Filed Pursuant to Rule424(b)(5)
Registration No. 333-266666
(To Prospectus Dated August 18, 2022)
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 partnership (“YA”), an affiliate of Yorkville Advisors Global, LP (“Yorkville”), in connection with (i) the Pre-Paid Advance Agreement that we entered into with YA on July 20, 2022 (as amended to date, the “PPA”), (ii) the Supplemental Agreement to the PPA that we entered into with YA on November 9, 2022 (the “First Supplemental Agreement”), (iii) the Supplemental Agreement to the PPA that we entered into with YA on December 31, 2022 (the “Second Supplemental Agreement”) and (iv) the Supplemental Agreement to the PPA that we entered into with YA on September 11, 2023 (the “Third Supplemental Agreement” and, together with the First Supplemental Agreement and the Second Supplemental Agreement, the “Supplemental Agreements”). In accordance with the terms of the PPA and the Supplemental Agreements, Canoo Inc. (the “Company”) may request advances of up to $50,000,000 from YA (or such greater amount that the parties may mutually agree) (the “Pre-Paid Advance”) per advance and up to an aggregate of $300,000,000 (the “Commitment Amount”), subject to the terms and conditions contained therein. On September 11, 2023, pursuant to the Third Supplemental Agreement, we requested a Pre-Paid Advance of $12,500,000 (the “Third Supplemental Advance”), all of which remains outstanding as of the date of this prospectus supplement. The Third Supplemental Agreement provides that solely with respect to the Third Supplemental Advance, the Third Supplemental Advance will be offset upon the issuance of our Common Stock to YA at a price per share equal to the lower of (a) $0.57 per share (the “Fixed Price”), or (b) 95% of the lowest daily volume weighted average price (the “VWAP”) during the five trading days immediately preceding the date on which YA provides the purchase notice to us, but not lower than the Floor Price (as defined in the PPA).
On January 24, 2023, the Company held a special meeting of stockholders at which the Company’s stockholders voted to approve, among other things, (i) the issuance of shares of our Common Stock in excess of 20% of the number of shares outstanding on May 10, 2022, pursuant to the PPA and (ii) an amendment to the PPA to lower the minimum price at which shares of Common Stock may be sold by us from $1.00 per share to $0.50 per share. The Company has agreed to hold a special meeting of its stockholders (the “Proposed Stockholder Meeting”) to approve, among other things: (i) an amendment to the PPA to lower the minimum price at which shares of Common Stock may be sold by us from $0.50 per share to $0.10 per share (the “Floor Proposal”) and (ii) increase the number of authorized shares of Common Stock (the “Authorized Share Proposal”). On August 15, 2023, we filed a proxy statement and notice of meeting with the Securities and Exchange Commission (the “SEC”) announcing that the Proposed Stockholder Meeting will be held on October 5, 2023, at which stockholders will vote to approve the Floor Proposal and the Authorized Share Proposal, among other things.
This prospectus supplement relates to the offering of Common Stock in connection with a $12,500,000 Pre-Paid Advance requested by Canoo under the PPA and the Third Supplemental Agreement on September 11, 2023. Interest shall accrue on the outstanding balance of the Third Supplemental Advance at a rate equal to 5% per annum, subject to an increase to 15% upon events of default described in the PPA, as supplemented by the Third Supplemental Agreement. The PPA is the second series of equity investments made by YA, which was also party to the Standby Equity Purchase Agreement, an agreement entered into with the Company on May 10, 2022 (the “SEPA”). As disclosed in our Current Report on Form 8-K filed with the SEC on August 26, 2022, we delivered a notice to terminate the SEPA to YA on August 25, 2022, which became effective on August 26, 2022. We have also issued convertible debentures and warrants to purchase shares of the Company’s Common Stock to YA pursuant to certain securities purchase agreements between the Company and YA. See “Prospectus Supplement Summary — Recent Developments.”
This prospectus supplement and the accompanying prospectus also cover the sale of these shares of our Common Stock by YA to the public. Though we have been advised by YA, and YA represents in the PPA that YA is purchasing the shares of our Common Stock for its own account, for investment purposes in which it takes investment risk (including, without limitation, the risk of loss), and without any view or intention to distribute such shares in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities laws, the SEC may take the position that YA is deemed an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act and any profits on the sales of shares of our Common Stock by YA and any discounts, commissions or concessions received by YA is deemed to be underwriting discounts and commissions under the Securities Act. For additional information on the methods of sale that may be used by YA, see “Plan of Distribution.”
Our Common Stock and public warrants are traded on Nasdaq under the symbol “GOEV” and “GOEVW,” respectively. On September 12, 2023, the last reported sale price on Nasdaq of our Common Stock was $0.5254 per share and the last reported sale price of our public warrants was $0.1187 per warrant.
Our principal executive office is located at 19951 Mariner Avenue, Torrance, California 90503, and our telephone number is (424) 271-2144.
Investing in our Common Stock involves significant risks. See “Risk Factors” beginning on page S-8 of this prospectus supplement and the risk factors that are incorporated by reference into this prospectus supplement and the accompanying prospectus from our filings made with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for a discussion of the factors you should carefully consider before deciding to invest in our Common Stock.
Neither the SEC nor any state securities commission has approved or disapproved of our Common Stock or determined if this prospectus supplement or the accompanying prospectus is accurate, truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is September 13, 2023.