. Rent Payments 6 6. Security Deposit 8 7. Operating Expense Payments 9 8. Utilities 12 9. Taxes 12 10. Insurance 13 |
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| April 10, 2023 |
Canoo Secures Oklahoma City Manufacturing Facility Exhibit 99.1 Canoo Secures Oklahoma City Manufacturing Facility Justin, TX – (April 10, 2023) Canoo Inc. (NASDAQ: GOEV), a high-tech advanced mobility company has entered into a long-term lease agreement with an affiliate of AFV Partners, a related party, for its recently announced Vehicle Manufacturing Facility in Oklahoma City. Canoo will initially occupy close to 500,000 square feet, with the a |
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| April 10, 2023 |
TABLE OF CONTENTS Filed pursuant to Rule 424(b)(5) Registration No. 333-264842 PROSPECTUS SUPPLEMENT (To Prospectus Dated May 19, 2022) Canoo Inc. $200,000,000 Common Stock We are party to an Equity Distribution Agreement (as supplemented by side letters entered into on August 8, 2022 and on October 5, 2022, and as subsequently amended, restated or otherwise modified, the “Sales Agreement”) wi |
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| April 10, 2023 |
As filed with the Securities and Exchange Commission on April 10, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 10, 2023 No. |
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| April 10, 2023 |
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): April 7, 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 numb |
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| March 31, 2023 |
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): March 27, 2023 CANOO INC. (Exact name of registrant as specified in its charter) Delaware 001-38824 82-1476189 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38824 CANOO INC. (Exact name of registrant as s |
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| March 30, 2023 |
Exhibit 10.40 Amendment to Sales Agreement This Amendment to Sales Agreement (this “Amendment”) is made and entered into as of March 1st, 2023 (the “Amendment Effective Date”), by and among Panasonic Industrial Devices Sales Company of America, Division of Panasonic Corporation of North America, a corporation duly organized and existing under the laws of the State of Delaware, USA, having a regist |
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| March 30, 2023 |
CANOO INC. ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2022 FINANCIAL RESULTS Exhibit 99.1 CANOO INC. ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2022 FINANCIAL RESULTS •SEC Investigation Resolved with the Staff Concluding in a $1.5M Payment •Contract Awarded: Department of Defense Selected Canoo for Battery Module Testing and Demonstration •First Order Fulfilled: LTV Delivered to US Army •Phase 1 SOP Michigan Completed •Phase 2 SOP Kicked-off In Pryor and Oklahoma City Justin |
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| March 30, 2023 |
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): March 30, 2023 CANOO INC. (Exact name of registrant as specified in its charter) Delaware 001-38824 82-1476189 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| March 30, 2023 |
Exhibit 21.1 Legal Name Jurisdiction of Organization Canoo Technologies Inc. Delaware EV US Holdco Inc. Delaware EV Global Holdco LLC Delaware Canoo Sales, LLC Delaware Canoo Manufacturing, LLC Delaware EV Global Ltd. Cayman Islands EVelozcity Hong Kong Ltd. Hong Kong EVelozcity (Shanghai) Automobile Co. Ltd People’s Republic of China Canoo Nederland B.V. The Netherlands |
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| February 28, 2023 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit 99.1 GRANTED IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE CANOO INC. C.A. No. 2023-0152-LWW [PROPOSED] FINAL ORDER AND JUDGMENT WHEREAS, this Court having reviewed the Verified Petition for Relief Pursuant to 8 Del. C. § 205 (the “Petition”) filed by petitioner Canoo Inc., the Court having considered the factors in 8 Del. C. § 205(d), and for good cause having been shown, IT IS |
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| February 28, 2023 |
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): February 27, 2023 CANOO INC. (Exact name of registrant as specified in its charter) Delaware 001-38824 82-1476189 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| February 14, 2023 |
Exhibit 99.1 Exhibit A AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HENNESSY CAPITAL ACQUISITION CORP. IV February 28, 2019 Hennessy Capital Acquisition Corp. IV, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Hennessy Capital Acquisition Corp. IV”. The original certificate |
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| February 14, 2023 |
