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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




(Exact name of registrant as specified in its charter)




(State or Other Jurisdiction
of Incorporation)


File Number)


(I.R.S. Employer
Identification Number)


19951 Mariner Avenue

Torrance, California

(Address of principal executive offices) (Zip Code)


(424) 271-2144

(Registrant’s telephone number,
including area code)



(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading
  Name of each exchange
on which
Common Stock, $0.0001 par value per share   GOEV   The Nasdaq Global Select Market
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share   GOEVW   The Nasdaq Global Select Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







Item 1.01 Entry into a Material Definitive Agreement.


On July 20, 2022, Canoo Inc. (the “Company”) entered into a Pre-Paid Advance Agreement (as amended and supplemented from time to time, the “PPA”) with YA II PN, Ltd. (“Yorkville”). In accordance with the terms of the PPA, the Company may request advances of up to $50,000,000 in cash from Yorkville (or such greater amount that the parties may mutually agree).


On September 11, 2023, the Company entered into a third Supplemental Agreement (the “Third Supplemental Agreement”) with Yorkville to the PPA. Pursuant to the Third Supplemental Agreement, Yorkville agreed to advance $12,500,000 to the Company (the “Third Supplemental Advance”) and waive certain terms and conditions set forth in the PPA with respect to such Supplemental Advance. After giving effect to the commitment fee and the purchase price discount provided for in the PPA, net proceeds of the Third Supplemental Advance to the Company will be $11,750,000.


The Third Supplemental Agreement provides that solely with respect to the Third Supplemental Advance, the Purchase Price (as such term is used in the PPA) will be equal to the lower of (a) $0.57 per share, or (b) 95% of the lowest daily VWAP during five Trading Days immediately preceding each Purchase Notice Date (as such term is used in the PPA), but not lower than the Floor Price (as defined in the PPA). Further, the Company agreed to pay Yorkville a commitment fee of $625,000 in connection with the Third Supplemental Agreement, which shall be deducted from the proceeds of the Third Supplemental Advance.


The foregoing description of the Third Supplemental Agreement is qualified in its entirety by reference to the Third Supplemental Agreement, which is filed hereto as Exhibit 10.1 and which is incorporated herein by reference.


The Company is attaching to this Current Report on Form 8-K as Exhibit 5.1 the opinion of Kirkland & Ellis LLP relating to the validity of the shares to be offered pursuant to the Company's prospectus supplement dated September 13, 2023. 


Item 9.01Financial Statements and Exhibits.


(d) Exhibits


The following exhibits are filed herewith:


5.1    Opinion of Kirkland & Ellis LLP 
10.1   Supplemental Agreement, dated September 11, 2023, by and between Canoo Inc. and YA II PN, Ltd.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)


Forward-Looking Statements


This report contains forward-looking statements, and any statements other than statements of historical fact could be deemed to be forward-looking statements. These forward-looking statements include, among other things, statements regarding the amount of shares of common stock the Company may issue to Yorkville pursuant to the Third Supplemental Advance, the amount of proceeds to be received by the Company from the sale of shares of common stock and the uses thereof and related matters. These statements are subject to risks and uncertainties, and actual results may differ materially from these statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: September 13, 2023 CANOO INC.
  By: /s/ Hector Ruiz  
  Name: Hector Ruiz
  Title: General Counsel and Corporate Secretary