secwatch / observer
8-K filed October 6, 2023, 7:59 PM ET CIK 0001750153
other material confidence high sentiment negative materiality 0.85

Canoo stockholders approve doubling authorized shares to 2B and Yorkville issuance

Canoo Inc.

item 5.03item 5.07item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Canoo Inc.: Amendment to increase authorized common stock from 1,000,000,000 to 2,000,000,000 shares (effective 2023-10-06).

Change
charter amendment
Effective
2023-10-06
Exact text from the filing
On October 6, 2023, the Company filed a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation with the Delaware Secretary of State implementing the Authorized Shares Amendment.
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Shareholder Votes SEC 8-K Item 5.07 confidence 0.95

Canoo Inc. shareholders approved Yorkville Floor Price Proposal at the 2023-10-05 meeting.

Outcome
passed
Meeting
2023-10-05
Exact text from the filing
Proposal No. 3: The Company’s stockholders approved an amendment to the Pre-Paid Advance Agreement with Yorkville to lower the minimum price at which shares may be sold by us from $0.50 per share to $0.10 per share, which was referred to as the Yorkville Floor Price Proposal. Votes For Votes Against Abstentions Broker Non-Votes 181,364,352 15,634,656 1,095,792 124,990,916
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.95

Canoo Inc. shareholders approved Yorkville Share Issuance Proposal at the 2023-10-05 meeting.

Outcome
passed
Meeting
2023-10-05
Exact text from the filing
Proposal No. 2: The Company’s stockholders approved, pursuant to Nasdaq Marketplace Rule 5635, the issuance of shares of the Company’s common stock (i) upon the conversion of certain convertible debentures that have been issued to YA II PN, Ltd. (“Yorkville”) pursuant to (a) the Securities Purchase Agreement entered into with Yorkville on April 24, 2023, (b) the Securities Purchase Agreement entered into with Yorkville on June 30, 2023 (the “June SPA”), and (c) the Securities Purchase Agreement entered into with Yorkville on August 2, 2023 (the “August SPA”), (ii) upon the exercise of warrants issued pursuant to the June SPA and the August SPA, and (iii) if Yorkville chooses to exercise one or both options to purchase additional convertible debentures and warrants under the June SPA and the August SPA, respectively, pursuant to the conversion of such convertible debentures and/or upon the exercise of such warrants that may be issued upon exercise of one or both options, in excess of 20
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Shareholder Votes SEC 8-K Item 5.07 confidence 0.95

Canoo Inc. shareholders approved Adjournment Proposal at the 2023-10-05 meeting.

Outcome
passed
Meeting
2023-10-05
Exact text from the filing
Proposal No. 4: The Company’s stockholders approved a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, one or more of the other proposals to be voted on at the Special Meeting, which was referred to as the Adjournment Proposal. Votes For Votes Against Abstentions 299,058,393 21,301,232 2,726,091
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.95

Canoo Inc. shareholders approved Authorized Shares Amendment at the 2023-10-05 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-10-05
Exact text from the filing
Proposal No. 1: The Company’s stockholders approved the Authorized Shares Amendment, which was referred to as the Share Authorization Proposal. Votes For Votes Against Abstentions 288,490,817 32,956,338 1,638,561
View on SEC.gov

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Source: SEC EDGAR
accession 0001104659-23-107507
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