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): February 3, 2023 CANOO INC. (Exact name of registrant as specified in its charter) Delaware 001-38824 82-1476189 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| February 10, 2023 |
Calculation of Registration Fee Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Canoo Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price Fee Rate Amount of |
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| February 10, 2023 |
As filed with the Securities and Exchange Commission on February 10, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 10, 2023 No. |
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| February 9, 2023 |
GOEV / Canoo Inc. Class A / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Canoo Inc. Title of Class of Securities: Common Stock CUSIP Number: 13803R102 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-1(c |
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| February 7, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-266666 PROSPECTUS SUPPLEMENT (To Prospectus dated August 18, 2022) 50,000,000 Shares of Common Stock Common Warrants to Purchase 50,000,000 Shares of Common Stock Placement Agent Warrants to Purchase 2,000,000 Shares of Common Stock Up to 52,000,000 Shares of Common Stock underlying such Common Warrants and Placement Agent W |
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| February 6, 2023 |
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): February 5, 2023 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 82-147618 |
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| February 6, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 5, 2023, between Canoo, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth |
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| February 6, 2023 |
Exhibit 4.1 WARRANT TO PURCHASE SHARES OF COMMON STOCK CANOO INC. Warrant Shares: Original Issuance Date: February 8, 2023 Initial Exercise Date: August 8, 2023 THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set for |
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| February 6, 2023 |
Exhibit 4.2 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE INITIAL EXERCIS |
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| February 6, 2023 |
A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 Exhibit 99.1 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 February 5, 2023 Canoo Inc. 19951 Mariner Avenue Torrance, California 90503 Attn: Anthony Aquila Re: Placement Agency Agreement Dear Mr. Aquila: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the sole placement agent (“A.G.P.”) ( |
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| February 6, 2023 |
Canoo Inc. Announces $52.5 Million Registered Direct Offering Exhibit 99.2 Canoo Inc. Announces $52.5 Million Registered Direct Offering JUSTIN, Texas, Feb. 6, 2023 /PRNewswire/ - Canoo Inc. (Nasdaq: GOEV) (the “Company” or “Canoo”), a high-tech advanced mobility company, announced today that it has entered into definitive agreements with certain institutional investors for the purchase and sale of 50,000,000 shares of the Company’s common stock together wit |
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| February 3, 2023 |
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): February 3, 2023 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 82-147618 |
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| January 27, 2023 |
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 26, 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 n |
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| January 27, 2023 |
Exhibit 10.1 C A N O O . C O M 15520 T X 1 1 4 S U I T E 2 C JUSTIN, T X 7 6 2 4 7 January 25, 2023 Ken Manget Re: Offer of Employment Dear Ken: Canoo Inc. (the “Company” or “Canoo”) is pleased to extend this offer of employment to you (“you”) for the full-time position of Chief Financial Officer, on the terms and conditions set forth in this letter. Canoo strives to hire only the best and the bri |
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| January 27, 2023 |
Canoo Appoints Ken Manget Chief Financial Officer Exhibit 99.1 Canoo Appoints Ken Manget Chief Financial Officer JUSTIN, Texas, (January 26, 2023) – Canoo Inc. (Nasdaq: GOEV), a high-tech advanced mobility company, today named Ken Manget, Chief Financial Officer. Reporting directly to Canoo Chairman and CEO, Tony Aquila, Manget will be responsible for Capital Markets, Investor Relations, Accounting & Financial Reporting. Ramesh Murthy, who served |
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| January 25, 2023 |
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 n |
