UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.03 | Material Modification to Rights of Security Holders. |
On October 12, 2023, Canoo Inc., a Delaware corporation (the “Company”) filed the Certificate of Designation for the Company’s 7.5% Series B Cumulative Perpetual Redeemable Preferred Stock (the “Preferred Shares”). The Certificate of Designation designates, creates, authorizes and provides for the issue of the Preferred Shares as contemplated by the previously disclosed Purchase Agreement, by and between the Company and an institutional investor relating to the acquisition by such investor of the Preferred Shares and warrants.
The terms of the Preferred Shares were described in the Current Report on Form 8-K filed by the Company on October 2, 2023, and such description is incorporated herein by reference. Such description does not purport to be complete and is qualified in its entirety by the full text of the Certificate of Designation, which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
| Item 8.01 | Other Events. |
On October 12, 2023 the Company closed its previously announced sale to an institutional investor of Preferred Shares and warrants. The Company received net proceeds of approximately $44.8 million after deducting expenses. The Company intends to use the net proceeds for working capital and general corporate purposes.
| Item 9.01. | Financial Statements and Exhibits. |
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Exhibit No. |
Description | |
| 3.1 | Certificate of Designation of the Company for the 7.5% Series B Cumulative Perpetual Redeemable Preferred Stock, dated October 12, 2023. | |
| 104 | Cover Page Interactive Data File (Formatted as Inline XBRL). |
SIGNATURES
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: October 12, 2023 | CANOO INC. | |
| By: |
/s/ Hector Ruiz | |
| Name: | Hector Ruiz | |
| Title: | General Counsel and Corporate Secretary | |