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| January 25, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CANOO INC. * * * * Adopted in accordance with the provisions of §242 of the General Corporation Law of the State of Delaware * * * * The undersigned, being an authorized officer of Canoo Inc., a corporation duly organized and existing under and by virtue of the laws of the State of Delaware (the |
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| January 20, 2023 |
Canoo Inc. $39,365,500 Common Stock TABLE OF CONTENTS Filed pursuant to Rule 424(b)(5) Registration No. 333-266666 PROSPECTUS SUPPLEMENT (To Prospectus Dated August 18, 2022) Canoo Inc. $39,365,500 Common Stock We are offering $39,365,500 of our common stock, par value $0.0001 per share (our “Common Stock”), by this prospectus supplement and the accompanying prospectus, directly to YA II PN, Ltd., a Cayman Islands exempt limited p |
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| January 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi |
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| January 9, 2023 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the equity securities of Canoo Inc is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended |
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| January 9, 2023 |
GOEV / Canoo Inc. Class A / YA II PN, Ltd. - SCHEDULE 13G/A Passive Investment Page 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to SCHEDULE 13G Under the Securities Exchange Act of 1934 Canoo Inc. (Name of Issuer) Common Shares, with a nominal value $0.0001 per share (Title of Class of Securities) 13803R102 (CUSIP Number) December 31, 2022 (Date of Event, which Requires Filing of this Statement) Check the appropriate box to desig |
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| January 6, 2023 |
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): December 31, 2022 CANOO INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38824 (Commission File Number) 82-14761 |
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| January 6, 2023 |
Exhibit 10.2 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED OR OMITTED. WARRANT THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES |
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| January 6, 2023 |
EX-10.1 2 tm232411d2ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SUPPLEMENTAL AGREEMENT This Supplemental Agreement (the “Agreement”), dated as of December 31, 2022, is entered into by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), CANOO INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”). Capitalized terms not other |
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| January 6, 2023 |
Exhibit 99.1 FORM OF VOTING AGREEMENT This VOTING AGREEMENT (this ?Agreement?), dated as of [], is entered into by and between the undersigned stockholder (the ?Stockholder?) of Canoo Inc., a Delaware corporation (the ?Company?), and the Company. The Company and the Stockholder are each sometimes referred to herein individually as a ?Party? and collectively as the ?Parties.? RECITALS A.??????????? |
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| January 6, 2023 |
EX-99.A 2 tm232495d1ex99-a.htm EXHIBIT 99.A Exhibit A FORM OF VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of [], is entered into by and between the undersigned stockholder (the “Stockholder”) of Canoo Inc., a Delaware corporation (the “Company”), and the Company. The Company and the Stockholder are each sometimes referred to herein individually as a “Party” and collectively |
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| January 6, 2023 |
GOEV / Canoo Inc. Class A / Aquila Tony - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Canoo Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 13803R 102 (CUSIP Number) AFV PARTNERS SPV-4 LLC 2126 HAMILTON ROAD, SUITE 260 ARGYLE, TX 76226 TELEPHONE: (940) 226-4511 (Name, Address and Telephone Number of Person Authorized to |
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| December 7, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul |
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| November 25, 2022 |
Canoo Inc. $21,300,000 Common Stock TABLE OF CONTENTS Filed pursuant to Rule 424(b)(5) Registration No. 333-266666 PROSPECTUS SUPPLEMENT (To Prospectus Dated August 18, 2022) Canoo Inc. $21,300,000 Common Stock We are offering $21,300,000 of our common stock, par value $0.0001 per share (our “Common Stock”), by this prospectus supplement and the accompanying prospectus, directly to YA II PN, Ltd., a Cayman Islands exempt limited p |
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| November 23, 2022 |
GOEV / Canoo Inc. Class A / Aquila Tony - SC 13D/A Activist Investment SC 13D/A 1 tm2231252d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5)* Canoo Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 13803R 102 (CUSIP Number) AFV PARTNERS SPV-4 LLC 2126 HAMILTON ROAD, SUITE 260 ARGYLE, TX 76226 TELEPHONE: (940) 226-4511 (Name, Address and |
